SAE Update - September 2020 - 37

SAE International Bylaws	
the annual meeting irrespective of whether the
notice of the meeting contains a reference thereto,
except as otherwise expressly provided by law or in
these Bylaws. (10/03/2012)
Section 4.2 - Special Meeting and Notice
A special meeting of the voting members may be
called at any time by the Board, the President, or a
voting member by delivering a petition to the
Secretary with signatures equal to at least one-tenth
of the voting members as of the end of the previous
fiscal year. A special meeting shall be held at the
registered office of SAE or at such other place as
may be specified by the Board. Written notice of a
special meeting, stating the day, hour, place, and
general nature of the business to be transacted,
shall be provided to each voting member of record at
least five (5) days prior to the day of the meeting.
(10/03/2012)

No business may be transacted at a special meeting
other than the general nature of which is stated in
the notice of meeting and business which is
germane thereto. (10/03/2012)
Section 4.3 - Quorum, Organization and Manner
of Acting
At all meetings of the voting members, the presence
in person, by proxy, or by approved electronic
communication of at least fifty (50) voting members,
or one tenth of all the voting members, whichever
number is the lesser, shall be sufficient to constitute
a quorum for the transaction of business. The voting
members present at a duly-organized meeting can
continue to do business until adjournment
notwithstanding the withdrawal of enough voting
members to leave less than a quorum. If a meeting
cannot be organized because a quorum has not
attended, those present may adjourn the meeting
from time to time to such time and place as they may
determine without notice other than by
announcement at the meeting of the time and place
of the adjourned meeting. (10/03/2012)
Resolutions of the voting members shall be adopted
and any action of the voting members at a meeting
upon any matter shall be taken and be valid only
with the affirmative vote of at least a majority of the
voting members present in person or by proxy at a
meeting duly convened, except as otherwise
expressly provided in these Bylaws.
The President, or in the absence of the President,
the most recent Past President present at the

meeting, shall Chair all meetings of the voting
members. In the absence of the President and all
Past Presidents, the Chair shall be the President
Elect. If the President Elect is not available, then the
Chair shall be selected from among the Board by the
voting members present. The Secretary shall take
the minutes of the meeting or appoint a designee to
do so. (10/06/2015)
Except as otherwise provided by law, the voting
members may, at the request of the Board, take any
action or adopt any resolution by vote under such
procedures as may be adopted from time to time by
the Board. Such action or resolution shall be
authorized, approved, and adopted upon receiving
the affirmative vote of at least a majority of the votes
returned to SAE provided that the number of votes
returned to SAE within the time limit specified in the
ballot is at least fifty (50), or one tenth of all the
voting members, whichever number is the lesser.
Section 4.4 - Election of Board of Directors
The election of those members of the Board who are
elected by the voting members, as set forth in Article
V, Section 4, shall be by any secure means
approved by the Board. Written notice of the vote,
stating the day and time the voting period will open
and close, shall be provided to each voting member
at least five (5) days prior to the day of such vote.
The vote of a majority of at least fifty (50) voting
members, or one tenth of all the voting members,
whichever number is the lesser, shall be sufficient to
constitute a quorum and take any action. At the
conclusion of any vote the Secretary shall certify the
results of the vote to the membership. The Board
may from time to time utilize any secure means of
voting to take other action required of the voting
members. (10/03/2012)
Section 4.5 - Proxies
At any meeting of the members, a voting member
may vote by proxy executed in writing by the
member and filed with the Secretary. A proxy may
be granted only to a voting member. No proxy shall
be valid after eleven (11) months from the date of its
execution. (10/03/2012)
ARTICLE V - BOARD OF DIRECTORS
Section 5.1 - Responsibilities
The Board shall manage the business and affairs of
SAE, shall determine its policies, and shall actively
promote SAE's purposes. The Board may adopt
policies for the conduct of its business and the

October 2016
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September 2020

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SAE Update - September 2020

Table of Contents for the Digital Edition of SAE Update - September 2020
