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.”

“Section 4.1 - annual meeting and notice an annual meeting of the voting members shall be held each year on such day and at such hour (and, if in person, at such place) as may be specified by the board. Written notice of the annual meeting, stating the day and hour (and, if in person, place), of the meeting, shall be provided to each voting member at least five (5) days prior to the day of the meeting. Any business may be transacted at the annual meeting irrespective of whether the notice of the meeting contains a reference thereto, except as otherwise expressly provided by law or in these bylaws. (03/14/2023) section 4.2 - special meeting and notice a special meeting of the voting members may be called at any time by the board, the president, or a voting member by delivering a petition to the secretary with signatures equal to at least one-tenth of the voting members as of the end of the previous fiscal year. A special meeting shall be held on such day and at such hour (and, if in person, at such place) as may be specified by the board. Written notice of a special meeting, stating the day, hour, place (if applicable), and general nature of the business to be transacted, shall be provided to each voting member of record at least five (5) days prior to the day of the meeting. (03/14/2023) section 4.3 - quorum, organization and manner of acting at all meetings of the voting members, the presence in person, by proxy, or by approved electronic communication of at least fifty (50) voting members, or one tenth of all the voting members, whichever number is the lesser, shall be sufficient to constitute a quorum for the transaction of business. The voting members present at a duly-organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough voting members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time to such time (and, if applicable, place) as they may determine without notice other than by announcement at the meeting of the time (and, if applicable, place) of the adjourned meeting. (03/14/2023) section 4.4 - election of board of directors the election of those members of the board who are elected by the voting members, as set forth in article v, section 4, shall be by any secure means, electronic or otherwise, approved by the board. Written notice of the vote, stating the day and time the voting period will open and close, shall be provided to each voting member at least five (5) days prior to the day of such vote. The vote of a majority of at least fifty (50) voting members, or one tenth of all the voting members, whichever number is the lesser, shall be sufficient to constitute a quorum and take any action. At the conclusion of any vote the secretary shall certify the results of the vote to the membership. The board may from time to time utilize any secure means of voting to take other action required of the voting members. (03/14/2023) 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. Additionally, the president & chair shall serve a one (1) year term as president-elect immediately preceding the presidential term of office and a one (1) year terms as immediate past president immediately following the presidential term of office. (03/14/2023) the sector vice presidents shall each serve a three (3) year term. 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. (03/14/2023) the treasurer and directors-at-large shall each serve a two (2) year term with a possible, additional two (2) year term (for a total maximum term of four (4) years) if agreed to by the board (acting through the then-current chair) and t”

“Sae shall have the following grades of membership: honorary; fellow; member; associate; joint; and student. Only members in the following grades shall be 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.”

“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 2023 by a third party compensation consulting organization to ensure appropriate market pricing. The compensation is market priced with benchmark data based on the applicable job description for the position. This position was market priced in 2023. Incumbents merit increase is based on job performance. All decisions as a result of the evaluation process were documented compensation committee meeting minutes.”

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

“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: $2,416,041. Including grants of: $0. Revenue: $143,379.”

“Change in pension adjustment: $ 2,120,117 -------------- other changes in net assets: $ 2,120,117”

“Description:other consulting fees total fees:16554644”