SAE Update - March 2023 - 65

SAE International Bylaws
Section 8.4 - Audit & Risk Committee
The purpose of the Audit & Risk Committee is to: (a)
select an independent auditor to audit SAE's
financial condition on an annual basis; (b) review the
audit report submitted to the Committee by the
auditor and communicate the auditor's
recommendations to the Finance Committee and the
Board; and (c) monitor enterprise risk in conjunction
with management. (09/09/2020)
ARTICLE IX - MISCELLANEOUS
CORPORATE TRANSACTIONS AND
DOCUMENTS
Section 9.1 - Notes, Checks, other Commercial
Paper
All properly authorized notes, bonds, drafts,
acceptances, checks, endorsements (other than for
deposit), guarantees, and all evidences of
indebtedness of SAE whatsoever, shall be signed by
such officers or agents of SAE subject to such
requirements as to countersignature or other
conditions as the Board may from time to time
determine. Facsimile signatures on checks may be
used if authorized by the Board. (10/06/2015)
Section 9.2 - Execution of Instruments Generally
Except as provided in these Bylaws, all deeds,
mortgages, contracts, and other instruments
requiring execution by SAE may be signed by the
President, the Chief Executive Officer, or the
Treasurer, and authority to sign any such contracts
or instruments, which may be general or confined to
specific instances, may be conferred by the Board
upon any other person or persons. Any person
having authority to sign on behalf of SAE may
delegate from time to time by instrument in writing all
or any part of such authority to any person or
persons if authorized so to do by the Board.
(10/03/2012)
Section 9.3 - Voting and Acting with Respect to
Stock and Other Securities Owned by SAE
The President, Chief Executive Officer, and
Treasurer shall have full power and authority to vote
and act with respect to all stock and other securities
in any other corporation owned by SAE, unless the
Board confers such authority, which may be general
or confined to specific instances, upon some other
Officer or person. Any person so authorized shall
have the power to appoint an attorney or attorneys,
with general power of substitution as proxies for
SAE with full power to vote and act on behalf of SAE
September 2020
with respect to such stock and other securities.
(10/03/2012)
ARTICLE X - INDEMNIFICATION OF, AND
ADVANCEMENT OF EXPENSES TO,
MEMBERS OF THE BOARD
AND OTHERS
Section 10.1 - Right to Indemnification (General)
Any person who was or is a party or is threatened to
be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether
brought by or in the name of SAE or otherwise), by
reason of the fact that he or she is or was a
representative of SAE, or is or was serving at the
request of SAE as a representative of another
corporation, partnership, joint venture, trust, or other
enterprise, shall be indemnified by SAE to the fullest
extent now or hereafter permitted by applicable law
in connection with such action, suit or proceeding
arising out of such person's service to SAE or to
such other corporation, partnership, joint venture,
trust, or other enterprise at SAE's request. The term
" representative, " as used in this Article X, shall mean
any Board member, officer, or employee, including
any employee who is a medical doctor, lawyer, or
other licensed professional or any committee
created by or pursuant to these Bylaws, and any
other person who may be determined by the Board
to be a representative entitled to the benefits of this
Article X. (09/09/2020)
Section 10.2 - Right to Indemnification (ThirdParty
Actions)
Without limiting the generality of Section 10.1, any
person who was or is a party or is threatened to be
made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than
an action by or in the right of SAE), by reason of the
fact that he or she is or was a representative of SAE,
or is or was serving at the request of SAE as a
representative of another corporation, partnership,
joint venture, trust or other enterprise, shall be
indemnified by SAE against expenses (including
attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by
him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or
not opposed to, the best interests of SAE, and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was
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