Articles of Incorporation

Chapter 1 General Provisions

(Name)
Article 1 The name of this Association is University Technology Transfer Association, Japan ( “UNITT” ).

(Head Office)
Article 2 The Association shall have its head office within Shinjuku-ku, Tokyo.

(Purpose)
Article 3 The purpose of this Association is to promote a sound development of cooperation between industry and academia and contribute to the development of academy, improvement of technology and growth of industry in Japan through interaction, encouragement, research, investigation and suggestions by universities, technical colleges, Inter-University Research Institutes and public research institutes (hereinafter collectively referred to as “Universities”) and organizations established for the purpose of transferring results of technological studies, working together closely to promote intellectual property management and technology transfer service effectively. The activities to achieve the purpose shall include the followings;

  1. Presenting suggestions to promote intellectual property management and technology transfer service in Universities effectively.
  2. Exchanging information of, investigating and researching intellectual property management in Universities and technology transfer in TLO.
  3. Holding workshops and lectures to provide information of and to develop human resource for intellectual property management in Universities and technology transfer in TLO.
  4. Publishing and issuing bulletins and other publications
  5. Communicating, interacting, cooperating and associating with organizations in and outside Japan with regard to intellectual property management in Universities and technology transfer in TLO.
  6. Establishing and managing nationwide support system in connection with intellectual property management in Universities and technology transfer service in TLO.
  7. Encouraging, promoting and presenting suggestions on intellectual property management in Universities and technology transfer in TLO.
  8. Other activities necessary to achieve the purpose of the Association with regard to or incidental to the above listed activities.

2. The Association shall not distribute surplus gained form its activities to its members. Such surplus shall be, according to the Intermediate Corporation Law (No. 49, 2001), reserved for compensation for loss or used as repayment of the fund, and/or reserved for activities in the following years.

(Manner of Public Notice)
Article 4 Public notice of the Association shall be displayed on its web site via Internet.

Chapter 2 Members

(Classes of members)
Article 5 Members of the Association are classified to regular members, supporting members and special members. Regular members are members of the Corporation, as set forth in the Intermediate Corporation Law.

(Regular members)
Article 6 Regular members shall be Universities and TLO.
2. Each regular member has one (1) voting right at the general meeting.
3. In addition to the aforementioned voting right and other rights under the Intermediate Corporation Law, the regular members have a right to;

  1. nominate candidates for Director or Auditor subject to the Article 15 hereof, and
  2. nominate candidates for member of the committee subject to the Article 27 hereof.

(Supporting member)
Article 7 Supporting members shall be a corporation or an individual who upholds the purpose of the Association and who is willing to contribute to the activities of the Association.
2. Supporting members shall have a right to nominate candidates for member of the committee subject to the Article 27 hereof.

(Special members)
Article 8 Special members shall be an educational and a research institute or researcher thereof with respect to the technology transfer in and outside Japan, or federations or unions of organizations of technology transfers including foreign universities, who is qualified as helpful to achieve the purpose of the Association.
2. Upon request from the Committee, special members shall attend a meeting of the Committee or may express their opinions by writing or in any other manner concerning agenda of the meeting.

(Obligations of members)
Article 9 Members have an obligation to exercise in good faith their voting right and other rights given according to their class of membership and to support the operation of the Association in order to achieve the purpose of the Association.

(Enrollment)
Article 10 Those who want to be a regular member or supporting member of the Association shall submit an application form specified by the Board of Directors and receive an approval from the Board of Directors.
2. Board of Directors may approve the enrollment, if the person who wants to be a member fulfills the qualifications provided in the Section 1 of the Article 6 or Section 1 of Article 7 hereof. Corporation or individual who has been approved for the enrollment shall have a membership for regular member or supporting member on the date when it pays membership fee specified in the Section 2, Article 11 hereof.
3. Board of Directors may, according to its resolution, invite an organization or individual who fulfils the qualifications provided in the section 1 of the Article 8 as a special member to the Corporation. Organization or individual who has been invited as a special member shall have a membership of the same at the time when it accepts the invitation.

(Membership fee)
Article 11 No members shall be charged any admission fee to enroll the Association.
2. Regular and supporting members shall pay membership fee which will be allotted to the general expenses of the Association according to the rules set forth by the Board of Directors. Special members shall not have any obligation to pay membership fee.
3. No membership fee which has already paid shall be repayable for any reason whatsoever.

(Secession)
Article 12 Members may withdraw from the Association at any time by submitting a written Notice of Secession to the Board of Directors.
2. Members shall withdraw the Association without submitting any notice when they are under any of the following situations;

  1. Death or receipt of Declaration of Absence of the member.
  2. Dissolution or bankruptcy of the corporation or the organization member.
  3. Part or whole of membership fees are not paid and they remains unpaid after six (6) months from the notice demanding payment.

3. In the following event, a regular member shall immediately submit a Notice of Secession or a Notice of Change of Membership to the Board of Directors. In this case, if such regular member wishes to change to be a supporting member, the Board of Director may approve to change the membership of such regular member to that of a supporting member. If such regular member does not wish to be a supporting member, the member shall withdraw the Association on the date when it submits a Notice of Secession.

  1. A regular member discontinues both its intellectual property management and technology transfer service.

4. In the above event, if the regular member fails to submit any Notice of Secession or Notice of Change of Membership, notwithstanding an advice from the Board of Directors, the Board of Directors may remove such member from the Association. In this case, the member who is removed shall, prior to the removal, receive a notice that the Board of Director shall discuss the removal and shall be allowed to have an opportunity for vindication at the meeting, if the member so requested.

(Deprivation of membership)
Article 13 If a regular member or supporting member is under any of the following circumstances, three-fourth or more of the regular members’ affirmative votes at the general meeting will cause the deprivation of its membership.

  1. Violation of the Articles of Incorporation or the rules of the Association
  2. Damaging reputation of the Association or contravention against the purpose of the Corporation

2. In the event that a membership is deprived under the previous section, such member shall receive a notice prior to the deprivation and shall be allowed to have an opportunity for vindication, if the member so requested.

Chapter 3 Officers

(Classes and number of officers)
Article 14 The Association shall have the following officers;

  1. Directors: No less than twenty (20) but no more than thirty (30)
  2. Auditors: No less than two (2) but no more than three (3)

2. Number of Executives: President of Directors (“President”) one (1), Vice-president of Directors (“Vice-president”) four (4)

(Nomination of candidates)
Article 15 Regular members may nominate candidates for Director or Auditor.

(Appointment of officers)
Article 16 Directors and Auditors shall be appointed from the aforementioned candidates by the resolution at the general meeting.
2. Notwithstanding the previous provision, if appointment of Directors and Auditors is urgently required due to substitution or increase during the period before the general meeting is called, such appointment may be done with the approval of the Directors’ meeting. In this case, the appointment shall be approved at the first general meeting following such Directors’ meeting.
3. President and Vice-presidents shall be appointed by mutual vote from and among Directors at the meeting of Directors.
4. Concurrent appointment of Directors and Auditors shall not be permitted. No employees of the Association may be appointed as an Auditor.

(Duties of officers)
Article 17 Directors constitute Board of Directors.
2. President shall represent the Association, manage and implement activities of the Association and preside over the general meeting and Board of Directors.
3. Vice-president shall assist the President and control the entire management. Should the President be unable to fulfill his or her duty due to accident or absence, the Vice-president shall take his or her place according to the order as provided in advance.
4. Auditors shall fulfill the obligations as provided in the Article 55 of the Intermediate Corporation Law (No.49, June 15, 2001).

(Term of officers)
Article 18 Officers shall serve for the term from its appointment till the completion of the general meeting for the last fiscal year ending within two (2) years from the appointment. Officers may be re-appointed to serve for further terms.
2. Notwithstanding the above provision, the officers appointed as substitutes or increases shall remain in office during the remained period of his or her predecessor or other current officers.
3. Officers shall remain in office until their successors are appointed, even after their resignation or expiration.

(Remuneration for officers)
Article 19 President, Vice-president and other Directors and Auditors shall not receive any remuneration for their service.
2. The above provision shall not prevent Directors or Auditors from demanding the Association for an advance payment or reimbursement of any travel expenses and other costs required to fulfill their duties.

(Removal of officers)
Article 20 In the event that an officer is under any of the following situations, such officer may be removed from his or her post of officer with the approval of two-third or more of the total number of regular members’ votes at the general meeting.

  1. The officer is found to be mentally or physically unable to fulfill the duty.
  2. The officer breaches the obligations assigned upon him or her, damages the reputation or benefits of the Association, violates the purpose of the Association, breaches the Articles of Incorporation or any other laws, or his or her behaviors are found not worthy of an officer of the Association.

2. In the event that any officer is removed under the provision of the above Section (2), such officer shall receive a notice prior to the removal and have an opportunity for vindication at the general meeting to discuss the removal, if the officer so requested.

(Consultant)
Article 21 The Association may retain five or less Consultants. The Consultants shall not be the members of the Association.
2. President shall appoint Consultant from academic experts with the recommendation from the Board of Directors.
3. Consultant shall present their opinion for the management of the services of the Association to the President.
4. The provisions of the Section 2 (1) and (2) of the Article 12 shall be applicable to the Consultants.

Chapter 4 Meetings

(Directors’ meeting)
Article 22 Directors’ meeting shall be held in either case described below.

  1. The President considers it necessary to hold a Director’s meeting.
  2. One-third of the current Directors expresses the object of a Director’s meeting and requests the President to call such meeting.

2. In addition to the matters provided in the Articles of Incorporation, the following matters shall be discussed and resolved at the Directors’ meeting;

  1. Any matter committed to the Director’s meeting by the resolution of the general meeting.
  2. Any matter relating to call of the general meeting and to be proposed at the general meeting.
  3. Establishment, amendment and abolishment of the rules.
  4. Amount of membership fee, due date thereof and other matters relating to the membership fee.
  5. Establishment, amendment and abolishment of the Committee.
  6. Any other matters the President considers necessary being resolved.

3. The President shall call the Directors’ meeting.
4. Majority of Directors shall constitute a quorum of the Directors’ meeting.
5. Resolution of the Directors’ meeting shall be made by the affirmative vote of majority of Directors. The Chairman will decide such matter where pros and cons are equal in number of votes.
6. Directors who will not attend the Directors’ meeting shall present a Letter of Attorney to the President prior to the meeting, and may vote for the resolution by proxy.
7. Auditors may attend the Directors’ meeting and present their opinions.

(Minute book)
Article 23 Summaries and resolutions shall be kept in the minute book for the Director’s meeting and the Chairman and two (2) Directors who attend the meeting shall sign thereon.

(General meeting)
Article 24 The Association shall hold a general meeting each year within approximately three (3) months from the end of the previous fiscal year to report of the activities in the previous year, approve the financial settlement, the activity plan for the current year and the proposed budget, to appoint officers and to decide other important matters.
2. The Association shall hold a special general meeting in any of the following case.

  1. Board of Director decides to hold a special general meeting.
  2. One-tenth of total number of the voting regular members presents a written notice expressing the object of the special general meeting to the President and requests a call of such meeting.

3. Call of general meeting shall be decided by the Board of Directors and convened by the President. Special general meeting shall be convened by the President in any of the events described in the Section 2. However, if the President failed to convene a special general meeting after one (1) month from any of the events described in the Section 2 occurred, Director appointed by Auditors or the Board of Directors shall, on behalf of the President, convene a special general meeting.
4. A general meeting shall be opened with a 5-day prior written or e-mail notice (hereinafter referred to as “Notice of Meeting”) to the regular members, showing the date, place and agenda of the meeting.
5. A general meeting shall be constituted by the regular members as corporate members and the quorum shall consist of more than a half of the regular members (including those by proxy).
6. Unless otherwise provided by law, resolution on each agenda in a general meeting shall be made by the affirmative vote of a majority of attending regular members. The Chairman will decide such matters where pros and cons are equal in number of votes.
7. Summaries and results of the general meeting shall be kept in the minute book and the Chairman and all the attending Directors shall sign thereon.

(Member’s assembly)
Article 25 The Association shall hold an assembly for all members in connection with the intellectual property management and technology transfer during the period of the annual assembly. Details of the members’ assembly shall be provided separately at the general meeting.

Article 5 Committee

(Committee)
Article 26 The Board of Directors may organize one or more committees to achieve the purpose of the Association, if necessary.
2. Chairman of the Committee may organize one or more Subcommitees in the Committee with an approval from the Board of Directors.
3. Activity plan of the Committee shall receive a prior approval from the Board of Directors.
4. Activities of the Committee shall be reported at the general meeting through Directors’ meeting.

(Member of Committee)
Article 27 Regular members and supporting members may participate in the activities of the Committee with the recommendation of the regular and supporting members and approval of the Committee.
2. Appointment, replacement and removal of members of Committee and other details are subject to the rules provided by the Board of Directors.
3. Members of the Committee shall not receive any remuneration. However, they are not prevented from demanding an advance payment or reimbursement of travel expenses and other costs necessary to fulfill their duties as a member of the Committee.

(Results of activity)
Article 28 Any results obtained from the execution of the activities provided in the Section 1, Article 3 hereof shall belong to the Association, except that the Board of Directors has made a different decision.

(Confidentiality)
Article 29 Members shall not bring out or disclose in any form all undisclosed information and other details of members’ opinions, including but not limited to, data, know-how and trade secret in any kind relating to the corporations and organizations which a member has obtained in the course of the activities described in the Section 1, Article 3, if such member requested not to disclose such information to non-members.

Chapter 6 Fund
(Total amount of fund)
Article 30 The total amount of the fund of the Association (including alternative fund) shall be 17,000,000 yen.

(Provisions with regard to right of fund contributors)
Article 31 The fund of the Association shall no be repayable without any resolution of the general meeting till the Corporation is dissolved.

(Procedure of repayment of fund)
Article 32 If a fund contributor of the Association requests for repayment of the fund, the fund shall be repaid after the resolution of the general meeting and reserve of the alternative fund.

Chapter 7 Assets and Accounts

(Assets)
Article 33 Assets of the Association comprise the followings;

  1. Fund
  2. Assets listed on the inventory at the time of incorporation (excluding fund)
  3. Membership fees
  4. Income arising from the assets
  5. Income arising from operation
  6. Other incomes

(Management of assets)
Article 34 Assets of the Association shall be managed by the President and method of management shall be decided by the resolution of the Board of Directors.

Chapter 8 Calculation

(Fiscal year)
Article 35 Fiscal year of the Association begins on April 1 and ends on March 31 of the following year.

(Activity plan and budgets)
Article 36 President shall prepare activity plan and budgets for the following fiscal year immediately after the end of each fiscal year and receive approval from the Board of Directors.
2. President shall submit the activity plan and budgets approved by the Board of Directors in accordance with the previous section to the general meeting and receive an approval.
3. President, Vice-president and other directors shall carry out the activities of the Association according to the activity plan and budgets approved by the resolution of the general meeting subject to the previous section.

(Preparation and approval of calculation documents)
Article 37 President shall prepare a balance sheet, profit and loss statement, activity report, agenda with respect to the disposition of surplus or losses and schedules attached thereto for additional descriptions (hereinafter referred to as “calculation documents”) immediately after the end of each fiscal year, and receive an approval from the Board of Directors.
2. President shall submit the calculation documents to the Auditors for audit after receiving approval from the Board of Directors subject to the previous section.
3. President shall submit the calculation documents audited by the Auditors to the general meeting and request for report of the activity report and approval of other calculation documents.

Chapter 9 Executive Office

(Executive office)
Article 38 The Association shall have an office. The office shall prepare and maintain the members’ list, and manage and administer its budgets and general affairs related to the activities of the Association.
2. The office shall employ a Secretary-general. The Secretary-general shall control business of the office under the directions of the President.

Chapter 10 Amendment of the Articles of Incorporation and Dissolution

(Amendment of the Articles of Incorporation)
Article 39 The Articles of Incorporation shall not be amended without consent of three-fourth or more of all the voting regular members at the general meeting.

(Dissolution)
Article 40 The Association shall not be dissolved without consent of three-fourth or more of all the voting regular members at the general meeting after the resolution at the Directors’ meeting.

(Disposal of Assets)
Article 41 When the Association is dissolved, disposal of the Association’s assets after paying all debts and repaying the funds shall be donated to a public benefit organization whose service is the same as or similar to that of the Association.

Chapter 11 Supplements

(First fiscal year)
Article 42 First fiscal year of the Association began on the day of incorporation and will end on March 31, 2005.

(Initial members of the Corporation)
Article 43 Notwithstanding the provisions of Article 5 through Article 10, the initial members of the Corporation at the time of incorporation are as follows;
Member of the Corporation: Waseda University
1-104 Totsuka-cho, Shinjuku-ku, Tokyo

Member of the Corporation: The Circle for the Promotion of Science and Engineering
2-12-1 Ookayama, Meguro-ku, Tokyo

(Term of the initial officers)
Article 44 The term of the initial officers of the Association shall expire at the completion of the general meeting for the first fiscal year ending after the appointment.

(Rules for Execution)
Article 45 Any matter necessary for executing the Articles of Incorporation shall be specified by the President under the resolution of the Board of Directors and the general meeting.

IN WITNESS WHEREOF, the undersigned have made and subscribed to these Articles of Incorporation in order to incorporate University Technology Transfer Association, Japan on 30th of September, 2004.

September 30, 2004

Member of the Corporation Waseda University
1-104 Totsuka-cho, Shinjuku-ku, Tokyo
Katsuhiko Shirai, Director
Member of the Corporation The Circle for the Promotion of Science and Energy
2-12-1 Ookayama, Meguro-ku, Tokyo
Ikuzo Tanaka, Director