board of directors governance policy manual - SAE International

More documents

Recommendations

Info

APPENDIX A-1 The BOARD represent s the interests of the membership, provides strategic direction expressed in broad policies, offers a clear, future-oriented leadership, outward vision and a broad range of viewpoints. The composition of the BOARD will include, but not be limited to: culture; national origin, age, gender, technical and/or managerial position, race, physical ability, industry sector and geographic location. PRESIDENCY SECTOR VICE PRESIDENTS TREASURY DIRECTORS President - Chair Aerospace Treasurer Class One Four At Large Immediate Past President Automotive Assistant Treasurer Class Two Four At Large President Nominee/Elect Commercial Vehicle Chief Executive Officer Class Three Four At Large Secretary Assistant Secretary 3/2013 SAE INTERNATIONAL BOARD OF DIRECTORS – GOVERNANCE POLICY MANUAL Page 45 of 85
BOARD PROCEDURE FOR FILLING A BOARD VACANCY APPENDIX G-1 6.7.11 BOARD MEMBER VACANCY PROCESS When a Director vacancy occurs, a Subteam of the Board will be appointed by the President to prepare and present a proposed slate of candidates to fill a Director vacancy at the next meeting. The Subteam will be made up of no more than four (4) Directors. The Subteam will be established to recommend a slate of candidates for the Board’s consideration. Specific consideration will be given to maintain the balance of diversity as elected by the membership of SAE. A slate of candidates will be prepared with consideration of the alternates identified by the Executive Nominating Committee (ENC) at its most recent selection meeting. A review of an alternate’s qualifications, based on the alternate’s nomination form on file with the ENC, will occur. The Subteam is responsible for presenting a slate of at least three (3) qualified candidates to the Board for selection of a replacement Director. Once the Board has selected the replacement Director, the President will contact the nominee to obtain his/her acceptance to serve on the Board to fill the vacancy. 6.7.12 OFFICE OF THE PRESIDENT VACANCY PROCESS As defined in the SAE Bylaws – Article V – Board of Directors; Section 10 Vacancies in the Board and Vacating Offices - A vacancy in the Office of the President shall be filled by a person selected from among the other Board members. RECONFIRMATION OF ELECTRONIC BUSINESS APPENDIX G-2 ARTICLE VII – BOARD MEETINGS Section 7.6 – Unanimous Written Consent Any action required or permitted to be taken by the Board, or a committee or operating board of the Board, may be taken without a meeting, if all members of the Board, or the committee or operating board, 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 or operating board, shall be filed with the Secretary along with the minutes of the proceedings of the Board or of such committee or operating board. (10/03/2012) THE PRESIDENT APPENDIX G-5 ARTICLE VI – BOARD OFFICERS AND OTHER POSITIONS Section 6.3 – The President The President shall be the chief elective officer of SAE, shall preside as Chairman of the Board at all meetings of the members and the Board, and shall be a member, without vote, of all other committees and operating boards of SAE, and sub-divisions thereof. The President 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 shall perform such other duties as may be prescribed from time to time by the Board. (10/03/2012) Page 46 of 85
Page 1 and 2: BOARD OF DIRECTORS GOVERNANCE POLIC
Page 3 and 4: GOVERNANCE POLICY MANUAL - TABLE OF
Page 5 and 6: MISSION SAE International is a glob
Page 7 and 8: BOARD JOB PRODUCTS G-1 The BOARD re
Page 9 and 10: BOARD GOVERNANCE PROCESS G-2 The BO
Page 11 and 12: BOARD CODE OF ETHICAL CONDUCT POLIC
Page 13 and 14: BOARD CONFLICT OF INTEREST POLICY G
Page 15 and 16: BOARD WHISTLEBLOWER POLICY (CONTINU
Page 17 and 18: ROLE OF THE TREASURER AND ASSISTANT
Page 19 and 20: BOARD COMMITTEES AND BOARD SUBTEAMS
Page 21 and 22: ROLE OF THE COMPENSATION COMMITTEE
Page 23 and 24: ROLE OF THE BYLAWS COMMITTEE G-12 C
Page 25 and 26: ROLE OF THE FINANCIAL AUDIT COMMITT
Page 27 and 28: ROLE OF THE EXECUTIVE NOMINATING CO
Page 29 and 30: RELATIONSHIP WITH THE CHIEF EXECUTI
Page 31 and 32: MONITORING THE CHIEF EXECUTIVE OFFI
Page 33 and 34: RELATIONSHIP WITH THE EDUCATION BOA
Page 35 and 36: RELATIONSHIP WITH THE FOUNDATION BO
Page 37 and 38: RELATIONSHIP WITH THE PUBLICATIONS
Page 39 and 40: MONITORING OPERATING BOARD PERFORMA
Page 41 and 42: RELATIONSHIP WITH THE PERFORMANCE R
Page 43 and 44: RELATIONSHIP WITH SAE GLOBAL, LLC R
Page 45: CHIEF EXECUTIVE OFFICER LIMITATIONS
Page 49 and 50: States federal, state or local inco
Page 51 and 52: The Directors-at-Large shall be div
Page 53 and 54: Page 52 of 85
Page 59 and 60: Threshold: > inflation 3.2.6.1 The
Page 61 and 62: 5.3.7.3 Staff is expected to submit
Page 63 and 64: 10.0 POLICY REVIEW results and to a
Page 65 and 66: Appendix 2 ELECTION TO BE GOVERNED
Page 67 and 68: Investment Policy Table of Contents
Page 69 and 70: FINANCIAL OBJECTIVES This policy, d
Page 71 and 72: Allowable Assets: 1. Cash Equivalen
Page 73 and 74: Liquidity Investment Investment Fun
Page 75 and 76: Appendix 2 Asset Allocation Guideli
Page 77 and 78: APPENDIX 3 The indices and universe
Page 79 and 80: 4.1.2 Tangible Personal Property 4.
Page 81 and 82: Is the property useful for the orga
Page 83 and 84: In instances in which a donor wishe
Page 85 and 86: The Trade and Service Marks of SAE

board of directors governance policy manual - SAE International

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?