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Articles of Association

ARTICLES OF INCORPORATION

CHAPTER I GENERAL PROVISIONS

Article 1 (Objectives)Under the current circumstances in whichthe volume and velocity of the distribution of knowledge are rapidly increasing with the emerging knowledge-based economic society, the Society of Open Innovation:Technology, Market, and Complexity, SOItmC, aims to make realistic academic suggestions to mankind, which may serve to overcome the limit of modern capitalism,which is,currently, almost at a standstill, by eliminating boundaries among different academic realms; by studying open innovationwith regard to how to connect technologies and markets in a creative way; by creating new business models through a creative combination of technologies and markets; and by conducting a variety of researchthat concerns evolutionary and complex systematic relations among technologies, markets, and the environment, and putting such research outcomes into action.

Article 2 (Corporate Name)The name of this corporation shall be called the Society of Open Innovation: Technology, Market, and Complexity, SOItmC) (hereinafter referred to as “Corporation”).

Article 3 (Location of Office)The office of the Corporation shall be located at Room 405, IT Convergence Research Division,Daegu Gyeongbuk Institute of Science & Technology, 333 Techno Jungang-daero, Hyeonpung-myeon, Daegu, Korea. The Corporation may establish its branches within or outsideKorea, if necessary.

Article 4 (Principles of Management)

  1. ①The Corporation shall endeavor to effectively attain the objectives of establishment thereof, as set forth in Article 1 hereof.
  2. ②The Corporation shall be managed in conformity with the relevant provisions of the Civil Cove, the Act on the Establishment and Management of Non-profit Corporations, these Articles of Incorporation, and the conditions imposed by the Minister of the relevantMinistryon the permission of establishment thereof.
  3. ③Beneficiaries of the activitiescarried out by the Corporation shall not be subject to any restrictions whatsoever on the eligibility therefor, for reason of their place of birth, school, vocation, workplace, social status, special relationship with the Corporation, or otherwise. If the Corporation intends to limit the eligibility for such beneficiaries, it shall obtain approval from the Minister of the relevantMinistry.

CHAPTER II BUSINESS

Article 5 (Activities)

  1. ①The Corporation shall engage in any of the following activities to attain the objectives of establishment under Article 1 hereof:
    1. 1. To support Members in conducting research activities, including the publication business being run as part of such research activities
    2. 2. Presentation of the outcomes of the research conducted by Members (as defined below) and holding forums and academic conferences
    3. 3. Publication of research results and granting academic awards, etc.
    4. 4. Joint research and other activities that promote alliance with domestic and/or foreign institutions
    5. 5. Academic research services and consultation services
    6. 6. Activities that conform to the objectives of the Corporation, including opened-ended development of business models and open innovation consultation
    7. 7. Any other businesses that may be necessary for achieving the objectives of the Corporation
  2. ②When the Corporation intends to engage in any profit-making business that does not fall into any of the categories under subsection 1 above, the Corporation shall obtain approval from the Minister of the relevantMinistry on a case-to-case basis. The foregoing provision shall also apply in case of any proposed changes to such business already approved.

CHAPTER III MEMBERS

Article 6 (Qualifications for Membership)A member (hereinafter referred to as “Member”) of the Corporation shall be recognized as such only if and when the Member has submitted to the Corporation an application for membership in the form prescribed by the Corporation and has subsequently obtained approval from the Board of Directors.

Article 7 (Members’ Rights and Obligations)

  1. ① A Member shallhave rights to attend the general meeting of Members and vote for or against resolutions and,also, toexercise his/her voting rights to elect the Corporation’s officers and participate in the activities conducted by the Corporation, including presentations of research outcomes.
  2. ② Notwithstanding the foregoing provision, a Member may also exercise his/her rights set forth in subsection 1 above in writing or by proxy.
  3. ③ The aforementioned rights hereunder shall be granted equally to each Member.
  4. ④ Each Member shall be obliged to pay membership fees to the Corporation and comply with the matters duly resolved by Members at the general meeting of Members.

Article 8 (Types of Membership)Members shall consist of student members, regular members, corporate members, (individual) life members, (corporate) life members, etc.

Article 9 (Regular Members)An individual person shall be qualified to be a regular member if he/she engages in research and education; working at a school, research institute, enterprise, public institution, etc.; and has completed the required initiation procedures.

Article 10 (Corporate Members)An enterprise shall be qualified to be a corporate member, subject to the approval of the Board of Directors, if it has agreed to the Corporation’s objectives and has paid the membership fee prescribed bythe Corporation.

Article 11 (Life Members)An individual person or enterprise shall be qualified to be an individual or corporate life member, respectively, subject to the approval of the Board of Directors if he/she or it has agreed to the Corporation’s objectives and has paid the membership fee prescribed bythe Corporation.

Article 12 (No Assignment or Heritance of Membership)No membership of the Corporation shall be assigned or inherited in any way.

Article 13 (Withdrawal of Membership)A Member may withdraw from the Corporation at his/her or its discretion, provided, however, that, in such case, the Member concerned shall submit to the Corporation an application of withdrawal from membership and the membership fees already paid to the Corporation shall, in no event, be refunded in any way.

Article 14 (Expulsion of Members)The President of the Corporation shall have the authority to expel a Member, subject to a resolution of the Board of Directors, if the Member in question:

  1. 1. Fails to pay membership fees for three years or more;
  2. 2. Has committed any acts detrimental to the objectives of the Corporation; or
  3. 3. Has committed any acts that may damage the reputation of the Corporation.

CHAPTER IV OFFICERS

Article 15 (Types and Number of Officers)The Corporation shall have the following officers in such number as described below:

  1. 1. One Chairman
  2. 2. Vice Chairmen: not less than 30 persons, but not exceeding 50 persons
  3. 3. Directors: not less than 50 persons, but not exceeding 80 persons (including the Chairman; Vice Chairmen; standing directors of not less than 10 persons, but not exceeding 20 persons; and committee chairmen)
    The Corporation may establish a board of standing directors that consists of standing directors, the number of whom shall not be less than 10 but not exceeding 20. The board of standing directors shall have the uthority to resolve important matters of the Corporations at the request of the Chairman or as delegated to it by the Board of Directors or the general meeting of Members, if there are any. For the avoidance of doubt, if the board of standing directors has resolved any of such important matters, it shall make a report thereof to the first general meeting of Members to be held thereafter and cause the same to be ratified by Members.
  4. 4. One or two auditors
  5. 5. Academic Committee Chairman
  6. 6. Consulting Committee Chairman
  7. 7. Chairman of the Committee on the Development and Evaluation of Open Innovation Indicators
  8. 8. Award Committee Chairman
  9. 9. Chairman of the Committee on the Development of the Open Innovation Platform

Article 16 (Term of Office for Officers)

  1. ①The term of office for the Chairman, Vice Chairmen, and directors shall be three years, while that of auditors shall be sixyears, provided, however, that the officers of the Corporation may be reelected as such.
  2. ②A committee chairman may remain assigned to the same position on a permanent basis, unless he/she himself/herself resigns or, otherwise, is replaced by the Board of Directors for any special reasons.

Article 17 (Qualifications for Officers)A person falling within any of the following categories shall, in no event, be elected as an officer of the Corporation:

  1. 1. A minor
  2. 2. A person declared as legally incompetent or quasiincompetent
  3. 3. An insolvent debtor who has not been reinstated yet
  4. 4. Aperson having been punished with imprisonment without prison labor or a more severepunishment within three years after the date on which the execution thereof has been completed or finally and conclusively remitted

Article 18 (Election of Officers, etc.)

  1. ①Among the officers, Chairman and auditors shall be elected by a resolution adopted at thegeneral meeting of Members on the recommendation of the Board or not less than 30 Members and, if elected, shall take office as such with the approval of the Minister of the relevantMinistry.
  2. ②Among the officers, Vice Chairmen and directors shall be appointed by the Chairman, taking into considerationthat each of them represents the relevant area or field that he/she currently engages in.
  3. ③Upon the occurrence of a vacancy in the number of directors or auditors hereunder, a director or auditor shall be elected to fill such vacancy within two months thereafter. In such a case, the term of office of the officer elected shall be the remainder of his/her predecessor’s term of office.
  4. ④A committee chairman shall be appointed by the Board of Directors on the recommendation of the Chairman, taking into account the expertise required by the committee that he/she represents.

Article 19 (Duties, etc.)

  1. ① The Chairman shall represent the Corporation with respect to the business of the Corporation and preside all general meetings of Members and all meetings of the Board of Directors, as well asdirect the overall business of the Corporation.
  2. ② Directors shall execute the business of the Corporation on its behalf.
  3. ③ Directors shall execute their respective duties as good managers.
  4. ④ A director shall not represent the Corporation with respect to any specific affair in which there exists aconflict of interest between the Corporation and that director.
  5. ⑤ Each director may have a third party handle on his/her behalf any specific matters, unless he/she is not allowed to do so pursuant to the relevant provisions hereof or by a resolution adopted by Members at the general meeting of Members.

Article 20 (Auditor’s Duties)

  1. ①The auditor shall execute the following duties:
    1. 1. Audit the Corporation’s operations and the condition of its property, request directors to provide the data and/or materials or their opinion that may be necessary for that purpose, and express his/her opinion at the meeting of the Board of Directors
    2. 2. Express his/her opinion with regard to the Corporation’s operations and the condition of its property
    3. 3. Make a report to the Board of Directors when the auditor has found any misconduct or irregularities upon audit of the Corporation’s operations and the condition of its property
    4. 4. Request that a meeting of the Board of Directors be called to make such report as provided in paragraph 3 above
  2. ②When the auditor has found any misconduct or irregularities upon audit of the Corporation’s operations and the condition of its property,the auditor shall make a report to the relevantMinistry thereof.
  3. ③When a director has committed anything other than those included among the objectives of the Corporation or is, otherwise, against the applicable law or these Articles of Incorporation and, as a result of it, is likely to cause material damages to the Corporation, the auditor shall be entitled to file a petition to the court, requesting a suspension of the execution of the Corporation’s business by the director in question.

Article 21 (Full-time Officers and Employees)The Corporation may appoint or employ full-time officers and employees, who shall be paid salaries by the Corporation.

Article 22 (Dismissal of Officers)If the Corporation intends to dismiss any officer prior to the expiration of his/her term of office set forth in Article 16 hereof, the dismissal of that officer shall be subject to a resolution of the Board of Directors.

CHAPTER V GENERAL MEETING OF MEMBERS

Article 23 (Functions of the General Meeting of Members)Members shall resolve the following matters of the Corporation at a general meeting of Members:

  1. 1. Budgets; settlement of accounts of the Corporation; and the acquisition, disposal, and management of its property
  2. 2. Dissolution of the Corporation
  3. 3. Amendment and modification to these Articles of Incorporation
  4. 4. Election of officers
  5. 5. Any other important matters of the Corporation

Article 24 (Types of General Meeting)The general meeting of Members shall be divided into ordinary general meetings and extraordinary meetings.

Article 25 (Convening of General Meeting, etc.)

  1. ①A general meeting of Members shall be convened by the Chairman, who shall preside that meeting.
  2. ②The ordinary general meeting of Members shall be held once every year, while extraordinary general meetings shall be convened if:
    1. 1. The Chairman deems as necessary;
    2. 2. Most directors in office request that a general meeting be convened, by stating the purpose of the meeting;
    3. 3. The auditor requests that ageneral meeting be convened;
    4. 4. One-third of all Members or more request that a general meeting be convened, by stating the purpose of the meeting;
    5. 5. If the office of the person that has the authority to convene the general meeting of Members becomes vacant or the aforementioned person is unwilling to do so, and therefore, it becomes impossible to convene a general meeting of Members, a general meeting of Members may be convened by the affirmative vote of most directors in office or not less than one-third of all Members.
    6. 6. At such a general meeting of Members convened pursuant to Article 25.2.5 hereof, the presiding officershall be appointed by the affirmative vote of most directors present at that meeting, in whichthe most senior director present shall preside the appointment thereof.
  3. ③In convening a general meeting of Members pursuant to subsection 1 above, each Member shall be given a notice thereof, stating the agenda items for that meeting, at least seven days prior to the date set for the aforementioned meeting.
  4. ④No resolution shall be adopted at a general meeting of Members with respect to anything that is not stated in the notice given pursuant to subsection 3 above.

Article 26 (Quorum)

  1. ①A general meeting of Members shall be duly called to order when at least one-tenth of all Members are present, in whicheach Member may appoint a proxy, in writing, to attend such meeting on his/her behalf.
  2. ②All resolutions at a general meeting of Members shall be adopted by the affirmative vote of most Members present at that meeting, provided, however, that the presiding officer shall have the casting vote in case of a tie in the votes.

Article 27 (Restrictions on the Exercise of Voting Rights at General Meetings)No officer or Member shall be allowed to exercise his/her voting rights in adopting resolutions with regard to the following matters:

  1. 1. Election or dismissal of the officer or Member in question as an officer
  2. 2. Matters that accompany the giving and taking of money and/or property in which there exists a conflict of interest between the officer andMember
  3. 3. Any other matters resolvedon by Members at a general meeting of Members

Article 28 (Meeting Minutes)

  1. ①The minutes of the meeting shall be taken with respect to every general meeting of Members. The minutes of the meeting shall record the procedures and results of the proceedings of such general meeting of Members and shall be signed and sealed by the presiding officer and directors present.

CHAPTER VI BOARD OF DIRECTORS

Article 29 (Establishment and Operation of the Board of Directors)

  1. ①The Corporation shall establish a Board of Directors ("Board").
  2. ②The Board shall be composed of directors.
  3. ③Board meetings shall be called by the Chairman, who shall preside each of such meetings.

Article 30 (Functions of the Board)

  1. ①The Board shall deliberate and resolve on the following matters:
    1. 1. Budgets; settlement of accounts of the Corporation; and the acquisition, disposal, and management of its property
    2. 2. Amendment and modification to these Articles of Incorporation
    3. 3. Dissolution of the Corporation
    4. 4. Election or appointment and dismissal of officers
    5. 5. Reorganization of committees and other bodies
    6. 6. Matters delegated to it by a general meeting of Members
    7. 7. Any other important matters of the Corporation
  2. ②The Chairman or a director shall not be allowed to exercise his/her voting rights in adopting resolutions with respect to anything in which there exists a conflict of interest between the Corporation and the Chairman or such director, if any.

Article 31 (Calling of Board Meetings)

  1. ①The Chairman shall be entitled to call a Board meeting, whenever he/she deems as necessary.
  2. ②Upon request to call a Board meeting as set forthbelow, the Chairman shall call such a meeting within 20 days from the date of such request:
    1. 1. Most directors in office request that a Board meeting be called, by stating the purpose of such meeting
    2. 2. The auditor requests that a Board meeting be called to make a report to the Board of the misconduct or irregularities that the auditor has found upon audit of the condition of the Corporation’s property
  3. ③In calling a Board meeting, each director shall be given a notice thereof, stating the agenda items for that meeting, at least seven days prior to the date set for the aforementioned meeting. The foregoing provision shall not apply, however, in whichall directors in office are present and request that a Board meeting be called.
  4. ④ When a Board meeting has to be called and if the office of the person that has the authority to call such a meeting becomes vacant or he/she is unwilling to do so, and therefore, it becomes impossible to call a Board meeting for seven days or longer, a Board meeting may then be called by the affirmative vote of most directors in office. In such a case, the presiding officer shall be appointed among the directors present at that meeting by the affirmative vote of most directors present, in which the most senior director present shall preside the appointment thereof

Article 32 (Quorum, etc.)

  1. ①Resolutions shall be adopted by the Boardsolely with respect to the matters that are stated in the notice given pursuant to Articles31.3 and 31.4 hereof. Notwithstanding the foregoing provision, the Board may present to a Board meeting anything other than those stated in such notice and may adopt resolutions with respect to the same, if all directors present consent at a meeting in which mostdirectors in office are present.
  2. ②All resolutions of the Board shall be adopted by the affirmative vote of most directors in office, and in case of a tie in the votes, the Chairman shall have the casting vote.
  3. ③Alldirectors shall have equal voting rights.
  4. ④ The Board shall not adopt any resolution in writing.
  5. ⑤The minutes of the meeting shall be taken with respect to each Board meeting.

CHAPTER VII COMMITTEES AND OTHER BODIES

Article 33 (Establishment of Committees and other Bodies)

  1. ①The Corporation may establish the following committees to promote long-term projects and, also, facilitate its efficient management and the establishment and abolition thereof, and the rules and regulations applicable thereto shall be resolved by the Board:
  2. 1. Committees may be established to be assigned with the matters related to policy forums, symposia, seminars, research projects, the development of business models, open innovation consultation, etc., so that the Corporation will carry out the aforementioned activities, and the chairman of each committee shall be elected by the Board on the recommendation of the Chairman
  3. 2. An academic committee maybe established to be assigned with variousacademic research activities, including international academic conferences,conforming to the objectives of the Corporation.
  4. 3. A Committee on the Development and Evaluation of Open Innovation Indicators may be established to be assigned with the task of measuring the degree of open innovation activities carried out by innovation-pursuing entities, such as the state, regions, and enterprises.
  5. 4. An Open Innovation Grand Award Review Committee may be established to be assigned with the task of awarding open innovation grand awards to enterprises having produced excellent open innovation systems and outcomes each year.
  6. 5. An Open Innovation Consulting Committee may be established to be assigned with the task of activating transactions that involvepatents, technologies, and ideas among entities that conduct research activities, such as the state, enterprises, researchers, etc.
  7. 6. An Open Innovation Platform Committee may be established to be assigned with the task of promoting the production and distribution of knowledge and technologies globally and strengthening a creative combination of technologies and markets, by developing, maintaining, and advancing the open innovation platform of this Corporation.

Article 34 (Advisory Committee)The Advisory Committee shall be composed of the Corporation’s former chairmen and other members appointed by the Chairman among those who have made a great deal of contributions to the growth of the Corporation. The Advisory Committee shall advise the Chairman on the following matters:

  1. 1. Management of the Corporation’s funds
  2. 2. Matters related to the punishment and reward of Members
  3. 3. Matters delegated to it by the Chairman or the Board
  4. 4. Any other matters that are deemed as important

Article 35 (Executive Office)The Corporation may establish an executive office to deal with the Corporation’s business, and the executive office management regulation shall be established by a resolution of the Board.

Article 36 (Other Committees)To smoothly carry out such other activities as required by the Corporation, the Chairman may establish some action committee(s) to carry out the aforementioned activities, subject to a resolution adopted by the Board.

  1. ①The action committee chairman mentioned above shall be appointed by the Chairman, while members to the action committee shall be appointed by the Chairman on the recommendation of the committee chairman. The Chairman shall obtain ex post facto approval from the Board for the appointment of such action committee chairman and members. Should the Chairman fail to obtain such approval, the Chairman shall follow the procedure for reappointing such action committee chairman and members.

CHAPTER VIII PROPERTY AND ACCOUNTING

Article 36 (Fiscal Year)The fiscal year of the Corporation shall be in accordance with the government’s fiscal year.

Article 37 (Property)①The Corporation shall manage its property in good faith.

  1. ①The Corporation’s property shall be divided into fundamental property, which fall within any of the following categories, and general property, whichconsists of any and all properties other than the fundamental property:
    1. 1. Property contributed as fundamental property at the time of establishment
    2. 2. Property acquired through donation or, otherwise, without consideration, except those that are deemed as impossible to classify as fundamental property, taking into account the purpose of donation, and that are classified, otherwise, with the approval of the Minister of the relevant Ministry.
    3. 3. Property among the general property of the Corporation that a general meeting of Members or the Board has adopted a resolution to transfer to the fundamental property
    4. 4. Reserves among budget surplus
  2. ② The types, conditions, and appraised values of the Corporation’s property shall be described as below, as of the date of establishment:
    1. 1. Cash (deposits)
    2. 2. Others
  3. ③Other property management standards shall be subject to the provisions of the Act on the Establishment and Management of Non-profit Corporations.

Article 38 (Budgets)The Corporation’s budgets shall consist of estimated balance sheets, estimated income statements, and their supplementary schedules.

Article 39 (Accounting)The Corporation’s accounting shall treat and process treat all accounting transactions on an accrual basis in accordance with the applicable financial accounting standards, so as to give an accurate picture of the results of its operations and cash flows.

Article 40 (Expenses)The necessary expenses incurred in the operation and management ofthe Corporation shall be financed by returns on its fundamental property, Members’ initiation fees, regular membership fees, special membership fees, contributions, income from its funds, and other miscellaneous income and revenues.

Article 41 (Membership Fee)Annual membership fees shall be determined with the approval of the Board, subject to ratification by Members at the immediately following general meeting of Members.

Article 42(Implementation and Reporting)①The Chairman shall have the authority to implement the Corporation’s budgets and operations accounting.

  1. ①At the end of each fiscal year, the Chairman shall prepare a general account settlement report and a fund management settlement report and shall then make a report thereof to the general meeting of Members for approval, accompanied by the auditor’s opinion.

CHAPTER IX SUPPLEMENTARY PROVISIONS

Article 43 (Modifications and Amendments)All modifications and amendments to these Articles of Incorporation of the Corporationshall be first deliberated on by the Board and shall then be resolved by the affirmative vote of not less than two-third of Members present at the general meeting of Members,subject to permission from the Minister of the relevant Ministry.

Article 44 (Detailed Rules on Implementation)The detailed rules that may be necessary for the implementation hereof, if any, shall be prepared by the Board and shall be approved at the general meeting of Members.

Article 45 (Preparation and Maintenance of Documents)

  1. ①The Corporation shall prepare a property list at the time of establishment thereof and thereafter at the end of each business year and shall then maintain the same in its office.
  2. ②The Corporation shall maintain a register of Members and shall alter the relevant entries therein upon the occurrence of membership changes.
  3. ③The Corporation shall maintain in its office the minutes of the general meeting of the Members prepared under Article 28 hereof.

Article 46 (Submission of Data and Materials)The Corporation shall submit to the Minister of the relevant Ministry, through a resolution of the Board and the approval of Members at thegeneral meeting of Members, its business plan and budgets one month prior to the commencement of every fiscal year and its business results and account settlement report within two months after the commencement of the immediately following fiscal year.In such a case, upon request from the Minister of the relevant Ministry, the Corporation shall submit the aforementioned business results and account settlement report, accompanied with an audit certificate issued by a certified public accountant or other relevant specialized institutions.

Article 47 (Reporting)When the Corporation has anything registered pursuant to the provisions of Articles49to 52 of the Civil Code, the Corporation shall orally report the result of such registration to the relevant Ministry within seven days from the date of completion thereof.

Article 48 (Dissolution)

  1. ①When the Corporation intends to dissolve itself because of the attainment or its inability to attain the objective under Article 1 hereof or otherwise, it shall be subject to the approval by the affirmative vote of not less than two-third of all Members at a general meeting of Members. Notwithstanding the foregoing provision, the Corporation shall be dissolved without a resolution adopted at thegeneral meeting of Members if no Members cease to remain any longer.
  2. ②All propertiesthat remainundisposed of pursuant to subsection 1 above shall belong to the National Treasury.

Article 49 (Applicable Laws and Regulations)With respect to all matters that are not provided herein, the relevant provisions of the Civil Code and the Act on the Establishment and Management of Non-profit Corporations shall apply mutatis mutandis; all matters that are not provided in the latter, either, shall be subject to the decisions made at the general meeting of Members or by the Board.

Addendum

These Articles of Incorporation shall come into effect on the date of permission from the Minister of the relevant Ministry (i.e.,[month][day], 2014).