Sae International

“Sae outsources the management of its information technology business unit to sigma resources, llc.”

“The following significant bylaw changes were made effective October 6, 2015: Section 3.8 Suspension, Expulsion, and Censure Upon written notice from a committee or operating board of the Board, any member may be suspended, expelled, or censured for violation of these Bylaws or any agreement, policy, rule, or regulation adopted by SAE, or any other conduct prejudicial to the best interests of SAE. Written notice with an opportunity to respond to the reason for the suspension, expulsion, or censure shall be sent to the member's mailing or electronic mail address as they appear on the books of SAE. Final action shall occur upon the decision of the committee or operating board of the Board. No member who has been expelled or suspended shall (during the period of suspension) be allowed any of the rights or privileges of membership in SAE. No dues, assessments, or other charges shall be refunded to any member who has been expelled. Section 3.9 Reinstatement Upon written request signed by a former member and submitted to a committee of the Board, a former member may, if approved by a committee of the Board, be reinstated to membership upon such terms and conditions as a committee of the Board deems appropriate. Section 4.3 - Quorum, Organization and Manner of Acting The President, or in the absence of the President, the most recent Past President present at the 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. Section 5.3 Composition and Voting Status The Board shall be composed of up to twelve (12) voting members by 2019. The voting members of the Board shall consist of the President & Chair of the Board, Vice President Aerospace, Vice President Automotive, Vice President Commercial Vehicle, Treasurer, Immediate Past President, President Elect, Chief Executive Officer and the Directors-at-Large. The Secretary is a non-voting member of the Board. Section 5.4 Manner of Nominations and Election The Executive Nominating Committee shall select the nominees for President & Chair of the Board, Sector Vice President, Treasurer, and Directors-at-Large to be elected by the voting members. Annually, the President and outgoing Sector Vice President shall provide the ENC with one or more candidates for Sector Vice President. Section 5.5 Appointments The Board shall appoint a Chief Executive Officer and, upon nomination by the Chief Executive Officer, a Secretary. Section 5.6 Terms of Office The President & Chair of the Board shall serve a one (1) year term and shall not be eligible for re-election. The Immediate Past President shall serve a one (1) year term immediately following the presidential term of office. The Sector Vice Presidents shall each serve a three (3) year term as vice president immediately followed by a one (1) year term as a director-at-large. The election of the Sector Vice Presidents will be staggered, electing one (1) Sector Vice President for a respective industry sector each year. The Sector Vice Presidents shall not be eligible for re-election to the same office for a second term. The Treasurer shall serve a two (2) year term and is eligible for re-election for another two (2) year term. The Directors-at-Large shall each serve a four (4) year term and shall not be eligible for immediate re-election; provided, however, that a Director-at-Large nominated to serve as a Board Officer may be elected to an additional term as a Director-at-Large that is coterminous with the term of the Board Officer position. Section 5.7 Resignation and Removal Any Board member may resign by submitting to the President or the Secretary a written resignation, which shall become effective upon its receipt or at any later time specified the”

“Sae has the following grades of membership: honorary, fellow, member, affiliate, joint and student. Only members in the following grades are entitled to vote on each matter submitted to a vote of the membership: honorary, fellow, and member.”

“Directors are nominated by the executive nominating committee, and elected by the voting members.”

“THE RETURN WILL BE INITIALLY REVIEWED BY THE SAE CHIEF FINANCIAL OFFICER, Director of Finance and the controller. THE RETURN WILL THEN BE POSTED TO THE BOARD DISCUSSION FORUM. EACH BOARD MEMBER WILL BE ASKED TO ELECTRONICALLY ACKNOWLEDGE THAT THEY HAVE REVIEWED THE RETURN. QUESTIONS BY BOARD MEMBERS CAN BE POSTED TO THE FORUM DURING THE REVIEW PROCESS and are addressed accordingly prior to the final filing.”

“SAE ENFORCES A CONFLICT OF INTEREST POLICY IN ORDER TO PREVENT THE PERSONAL OR FINANCIAL INTERESTS OF SAE BOARD MEMBERS OR COMMITTEE MEMBERS FROM INTERFERING WITH THE PERFORMANCE OF THEIR FIDUCIARY DUTIES TO SAE. MEMBERS ARE REQUIRED TO SIGN A CONFLICT OF INTEREST POLICY STATEMENT DISCLOSING ALL MATERIAL BUSINESS, FINANCIAL AND ORGANIZATIONAL INTERESTS AND AFFILIATIONS THEY OR PERSONS CLOSE TO THEM HAVE WHICH COULD BE CONSTRUED AS RELATED TO THE INTEREST OF SAE. DISCLOSURE SHALL ALSO BE MADE IF A MATERIAL CONFLICT OF INTEREST ARISES IN THE COURSE OF THE MEMBER'S SERVICE TO SAE, WHETHER ARISING OUT OF THE MEMBER'S EMPLOYMENT, CONSULTING, INVESTMENTS, OR ANY OTHER ACTIVITY. IF AT ANY TIME A CONFLICT OF INTEREST EXISTS, THE MEMBER WILL EITHER BE ASKED TO REMOVE him/herself FROM PARTICIPATING IN THE DELIBERATIONS AND/OR VOTING ON THE MATTER PRESENTING THE CONFLICT OR IN SOME INSTANCES, IF IT WOULD BECOME NECESSARY, THE MEMBER WOULD BE ASKED TO SUBMIT THEIR RESIGNATION.”

“Sae international used a documented process for determining the executive management council's (emc) compensation, including the ceo's compensation. The compensation for all staff, including the emc, is market priced with benchmark data based on the applicable job description for the position. The emc positions were all market priced in 2015. In addition, sae international conducts an annual performance evaluation which is based on the employee performance for the year. The employee performance rating and position in range are taken into account to provide a guided merit increase that is given at the managers discretion. The ceos compensation process is managed annually by the sae international compensation committee and included a written performance appraisal completed by all members of the committee. Input from the ceo was included in this process as well. Comparable data was introduced by a third party compensation consulting organization to ensure market pricing. All decisions as a result of the evaluation process were documented in the january 2016 compensation committee meeting minutes.”

“States with which a copy of this Form 990 is required to be filed: AR, CA, CT, IL, IN, IA, KY, MD, MA, MI, MN, NV, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, TN, VA, WA, WV, WI”

“THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. There were less than ten requests in 2015.”

“The Corporation is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania for the following purposes: A) To advance the knowledge of the arts, sciences, standards and engineering practices connected with the development, design, construction and use of self-propelled machines, prime movers and related equipment (all herein collectively called "mechanisms"); B) To preserve and improve the quality of life in the production and use of such mechanisms; C) To maintain a library of publications; D) To promote through meetings, lectures, courses, seminars and the presentation and discussion of scientific and engineering papers a better understanding of such mechanisms; E) To develop technical and scientific reports, including engineering standards and recommended practices, in connection with the development, design, construction and use of such mechanisms, and publish and distribute such reports for the benefit of mankind; and F) Generally to provide for or carry on such other activities as may be necessary, incidental, convenient or desirable to accomplish fully the foregoing purposes.”

“The Corporation is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania for the following purposes: A) To advance the knowledge of the arts, sciences, standards and engineering practices connected with the development, design, construction and use of self-propelled machines, prime movers and related equipment (all herein collectively called "mechanisms"); B) To preserve and improve the quality of life in the production and use of such mechanisms; C) To maintain a library of publications; D) To promote through meetings, lectures, courses, seminars and the presentation and discussion of scientific and engineering papers a better understand of such mechanisms; E) To develop technical and scientific reports, including engineering standards and recommended practices, in connection with the development, design, construction and use of such mechanisms, and publish and distribute such reports for the benefit of mankind; and F) Generally to provide for or carry on such other activities as may be necessary, incidental, convenient or desirable to accomplish fully the foregoing purposes.”

“Change in pension obligation: $-2,827,863”

“Description:consultants/subcontractors total fees:9265211”