SAE Update - March 2023 - 67

SAE International Bylaws
may be made whether or not SAE would have the
power to indemnify the person under any provision
of law except as otherwise provided in this Article X
and whether or not the indemnified liability arises or
arose from any threatened, pending, or completed
action by or in the right of SAE. The provisions of
this Article X shall be applicable to all actions, suits
or proceedings within the scope of Section 10.1,
Section 10.2, or Section 10.3, whether commenced
before or after the adoption hereof, whether arising
from acts or omissions occurring before or after the
adoption hereof. (10/03/2012)
Section 10.9 - Power to Purchase Insurance
SAE may purchase and maintain insurance on
behalf of any person who 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 against any
liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his
or her status as such, whether or not SAE would
have the power to indemnify him or her against such
liability under the provisions of this Article X.
(10/03/2012)
Section 10.10 - Creation of a Fund to Secure or
Insure Indemnification
SAE may create a fund of any nature, which may,
but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its
indemnification obligations, whether arising under or
pursuant to this Article X or otherwise. (10/03/2012)
Section 10.11 - Status of Rights of Indemnities
The rights to indemnification and advancement of
expenses provided by or granted pursuant to this
Article X shall (a) be deemed to create contractual
rights in favor of each person who serves as a
representative of SAE at any time while this Article is
in effect (and each such person shall be deemed to
be so serving in reliance on the provisions of this
Article), and (b) continue as to a person who has
ceased to be a representative of SAE. (10/03/2012)
Section 10.12 - Elimination of Liability
To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as now in effect or
as hereafter amended, permit elimination or
limitation of the liability of Board members, no
member of the Board of SAE shall be personally
liable for monetary damages as such for any action
taken, or any failure to take any action, as a Board
member. The provisions of this Section shall be
September 2020
deemed to be a contract with each member of the
Board of SAE who serves as such at any time while
this Section is in effect and each such member of
the Board shall be deemed to be so serving in
reliance on the provisions of this Section. Any
amendment or repeal of this Section or adoption of
any Bylaw or provision of the Articles of SAE which
has the effect of increasing Board member liability
shall operate prospectively only and shall not affect
any action taken, or any failure to act, prior to the
adoption of such amendment, repeal, Bylaw or
provision. (10/03/2012)
ARTICLE XI - GENERAL PROVISIONS
Section 11.1 - Offices
The registered office of SAE shall be at 400
Commonwealth Drive, Warrendale, Pennsylvania
15096-0001 USA. SAE may also have offices at
such other places as the business of SAE may
require. (10/03/2012)
Section 11.2 - Corporate Seal
The corporate seal shall be in a circular form and
have inscribed thereon: SAE INTERNATIONAL;
January 1905 and A Pennsylvania Nonprofit
Corporation. (10/03/2012)
Section 11.3 - Fiscal Year
The fiscal year of SAE shall begin on the first day of
January and end on the last day of December, or on
such other days as shall be fixed by the Board.
(10/03/2012)
Section 11.4 - Annual Report to Members
The Board shall present to the members an annual
report to be in such form as may be prescribed by
the laws of the Commonwealth of Pennsylvania.
Section 11.5 - Statements and Discussions
SAE shall not be responsible for statements or
opinions advanced in papers or in discussions at its
meetings. Matters relating to politics or to
commercial considerations or not relating to SAE's
purposes shall not be discussed at a meeting of
SAE or be included in the editorial columns of its
publications.
Section 11.6 - Individual Participation
Individuals are elected or appointed to the Board
and Board committees on the basis of their personal
qualifications and their ability to contribute to the
work of these groups. In discharging their
responsibilities, members of all SAE bodies
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SAE Update - March 2023

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