SAE Update - March 2023 - 64

SAE International Bylaws
provided to each Board member at least ten (10)
days prior to the day of the meeting. (10/03/2012)
Section 7.5 - Quorum, Organization, and Manner
of Acting
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, if in person, place) to which such
meeting is adjourned shall be given to any Board
member not present virtually, 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 of the Board, may be taken
without a meeting, if all members of the Board, or
the committee, 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, shall be filed with the
Secretary along with the minutes of the proceedings
of the Board or of such committee. (09/09/2020)
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
September 2020
Bylaws, a majority of the available Board members
(or the sole such member) who have not been
rendered incapable of acting because of incapacity
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
The Board may establish committees to help carry
out its responsibilities. Because the Board operates
with a single voice, unless otherwise provided in
these Bylaws the committees shall not be used as a
substitute for the action of the Board. (09/09/2020)
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 - Nominating Committee
The purpose of the Nominating Committee is to
maintain a current pool of qualified candidates and
select nominees for President, Sector Vice
President, Treasurer, and Directors-at-Large as
directed by the Board. (09/09/2020)
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
Board. The Finance Committee reports to the Board
by presenting a statement of SAE's financial
condition at each regular Board meeting. (10/03/2012)
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SAE Update - March 2023

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