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(영문) 서울남부지방법원 2019.06.13 2018가합111183
중앙회대의원 임시총회 결의무효확인
Text

1. The defendant confirms that a resolution to amend the articles of association made at an extraordinary general meeting of the delegates of the National Federation of September 6, 2018 is null and void.

2...

Reasons

1. Facts of recognition;

A. The Plaintiffs are representatives of the Defendant Federation.

B. On September 6, 2018, the Defendant passed a resolution to amend the Defendant’s Articles of Incorporation at the extraordinary general meeting of representatives held on September 6, 2018 (hereinafter “instant resolution”).

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 5, the purport of the whole pleadings

2. Determination

A. According to Article 27(2) of the Defendant’s Articles of Incorporation’s 27(2) as to the procedures for amendment of the Articles of Incorporation’s 27(2) provides that “after obtaining the consent of at least 2/3 of registered representatives at the general meeting of the representatives of the Defendant Federation (hereinafter “general meeting”), the approval of the competent authority shall be obtained.” On the other hand, Article 52 of the Articles of Incorporation provides that “after the formation and review of the Articles of Incorporation’s 52, the articles of incorporation shall be presented to the general meeting following the resolution of the board of directors, and a resolution shall be obtained by the competent authority with the consent of at least 2/3 of the incumbent representatives and at least a majority present at the general meeting and with the consent of at least 2/3 of representatives present

The defendant amended Article 52 at the time of the amendment of the articles of incorporation in around 2010, and asserts that Article 52 should be followed since the defendant committed an error that did not delete Article 27(2) against Article 52 at the time, due to an error.

3) In light of the following facts that can be recognized by the purport of the entry of the evidence No. 1 and the entire pleadings and the following circumstances, in order to amend the Defendant’s articles of incorporation, it is reasonable to view that at least 2/3 of the representatives present at the general meeting at which more than a majority of the delegates attend pursuant to Article 52 must agree to the amendment of the articles of incorporation. A) Although Article 27(2) was already enacted at the general meeting of the representatives of April 14, 2010, the Defendant added the mitigated quorum under Article 52 subparag. 3, even if Article 27(2) was already enacted at

The defendant's articles of incorporation was amended.

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