Sae International

“The Board shall be composed of up to twelve (12) voting members. 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. The Nominating Committee (NC) 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.”

“The following significant updates were made to the bylaws in September of 2020: Section 5.3 - Composition and Voting Status The Board shall be composed of up to twelve (12) voting members. 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 6.3 - The President & Chair of the Board The President & Chair of the Board shall be the chief elective officer of SAE, shall preside as Chair of the Board at all meetings of the members and the Board, and shall be a member, without vote, of all other committees of SAE, and sub-divisions thereof. The President & Chair of the Board shall also, at the annual meeting of the voting members and at such other times as are appropriate, communicate to the members or the Board such matters and makes such suggestions as may promote the welfare and increase the usefulness of SAE. The President & Chair of the Board shall perform such other duties as may be prescribed from time to time by the Board. Section 6.5 - The Secretary THE SECRETARY SHALL: (A) KEEP OR CAUSE TO BE KEPT A RECORD OF THE PROCEEDINGS OF THE MEMBERS AND THE BOARD; (B) PROVIDE NOTICES OF SAE AS MAY BE REQUIRED BY LAW OR THESE BYLAWS; (C) ACT AS CUSTODIAN OF THE CORPORATE RECORDS AND OF THE SEAL OF SAE, AND SEE THAT THE SEAL IS AFFIXED TO SUCH DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE; (D) MAINTAIN A REGISTER CONTAINING THE NAME AND ADDRESS OF EACH SAE MEMBER, AND IF MEMBERSHIP HAS TERMINATED, THE DATE ON WHICH MEMBERSHIP CEASED; AND (E) EXERCISE ALL POWERS AND DUTIES INCIDENT TO THE OFFICE OF SECRETARY AND SUCH OTHER POWERS AND DUTIES AS MAY BE PRESCRIBED FROM TIME TO TIME BY THE BOARD OR THE PRESIDENT. THE SECRETARY SHALL BE A MEMBER, WITHOUT VOTE, OF ALL OTHER COMMITTEES OF SAE, AND SUB-DIVISIONS THEREOF. Section 6.7 - The Chief Executive Officer The Chief Executive Officer shall be the chief operating and administrative officer of SAE, subject to the control of the Board, and shall have general supervision and management control of the day-to-day operations of SAE. The Chief Executive Officer shall be a voting member of the Board and a member, without vote, of all committees of SAE, and sub-divisions thereof. The Chief Executive Officer shall exercise such other powers and duties as may be prescribed from time to time by the Board or the President. 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. 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.”

“Sae has the following grades of membership: honorary; fellow; member; associate; 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 executive officer, chief financial officer and director of finance. 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 international enforces a conflict of interest policy in order to prevent the personal or financial interests of sae board members, committee members, officers and key employees from interfering with the performance of their fiduciary duties to sae international. Such employees, officers and board/committee members are required annually 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 international. Disclosure shall also be made if a material conflict of interest arises in the course of the employee's or member's service to sae international, whether arising out of the employee's or member's employment, consulting, investments, or any other activity. If at any time a conflict of interest exists, such member will either be asked to remove themselves from participating in the deliberations and/or voting on the matter presenting the conflict or in some instances, if it would become necessary, such member would be asked to submit their resignation.”

“Sae international uses a documented process for determining the executive management council's (emc) compensation. The compensation is market priced with benchmark data based on the applicable job description for the position. The emc positions were market priced in 2015. Sae international conducts an annual performance evaluation; the employee performance rating and position in range are taken into account to determine the merit increase. The ceo's performance and compensation process is managed annually by the sae international compensation committee and includes a written performance appraisal completed by all members of the committee as well as a self assessment from the ceo. Comparable data was updated in 2018 by a third party compensation consulting organization to ensure appropriate market pricing. All decisions as a result of the evaluation process were documented in the january 2018 compensation committee meeting minutes.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“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 of such mechanisms; 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 of such mechanisms; 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.”

“Sae foundation - administration of funds, including restricted funds, donated for the purpose of recognizing significant contributions to mobility technology and promoting engineering and science education from kindergarten through graduate school. Expenses: $3,059,495. Including grants of: $0. Revenue: $218,251.”

“Change in pension adjustment: $5,051,205 Merging of Effective Training Inc. into SAE International: $1,522,205 Other Adjustment: $255,952 TOTAL: $6,829,362”

“Description:other consulting fees total fees:7898210”