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Effect on voting delegation to the Board of Directors of the Educational Foundation - Relationship between Article 62 of the Civil Code and Article 19, Paragraph 3 of the Private School Act-

  • Legal Theory & Practice Review
  • Abbr : LTPR
  • 2014, 2(2), pp.101-119
  • Publisher : The Korea Society for Legal Theory and Practice Inc.
  • Research Area : Social Science > Law

HyeonSon, Kim 1

1호서대학교

ABSTRACT

The Board of Directors of Educational Foundation is legislative body which is lead reasonable conclusion by exchange of mutual opinions with directors meeting focusing on the school management. Therefore, exchange of mutual opinions are very important and there must be necessary meeting by reaching resolution. Delegation of power to voting rights and documentary resolution is basically not allowed. Furthermore, issue arisen in such a case how to interpret when no direct clause prepared in the article of corporation of educational foundation or Private School Act. Moreover, according to Article 27 of the Private School Act and Article 62 of the Civil Code, it seems possible to delegate her power to other director who have specified action by giving proxy to her. However Article 19, Paragraph 3 of the Private School Act provided that "the directors shall attend meetings of the board of directors and deliberate and make decisions on matters concerning the affairs of the school juristic person, and take charge of the matters delegated by the board of directors or the chief director," and it can be interpreted that the director in the private school may not delegate her power of vote to other director not by attend in the meeting of board of director. Article 62 of the Civil code states that "directors may have other persons act as agents for specified acts only when such acts are not forbidden by the articles of incorporation or by a resolution of the general meeting," and Article 19, Paragraph 3 of the Private School Act states that "the directors shall attend meetings of the board of directors and deliberate and make decisions on matters concerning the affairs of the school juristic person, and take charge of the matters delegated by the board of directors or the chief director," and further states in the article 18-2 that "all of the officers who are present at the meeting of the board of directors shall affix their signatures to the minute or the meeting record in a manner that their names are easily identified and in case where the minute or the meeting record consists of not less than 2 sheets, they shall affix their signatures to the spaces of such sheets," and, article 9, paragraph 3 of the Act on the Establishment and Operation of Public-Service Corporations states that "Proceedings of the board of directors shall not be resolved in writing," and considering academic dogma and supreme court precedent holding on the director's meeting in the stock corporation is not allowed attendance as a substitute (for) delegator director, the director of Private School may not delegate her power to other director of her voting right.

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