Regenerative medicine & Cell therapy
industrialization network of Kanagawa

Chapter 1 General provisions

(Name)
Article 1 The name of this consortium will be ‘The Regenerative medicine ＆ cell therapy Industrialization Network of Kanagawa (abbreviation: RINK) (hereinafter ‘the Network’).
2 The English name shall be Regenerative medicine ＆ cell therapy Industrialization Network of Kanagawa.

(Purpose)
Article 2 To encourage the utilization and industrialization of regenerative medicine and cell therapy, build a network centered on companies located in the Life Innovation Center (LIC), with diverse participation from industry groups and related organizations, and thereby generate innovation by those companies.

(Details of business)
Article 3 The Network will conduct the following activities in order to achieve the aforementioned aims.
(1) Provide a place for information gathering and business matching regarding the regenerative medicine and cell therapy business
(2) Promote technical development and human resource training for the regenerative medicine and cell therapy business
(3) Provide a place for demonstrations, aiming for standardization in the regenerative medicine and cell therapy business
(4) Networking and collaboration with other organizations related to the regenerative medicine and cell therapy business
(5) Send out, disseminate and provide education on information about the regenerative medicine and cell therapy business
(6) Promote mutual exchange of information and technical collaboration activities between members of the Network
(7) Any other necessary activities to achieve the aims of the Network

(Business fiscal year)
Article 4 The business fiscal year of the Network will be from April 1 through to end of March annually.

Chapter 2 Members

(Members)
Article 5 Members of the Network are of the following two types.

(1) Regular members
・Companies, academic institutions and organizations that are located in the LIC-sited businesses
・Parties who conduct business in the field of regenerative medicine and cell therapy, who are not located within the LIC
・Companies, academic institutions and organizations that are not located in the LIC-sited businesses but that are conducting research and development or business development, or that are considering market entry to the field of regenerative medicine and cell therapy

(2) Supporting members
・Companies and organizations etc., who support the efforts of regular members either in personnel or economic terms.

（Membership）
Article 6 Parties wishing to become members must provide the Secretariat with their separate ‘Application for Membership’, which must be approved by the Board of Directors.
(Membership fees)
Article 7 In principle, the Network shall not charge membership fees. However, if it becomes necessary to collect membership fees, the Board of Directors shall consider such fees.

(Resignation)
Article 8 A member can voluntarily resign from membership of his/her own volition. In that case, the member should fill in the separate ‘Resignation Form’ with the reason for resignation, and must present it to the Secretariat.
2 A member who has been recognized doing any of the following, the relevant member can be expelled as a member by decision of the Board of Directors.
(1) Not observing any of these rules.
(2) Having committed any action that brings the name of the Network into disrepute.
(3) Having committed an illegal act or an act that is contrary to law and order or public morality.
(4) When it has been revealed that the member was a member of an anti-social group or organization, or was affiliated with them.
(5) When the member has committed an action that was thought by the Board of Directors to be inappropriate
3 When a member is to be asked to resign from membership in accordance with the rules above, the said member must be given the opportunity to defend him/herself in a Board of Directors meeting.

Chapter 3 Directors

(Directors)
Article 9 The Network will have the following directors,
(1) Representative Directors More than one company, but no more than three companies
(2) Directors At least 5 companies

(Method of electing directors)
Article 10 The Representative Directors will be determined by mutual election among the directors.
2 The Directors shall be nominated by the Board of Directors from among the members at the Annual General meeting and are elected by the approval of the meeting.

(Work of directors)
Article 11 The Representative Director represents the Network and has overall control of activities.
2 The Directors form a Board of Directors that will plan and implement the Network operations.

(Term of office)
Article 12 The term for a Director shall be one year. Note that this does not prevent a director being re-elected.

(Removal)
Article 13 A Director can be removed by resolution of the Annual General Meeting if any of the following applies. Prior to that resolution the said Director must be given the opportunity to defend him/herself in the Board of Directors meeting.
(1) When the person has admitted that he cannot continue to execute his duties due to physical or mental issues.
(2) When that person has behaved inappropriately as a Director, for reason of other violation of his work responsibilities

Chapter 4 Meetings

(Annual General Meeting)
Article 14 There are two types of Annual General Meetings: an ordinary Annual General Meeting and an Extraordinary Annual General Meeting.
2 The ordinary Annual General Meeting is held once per year.
3 An Extraordinary Annual General Meeting is held when the Representative Directors have recognized that one is required.
4 The Annual General Meeting will be convened by the Representative Directors who will chair the meeting.
5 Resolutions of the General Assembly will be adopted by a majority of the members present. The Representative Directors will have the casting vote in case of a tied vote.
6 Regular members can attend the Annual General Meeting and exercise their right to vote. Supporting members may attend the Annual General Meeting but do not have voting rights.
7 Members cannot attend the Annual General Meeting and propose new motions that are not already on the agenda set by the Board of Directors.
8 The Annual General Meeting can determine the following matters.
(1) Changes to rules and regulations
(2) Approval of the business plan and business reports
(3) Decision to dissolve
(4) In addition to what is listed in the items above, the determination of important matters concerning the management of the Network

(Board of Directors Meetings)
Article 15 The Board of Directors has two types of meetings: an ordinary Board of Directors meeting and an extraordinary Board of Directors meeting.
2 An ordinary Board of Directors meeting will be held once per business year.
3 An extraordinary Board of Directors Meeting will be held when the Representative Directors have recognized that one is required.
4 A Board of Directors Meeting will be convened by the Representative Directors who will chair the meeting.
5 The Board of Directors Meeting will be established by the attendance of a majority of directors, and resolutions will be passed by majority of those directors present. The Representative Directors will have the casting vote in case of a tied vote.
6 The Representative Directors can replace a resolution of the Board of Directors by seeking a vote by the Directors in writing.
7 The Board of Directors Meeting can resolve the following matters.
(1) Admission to and withdrawal from membership
(2) Proposal of business plans and business reports
(3) Establishment and dissolution of working groups
(4) Any matters, other than those above, deemed necessary by the Board of Directors

Article 5 Secretariat

(Secretariat)
Article 16 A secretariat may be established to administer the Network.

Article 6 Other
(Change of rules)
Article 17 These rules can be changed by consent of a majority of the attendees at an Annual General Meeting.
(Dissolution)
Article 18 The Network will be dissolved in the following cases.
(1) A resolution for dissolution is passed at the Annual General Meeting.
(2) The Board of Directors has determined that it is impossible to achieve the Network’s purpose.
(3) The Board of Directors has determined that it is difficult to continue for any reason.
(4) There is only one member.
2 In case of a dissolution under clauses (1) through (3) above, the consent of two thirds of all members must be obtained.

(Delegation)
Article 19 For any matters not set out in these rules or where there is doubt about the interpretation of these rules, the Board of Directors can make a determination by discussion.

Supplementary provisions
1 These rules come into effect from the date of establishment (October 14 2016).
2 The first business year will be from the date of establishment to March 31 of the following year.
3 Irrespective of Article 10, the first Representative Board Members of the Network will be Cellular Dynamics International Japan Co., Ltd., RICOH COMPANY, LTD., OSAKA SANITANY Co., Ltd.; and the Board members will be TAKARA BIO INC., Wako Pure Chemical Industries, Ltd., Pharmacological Evaluation Institute of Japan, Kanagawa Prefectural Government and KSP, Inc..

Supplementary provisions
1 These rules was revised and enforced from July 18, 2023.