SAE Update - March 2023 - 61

SAE International Bylaws
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 on such
day and at such hour (and, if in person, at such
place)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 (if applicable), 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, if applicable,
place) as they may determine without notice other
than by announcement at the meeting of the time
(and, if applicable, 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
September 2020
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,
electronic or otherwise, 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
3 of 10
SAE Update - March 2023

Table of Contents for the Digital Edition of SAE Update - March 2023
