The Articles of Association of the Academy Industry Research Corporation of the National University Corporation, Ulsan National Institute of Science and Technology

Established on October 21, 2008, in regulation no. 3.

Revised on November 19, 2009, in regulation no. 39.

Revised on Mar. 31, 2011, in regulation no. 70.

Revised on May 7, 2013, 5. in regulation no. 149.

Chapter 1: General Provisions

Article 1 (Purpose)

The articles of association for the Academy Industry Research Corporation stipulate the organization, operation, and other crucial aspects of the corporation established by the Promotion of Industrial Education and Industry-Academic Cooperation Act (hereafter referred to as “the Promotion Act”) and the University regulations of the Ulsan National Institute of Science and Technology (hereafter referred to as “the University”).

Article 2 (Name)

This corporation shall be called the Academy Industry Research Corporation of Ulsan National Institute of Science and Technology (hereinafter referred to as the “Academy Industry Research Corporation”).

Article 3 (Location of the Main Office)

The main office of the Academy Industry Research Corporation shall be located within the Ulsan National Institute of Science and Technology, with its address at 100, Banyeon-ri, Eeonyang-eup, Ulju-gun, Ulsan Metropolitan City.

Article 4 (Duties)

The Academy Industry Research Corporation shall perform the following duties:

1. Establish the academy industry research plans for institutional improvement, internal/external cooperation, and publicity
2. Sign and execute the academy industry research agreement
3. Manage the accounting related to academy industry research projects
4. Take responsibility for acquisition and management of intellectual properties
5. Support the facilities and operations of the University
6. Take responsibility for technology transfer and commercialization promotion
7. Compensate those who provide technology related to employee invention and carry out concerned research
8. Any other matters necessary for the development of academy industry research or which is specified in the concerned laws and regulations.

Chapter 2: Organization

Article 5 (Representative Director)

• The Academy Industry Research Corporation shall have a Representative Director, who shall be appointed and dismissed by the President of Ulsan National Institute of Science and Technology (hereinafter referred to as “the President”).
• The appointment period of the Representative Director shall be two years and reappointment is permitted.
• Academy Industry Research Corporation shall have no more than one director who acts as the Representative Director and serves as the director while in office.
• In the event that the Representative Director cannot carry out his or her duties due to unavoidable reasons, a person appointed by the President shall carry out their duties as proxy.

Article 6 (Substructure)

①     The Academy Industry Research Corporation may have subsidiary organizations, such as an Academy Industry Research Team, Technology Commercialization Center, Business Incubation Center, etc. (Revised on Mar. 31, 2011, May 7, 2013).

• The Academy Industry Research Corporation may establish a school enterprise and technology holding company pursuant to Articles 36 and 36-2 of the Promotion Act, and matters on their establishment and operation shall be separately determined by the President.

Article 7 (Appointment and Dismissal of Employees, Researchers, and other Personnel)

• The Representative Director may hire contract employees and researchers and other personnel who are paid by the Academy Industry Research Corporation.
• Required matters concerning the appointment, dismissal, remuneration, and service of the employees and researchers specified in Clause 1 above shall be separately determined by the Representative Director through review by the Steering Committee of the Academy Industry Research Corporation.
• The President may appoint members of the faculty of the University to carry out the duties of the Academy Industry Research Corporation upon the request of the Representative Director.
• The President may allocate duties related to education, research, or other office tasks to the employees, researchers, and other personnel of the Academy Industry Research Corporation after discussing the matter with the Representative Director.
• Procedures governing the appointment and dismissal of the employees of the technology holding company established by the Academy Industry Research Corporation shall be separately determined by the President.

Chapter 3: Steering Committee

Article 8 (The Steering Committee of the Academy Industry Research Corporation; Revised on May 7, 2013)

• The Steering Committee of the Academy Industry Research Corporation (hereinafter referred to as the “Committee”) shall be composed of seven or fewer members, including the chairperson, which shall be a position held by the Representative Director.
• The ex officio members shall include the Representative Director and the head of the Office of Research Affairs, and appointed members shall be appointed from the faculty of Ulsan National Institute of Science and Technology and from among outside specialists chosen by the President with recommendations from the Representative Director. (Revised on May 7, 2013).
• The tenure of the ex officio members shall be the tenure of the respective position, while the tenure of other members shall be two years and is subject to reappointment.
• The Steering Committee shall deliberate on the following: (Newly established on May 7, 2013)

1. The basic operation policy of the Academy Industry Research Corporation
2. The budget and financial settlements of the Academy Industry Research Corporation
3. The amendment of these Articles of Association
4. The establishment and revision of major regulations and detailed rules related to academy industry cooperation
5. Other important matters submitted for consideration by the chairperson pertaining to the operation of the Academy Industry Research Corporation

• A Technology Commercialization Review Committee shall be established as a substructure of Steering Committee in order to review major matters regarding employee invention and technology commercialization. (Newly established on May 7, 2013)

Article 9 (Technology Commercialization Review Committee; Revised on May 7, 2013)

• The Technology Commercialization Review Committee (hereinafter called as the “Review Committee”) shall be composed of nine (9) or fewer members, including the chairperson, which shall be a position held by the Representative Director.
• The ex officio members shall include the Representative Director, the head of the Office of Research Affairs, the head of Technology Commercialization Center, and the Head of the Business Incubation Center. Appointed members shall be appointed from the faculty of the Ulsan National Institute of Science and Technology (UNIST) and from among outside specialists chosen by the President with recommendations from the Representative Director.
• The tenure of the ex officio members shall be the tenure of the respective position, while the tenure of other members shall be two years and is subject to reappointment.
• The Review Committee shall deliberate on the following:

1. Enactment and abolishment of regulations on employee invention and technology transfer
2. Assessment, acquisition, and management of intellectual property rights
3. Transfer and commercialization of major technologies
4. Compensation, distribution, and execution of royalties
5. Other matters submitted by the head of the Review Committee

• If the Review Committee has no specialist in major fields related to employee invention and technology transfer, then the head of said committee may organize a subcommittee for each specialized field of deliberation. In this case, the Review Committee may be replaced by the subcommittee for deliberation.

Article 10 (Convocation and Resolution)

The Steering Committee and Review Committee shall be convened by their respective heads. Their meetings shall be held with a majority of committee members present, and decisions shall be made upon the approval of a majority of those in attendance. (Revised on May 7, 2013).

Chapter 4: Properties and Accounting

Article 11 (Types of Properties)

The Academy Industry Research Corporation shall own the following properties as basic possessions upon its establishment:

1. Properties contributed by the National University Foundation, Ulsan National Institute of Science and Technology
2. Properties donated by the national or local authorities and domestic or overseas individuals or organizations
3. Contributions, donations, or grants provided by national or local authorities and by domestic or overseas individuals or organizations

Article 12 (Fiscal Year)

The fiscal year for the Academy Industry Research Corporation shall be the same as that of the Ulsan National Institute of Science and Technology.

Article 13 (Income)

• The Academy Industry Research Corporation shall have the following financial resources and contributions specified in Clause 2:

1. Contributions, or grants by the national or local authorities
2. Revenue, securities, or other objects with property value acquired from academy industry research agreements
3. Revenue, securities, or other objects with property value acquired from academy industry research outcomes
4. Donations received for the purpose of carrying out academy industry research
5. Revenue from the operation of the school enterprises established by the Academy Industry Research Corporation
6. Dividends and other revenue generated by the technology holding company
7. Interest income and other income stipulated by the relevant laws and regulations
8. Other revenue generated by academy industry research projects

• The President may contribute the revenue specified in each item of Clause 1 when the Academy Industry Research Corporation is established.

Article 14 (Expenditures)

The Academy Industry Research Corporation may expend funds for the following causes:

1. Management and operation expenses of the Academy Industry Research Corporation
2. Expenses required to implement the academy industry research agreements
3. Expenses required to operate and support facilities of the University
4. Compensation to those who contributed to revenue
5. Operation expenses of the school enterprises established by the Academy Industry Research Corporation
6. Investment in the technology holding company
7. Project cost and operation support such as expenses of councils organized related with the academy industry research
8. Expenses incurred in carrying out tasks of technology transfer and commercialization promotion
9. Other expenses necessary for academy industry research and recognized to be required for the conduct of academy industry research and stipulated by the relevant laws and regulations

Article 15 (Account Management)

• All income and expenditures of the Academy Industry Research Corporation shall be calculated in the accounting of the Academy Industry Research Corporation.
• Accounting may be managed by keeping independent accounts for each financial resource or project unit pursuant to the provisions of the relevant laws and regulations or the agreement on academy industry research.

Article 16 (Accounting Agency)

• The Representative Director shall manage office tasks related to accounting for incomes and expenditures and may delegate the tasks of income collection or expenditure to the person in charge.
• The Representative Director shall appoint the persons in charge of income and expenditures to create executive bodies that enforce the rules for proper use of incomes and expenditures for the Academy Industry Research Corporation. However, if approved by the President., the accounting department of the Ulsan National Institute of Science and Technology may carry out the accounting tasks as a proxy.
• In case that the bodies created for execution of income and expenditures are maintained in the Academy Industry Research Corporation, the Representative Director shall appoint the persons in charge of income and expenditures. However, the roles played by the persons charged with the execution of incomes and expenditures may be carried out by the same person depending on the fund size.

Article 17 (Expenditure Procedures)

• The rules governing expenditures shall be enforced by the person in charge of expenditures pursuant to the provision in Clause 2, Article 16, with the authority limited to those with expenditure order.
• Expenditures shall be disbursed in checks or through bank transfers. However, small expenditures that are recognized as difficult or cumbersome to transfer between accounts may be paid in cash.

Article 18 (Accounting Procedures)

• Accounting shall be carried out with the provision of objective data and credible evidence.
• All financial activities of the Academy Industry Research Corporation shall be prepared with all necessary financial statements, such as balance sheets, operating cost calculations, financial figures, and other reports.
• The accounting procedures and preparation of financial statements shall be carried out as specified by the provisions in Clauses 1 and 2 and processed pursuant to the accounting treatment rules for the Academy Industry Research Corporation promulgated and notified by the Minister of the Ministry of Education, Science, and Technology.

Article 19 (Budget and Settlement)

• The Representative Director shall submit the business plan and report the budget and settlement for each fiscal year to the President according to the methods and deadline stipulated by the relevant laws and regulations, and the President shall examine and confirm these items.
• In the event that the fixed budget needs to be modified due to reasons occurring after the conclusion of the budget, the Representative Director may draft and enforce a revised supplementary budget in accordance with the relevant laws and regulations.

Article 20 (Storage and Disclosure of the Settlement Reports)

• The Representative Director shall store settlement reports in the main office for 5 years after the settlement has been determined.
• The Representative Director shall disclose the settlement reports upon the request of a stakeholder.

Article 21 (Auditor)

• The President shall have an audit carried out by staff or outside specialists on the status of properties and accounts of the Academy Industry Research Corporation at least once each year.
• The auditor shall immediately report to the Steering Committee and the President if the audit detects any evidence of illegal activity.

Article 22 (Restriction on Financial Management)

The Academy Industry Research Corporation shall obtain prior approval from the President and cooperate with the responsible department in order to conduct the following acts:

1. Assignment, donation, leasing, exchanging, or waiving basic properties
2. Assuming a burden of debt outside the scope of the budget
3. Waiving debentures

Chapter 5: Complementary Provisions

Article 23 (Confidentiality Obligation)

Those who hold or have held offices specified in these Articles of Association shall not disclose secrets acquired during operations.

Article 24 (Revision of Articles of Association)

Revision of these Articles of Association shall obtain approval of the President of Ulsan National Institute of Science and Technology with a majority vote of the enrolled members of the Steering Committee and shall be registered in the jurisdictional court as officially undergoing modification.

Article 25 (Dissolution)

• If the Academy Industry Research Corporation cannot achieve the purpose of these Articles of Association, then it shall register for the disbanding of the Academy Industry Research Corporation in the jurisdictional court after acquiring approval from the President and a two-thirds vote of the enrolled members of the Committee.
• Residual properties remaining after disbanding the Academy Industry Research Corporation shall be reverted to the Ulsan National Institute of Science and Technology.

Article 26 (Payment of Compensation)

Those who have made contributions to financial incomes and the financial resources of the Academy Industry Research Corporation or who have contributed to sustain the revenues of the University enterprises and the technology holding company may be paid compensation according to the nature of the financial resource, the level of income, and the payment criteria, and such compensation payment criteria shall be separately determined by the President.

Article 27 (Public Notice)

• The following matters shall be disseminated by public notification:

1. Public notice of laws and regulations
2. Affairs related to the title of the Academy Industry Research Corporation and the location of its office
3. Matters recognized by the Representative Director as requiring public dissemination for conducting objective projects and profit-making projects

• Dissemination shall be through the University newspaper or home page of the University on the Internet.

Article 28 (Detailed Enforcement Rules)

Details required for the enforcement of these Articles of Association shall be set forth in a separate formulation and publication of detailed enforcement rules.

Article 29 (Rules of Application)

Other matters not specified in these Articles of Association shall be applied mutatis mutandis with the concerned laws and regulations, including the Promotion Act.

Supplementary Provision (October 21, 2008)

Article 1 (Effective Date)

These Articles of Association shall enter into force from the date of registration at the jurisdictional court.

Article 2 (Interim Measures)

The rights and obligations of the academy industry research agreement signed with the Ulsan National Institute of Science and Technology before the Academy Industry Research Corporation has been established shall be deemed to be inherited by the Academy Industry Research Corporation.

Supplementary Provision (November 19, 2009)

Article 1 (Effective Date)

These Articles of Association shall take effect as of September 11, 2009.

Supplementary Provision (March 31, 2011)

Article 1 (Effective Date)

These Articles of Association shall take effect on the date of their announcement.

Supplementary Provision (May 7, 2013)

Article 1 (Effective Date)

These Articles of Association shall take effect as of May 7, 2013.