우리나라 보건소장의 근무특성에 관한 연구

유재원,문옥륜,이상이,김철웅,이상구,Yoo, Jae-Won,Moon, Ok-Ryun,Lee, Sang-Yi,Kim, Chul-Woung,Yi, Sang-Gu 대한예방의학회 1998 Journal of Preventive Medicine and Public Health Vol.31 No.4

This study has attempted to show general characteristics of health centre directors who have served the post of directorship during the last 40 years. Of 3,000 such health centre directors, information on about 2,500 directors was collected. While average length of service for health center directors has increased, that of vacancy period has decreased. Rural areas have a shorter average length of service than the urban area. Rural areas have twice longer length of vacancy period per health center. Kangwon-do has the longest average length of vacancy period since 1980(2.79 months/year), and Daejeon has the shortest length of vacancy period(0.21 months/year). Chung-buk has no physician directors. The civil servant's rank for the directorship has promoted from the fifth level to the fourth level since 1990. A comparison between the physician director & non-physician director was made as follows : first, the proportion of physician directors had maintained rather high before 1980 s; 62.5% in 1963, 78.3% in 1970, 70.4% in 1980. It decreased to 44.1% in 1990 and 47.6% in 1997. Instead, non-physician directors has abruptly increased since 1980s (12.4% in 1980, 55.4% in 1990 and 50.8% in 1997). Second, physician directors mainly locate in the urban area(58.0% in 1997), but non-physician directors mainly in the rural area(67.2% in 1997). Third, since 1980, the average length of service for physician directors and for non-physician directors has become similar. Fourth, the mean age of physician directors is 45.1 years, and that of non-physician directors 55.7 years. The latter is 10 years older than the former.

미국회사법상 이사의 해임에 관한 연구

임재연 성균관대학교 법학연구원 2008 성균관법학 Vol.20 No.3

As a general rule, stockholders cannot act in relation to the ordinary business of a corporation. The body of stockholders have certain authority conferred by statute which must be exercised to enable the corporation to act in specific cases, such as consenting to the amendments to the articles of incorporation, merger, dissolution, sale of all or substantially all of a corporation's assets. Any action by shareholders relating to the details of the corporate business is necessarily in the form of an assent, request or recommendation. At common law, stockholders have the inherent power to remove director for cause, regardless of the presence of provision in the charter or bylaws providing for such removal. The right of stockholders to remove a director for cause may only be exercised by stockholders controlling at least a majority of votes, or, where certificate of incorporation contains provisions permitted by Stock Corporation Law section, such number greater than majority as therein provided. Notwithstanding that a shareholders' agreement requires maintenance in office of a particular director designated by a stockholder, director may be removed for cause since implicit in any agreement to maintain a particular director in office is director's duty to fulfill faithfully the requirements of his office. When shareholders attempt to remove a corporate director for cause, there must be service of specific charges, adequate notice, and full opportunity afforded to such director to meet the accusation. Whether cause exists for the removal of directors is subject to the judicial review. As a general rule, a director's organizing a competing company or accepting employment with a competing company, a director's allowing the payment of rebates contrary to the board's order and improper withdrawal of funds and payment have been held to constitute sufficient cause. In the absence of authorization by statute or charter or bylaws, the directors do not have the power to remove one of their members even for cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. In a corporation with a number of classes, with each class electing a specified number of directors, shareholders of a specific class should have exclusive power to remove the directors whom they elect. The court that removes a director may bar the director from reelection for a period prescribed by the court. The restriction of the removal of directors under cumulative voting or staggered terms and the prohibition of the reelection of directors removed by the court are highly recommended to be introduced to the Korean Commercial Code.

퇴임이사에 대한 직무집행정지 가처분

이철기(Lee, Cheol-Ki) 성균관대학교 법학연구소 2010 성균관법학 Vol.22 No.3

Supreme Court’s Decision No.2009Ma1311 states that a director retiring from office when there are more than minimum number of directors remaining in office as prescribed by Commercial Acts or by the articles of incorporation, the director naturally no longer has the rights and duties of a director as of the director’s resignation or expiration of his term of office, and in the case that the director retains the effective rights and duties of the position despite his resignation or the expiration of his term of office, a Provisional Injunction on Performing the Duties of a Director can be requested by way of claim to confirmation of non-existence of the rights and duties of the director. This finding is reasonable in light of Article 386 Section 1 of the Commercial Acts, which limits the instance of a retiring director to retain rights and duties of a director to when the directors remaining in office would otherwise become fewer than the minimum number prescribed by Commercial Acts or by the articles of incorporation. On the other hand, the Decision states that since Article 386 Section 2 of the Commercial Acts allows for the court to appoint a person who is to temporarily perform the duties of a director upon application if required, e.g. in case where it is impossible or inappropriate for a retiring director who retains the rights and duties of a director under Article 386 Section 1 of the Commercial Acts to retain the rights and duties of a director, a Provisional Injunction on Performing the Duties of a Director cannot be requested separately based on his resignation or expiration of his term of office or the fact that retiring director had a reason to be terminated. However, a Provisional Injunction on Performing the Duties of a Director, which is a form of a preservative measure, is different in its purpose and principle from “a person who is to temporarily perform the duties of a director” as prescribed in Article 386 Section 2 of the Commercial Acts, it is more reasonable to understand that the two measures are not mutually exclusive. There are no laws showing that one cannot request a Provisional Injunction on Performing the Duties of a Director when it is appropriate to appoint a person who is to temporarily perform the duties of a director, and the merit of a Provisional Injunction on Performing the Duties of a Director, which is the temporary and emergency nature of the measure, is of a far greater benefit in reality in providing immediate relief to those in need than the appointment of a person who is to temporarily perform the duties of a director. Therefore, in the special circumstance where it is determinable that the person who is exercising the rights and duties of a retiring director does not in fact possess the status or the rights of a retiring director, it is reasonable to assume that it is allowable to request a Provisional Injunction on Performing the Duties of a Director by way of claim to confirmation of non-existence of the rights and duties of the director.