SAE Update - March 2023 - 66

SAE International Bylaws
unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption
that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his or her
conduct was unlawful. (10/03/2012)
Section 10.3 - Right to Indemnification
(Derivative 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 by or in the
right of SAE to procure a judgment in its favor 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) actually and
reasonably incurred by him or her in connection with
the defense or settlement of 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; except,
however, that indemnification shall not be made
under this Section 10.3 in respect of any claim, issue
or matter as to which such person has been
adjudged to be liable to SAE unless and only to the
extent that the Court of Common Pleas of the county
in which the registered office of SAE is located, or
the court in which such action, suit or proceeding
was brought determines upon application that,
despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such
expenses that the Court of Common Pleas or such
other court shall deem proper. (10/03/2012)
Section 10.4 - Advance of Expenses
Unless in a particular case advancement of
expenses would jeopardize SAE's tax exempt status
under Section 501(a) of the Internal Revenue Code
( " Code " ) or result in SAE's failure to be described in
Section 501(c)(3) of the Code, expenses (including
attorneys' fees) incurred by any representative of
SAE in defending any action, suit, or proceeding
referred to in this Article X shall be paid by SAE in
advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or
September 2020
on behalf of the representative to repay such
amount if it is ultimately determined that he or she is
not entitled to be indemnified by SAE as authorized
in this Article X or otherwise. (10/03/2012)
Section 10.5 - Procedure for Effecting
Indemnification
Unless ordered by a court, any indemnification
under Section 10.1, Section 10.2, or Section 10.3
shall be made by SAE only as authorized in the
specific case upon a determination that
indemnification of the representative is proper in the
circumstances because he or she has met the
applicable standard of conduct set forth in such
subsections. Such determination shall be made: (a)
by the Board by a majority of a quorum consisting of
members who were not parties to such action, suit,
or proceeding; or (b) if such a quorum is not
obtainable, or if obtainable and a majority vote of a
quorum of disinterested members so directs, by
independent legal counsel in a written opinion.
(10/03/2012)
Section 10.6 - Indemnification Not Exclusive
The indemnification and advancement of expenses
provided by or granted pursuant to this Article X
shall not be deemed exclusive of any other rights to
which a person seeking indemnification or
advancement of expenses may be entitled under
any other provision of these Bylaws, agreement,
vote of disinterested members of the Board, or
otherwise, both as to action in his or her official
capacity and as to action in another capacity while
holding such office shall continue as to a person
who has ceased to be a representative of SAE and
shall inure to the benefit of the heirs and personal
representatives of such person. (10/03/2012)
Section 10.7 - When Indemnification Not Made
Indemnification pursuant to this Article X shall not be
made in any case where (a) the act or failure to act
giving rise to the claim for indemnification is
determined by a court to have constituted willful
misconduct or recklessness or (b) indemnification
would jeopardize SAE's tax exempt status under
Section 501(a) of the Code or result in SAE's failure
to be described in Section 501(c)(3) of the Code.
(10/03/2012)
Section 10.8 - Grounds for Indemnification
Indemnification pursuant to this Article X, under any
other provision of these Bylaws, agreement, vote of
the Board, or otherwise may be granted for any
action taken or any failure to take any action and
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SAE Update - March 2023

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