SAE Update - September 2020 - 40

SAE International Bylaws	
At all meetings of the Board, the presence of at least
one third of the Board members in office shall be
necessary and sufficient to constitute a quorum for
the transaction of business. If a meeting cannot be
organized because a quorum has not attended, a
majority of the Board members present may adjourn
the meeting from time to time until a quorum as
defined in this section shall be present, but notice of
the time and place to which such meeting is
adjourned shall be given to any Board member not
present either by telephone or similar
communications equipment at least eight (8) hours
prior to the hour of reconvening. (10/03/2012)
Resolutions of the Board shall be adopted and any
action of the Board upon any matter shall be taken
and be valid only with the affirmative vote of at least
a majority of the Board members present at a
meeting duly convened, except as otherwise
expressly provided in these Bylaws. (10/03/2012)
The President & Chair of the Board or, in the
absence of the President, the Immediate Past
President, shall chair all meetings of the Board. In
the absence of the President and the Immediate
Past President, the Board members present shall
select a voting Board member to be Chair. The
Secretary shall take the minutes of the meeting or
appoint a designee to do so. (10/06/2015)
Section 7.6 - Unanimous Written Consent
Any action required or permitted to be taken by the
Board, or a committee or operating board of the
Board, may be taken without a meeting, if all
members of the Board, or the committee or
operating board, consent in writing to the adoption of
a resolution authorizing the action. The resolution
and the written consents thereto by the members of
the Board, or such committee or operating board,
shall be filed with the Secretary along with the
minutes of the proceedings of the Board or of such
committee or operating board. (10/03/2012)
Section 7.7 - Emergency Provisions
Notwithstanding any other provisions of law, the
Articles of Incorporation, or these Bylaws, during any
emergency period caused by war or any other major
catastrophe or local disaster of sufficient severity to
prevent the conduct and management of the
business and affairs of SAE by its Board as
contemplated by the other provisions of these
Bylaws, a majority of the available Board members
(or the sole such member) who have not been
rendered incapable of acting because of incapacity
October 2016

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September 2020

or the difficulty of communication or transportation to
the place of meeting, shall constitute a quorum for
the sole purpose of electing individuals to fill such
emergency vacancies; and a majority of the Board
members present at such a meeting may act to fill
such vacancies or to reduce the size of the full
Board or both. Individuals so elected shall serve until
the absent Board members are able to attend
meetings or until the voting members act to elect
Board members to succeed them. During such an
emergency period, if the Board is unable to meet,
any action appropriate to the circumstances may be
taken by such other officers or employees of SAE as
may be present and able. Questions as to the
existence of a major catastrophe or local disaster,
and the number of surviving persons capable of
acting, shall be conclusively determined at the time
by the Board members or other officers or
employees so acting. (10/03/2012)
ARTICLE VIII - BOARD COMMITTEES AND
OPERATING BOARDS (04/21/2009)
The Board may establish committees and operating
boards to help carry out its responsibilities. Because
the Board operates with a single voice, unless
otherwise provided in these Bylaws the committees
and operating boards shall not be used as a
substitute for the action of the Board. (10/03/2012)
Committees have a longer term and consist of Board
and non-Board members. Operating boards are
accountable directly to the Board and are governed
by policies established by the Board. (04/21/2009)
Section 8.1 - Compensation Committee
The purpose of the Compensation Committee is to
recommend candidates for the position of Chief
Executive Officer, and evaluate the performance of,
recommend total compensation for, and monitor the
succession plan related to the Chief Executive
Officer. (10/06/2015)
Section 8.2 - Executive Nominating Committee
The purpose of theExecutive Nominating
Committee is to maintain a current pool of qualified
candidates and select nominees for President,
Sector Vice President, Treasurer, and Directors-atLarge as directed by the Board. (10/06/2015)
Section 8.3 - Finance Committee
The purpose of the Finance Committee is to
supervise the financial affairs of SAE, subject to the
financial management policy as approved by the
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UPDATE
SAE Update - September 2020

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