The second-instance judgment on the dismissal of the board of directors of Cultural University has been announced.
[Reporter Wu Zhengfeng/Taipei Report] In 2018, the Board of Directors of Cultural University decided to dismiss Zhang as a director on the grounds that he was suspected of hollowing out the school property.
Zhang Nan refused to accept it and filed a lawsuit to protect his position as a director.
The High Court found that a lawyer surnamed Xu, who did not hold the identity of a director, presided over the meeting that day, which had indeed violated the provisions of the Culture University's donation charter.
Zhang Nan sued that Zhang Jinghu, who was then chairman of the Cultural University, held a board meeting in 2018, accusing him of scouring the school property, and decided to dismiss him as a director.
However, Article 9, Item 4 of the Donation Charter of Cultural University stipulates that more than 2/3 directors of the total 11 directors should attend the resolution on the dismissal of directors, and more than half of the directors agree to do so. The 5 people agreed that it was inconsistent with the provisions of the articles of association. According to Article 33, Paragraph 1, of the Private School Law, the dismissal resolution should be invalid, and the appointment relationship between the two parties still exists.
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Zhang Nan also put forward a backup statement, claiming that Article 14, Item 2 of the Articles of Association stipulates that if the chairman of the board cannot attend the meeting or serve as the chairman for some reason, the directors present shall mutually recommend one person to be the chairman of the meeting.
However, on the day of the board of directors, Zhang Jinghu directly appointed a lawyer surnamed Xu, who does not have the identity of a director, to preside over the meeting on behalf of the chairman of the meeting, which violated the regulations.
The Supreme Court pointed out that the total number of directors on the board of directors of Cultural University is 11, of which two directors Lin and Li resigned in 2018, and another director surnamed Yuan was dismissed by the board of directors. According to Article 32 of the Private School Law, the number of resolutions should be deducted from the resignation of directors. For those who cannot exercise their powers, such as dismissal or dismissal, 7 directors attended the board of directors on that day, which is more than 2/3 of the total number of directors, and the agreement of half of the 5 directors did not violate the articles of association.
However, the High Court held that Chairman Zhang Jinghu attended the meeting that day, and because of his poor hearing, he appointed a lawyer named Xu, who is not a director, to preside over the meeting on his behalf.
Xu Nan announced to discuss the dismissal case until the end of the voting, and led the way. As the chairman, he wanted to stop Zhang Nan from speaking, asked other directors if they had any opinions on the dismissal case, and assigned ticketing staff. Violation of the bylaws.
The Supreme Court stated that Zhang Nan’s lawsuit for re-election was justified, the dismissal resolution on that day should be revoked, and the 18th director appointment relationship between the two parties still existed legally.
The members of the collegial panel in this case are the presiding judge Chen Rongzheng, the accompanying judge Qiu Qi, and the appointed judge Ji Wenhui.