BYLAWS OF THE DANGEROUS GOODS TRAINERS, ASSOCIATION, INC.

Article I. Name, Purpose, Offices and Membership

Section 1. Name. The name of the corporation is the Dangerous Goods Trainers Association, Inc., or DGTA.

Section 2. Purpose. The core of DGTA's mission is to promote public safety and security by ensuring dangerous goods that enter the global transportation system are properly handled. By providing a network of professionals dedicated to this mission, DGTA ensures dangerous goods professionals throughout the world have the resources and support needed to meet this objective. In addition, the development of a certification in the dangerous goods transport field provides companies that transport dangerous goods the opportunity to work with a recognized professional, ensuring their ability to comply with safety regulations and minimize the risk to public safety worldwide.

Section 3. Principal Office. The principal office of the DGTA in the Commonwealth of Virginia (hereinafter, "the Commonwealth") shall be located in the County of Fairfax. The corporation may have such other offices, either within or without the Commonwealth, as the board of directors may determine or as the affairs of the corporation may require.

Section 4. Registered Office. The DGTA shall maintain in the Commonwealth a registered office and a registered agent whose office is identical with the registered office as required by the laws of the Commonwealth. The registered office of the corporation may be, but need not be, identical with the principal office in the Commonwealth, and the address of the registered office may be changed from time to time by the board of directors.

Section 5. Membership. DGTA shall have the following two classes of members:

  1. Voting Members. Any natural person who supports the purposes of DGTA is eligible to apply for voting membership. Applications shall be submitted with the payment of annual dues at such time and in such form and amount as the Board may designate from time to time. The Board shall promptly consider each such application and, by majority vote, may grant or deny the application. Members who make timely payment of the annual dues from year to year shall remain in good standing, may attend, in person or by means of real-time electronica communication, any meeting of DGTA members that the chair of the board may call upon 60 days' notice, may cast one vote in any annual election of directors or on any other matter the board may decide to bring before the members.
  2. Non-voting Members. Any person who supports the purposes of DGTA is eligible to apply for non-voting membership. Applications shall be submitted with payment of annual dues at such time and in such form and amount as the Board may determine from tiem to time. The board shall promptly consider each such application and, by majority vote, may grant or deny the application. Non-voting members are eligible to attend such membership meetings and enjoy such privileges as the board may from time to time allow, but they may not vote in any election of directors.

Article II. Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors. Directors need not be residents of the Commonwealth.

Section 2. Number. Tenure Leadership and Qualifications. The number of directors of the DGTA shall be seven. The term of each director shall be two years, commencing October 1 of the year of election and ending September 30 of the second following year, or until his or her successor shall have been elected and qualified. Directors elected during 2012, however, shall serve an initial term commencing on August 1, 2012, and ending September 30, 2015. Only DGTA voting members in good standing are eligible to serve as directors. The directors shall as necessary at a regular annual meeting or at a special meeting elect a new director to fill the remaining term after an unscheduled vacancy on the board and elect one of their number to serve as chair and another to serve as vice chair of the board during his/her respective term. The chair or, in his or her absence, the vice chair, shall preside at meetings of the board and the membership, appoint such committees and committee chairs as necessary, serve as the chief executive of the DGTA and perform such other duties as the board may from time to time assign.

Section 3. Regular Meetings. A regular annual meeting of the board of directors shall be held in the fall of each year at a time and place the board may designate on 60 days notice. The board of directors may provide by resolution a different time and place, either within or without the Commonwealth, for the holding of additional regular meetings of the board of directors without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of any two directors. Those directors may fix any place, either within or without the Commonwealth, as the place for holding any special meeting of the board of directors called by them.

Section 5. Notice. Notice of any special meeting of the board of directors or of any meeting of the members shall be given at least two days previously thereto by written notice delivered personally or posted on the website and sent by electronic mail. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. Quorum. A majority of the number of directors fixed by section 2 of this Article II shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.

Section 8. Vacancies. Any vacancy expected to occur at the end of a term on the board of directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the membership that have cast their votes in such an election. In preparation for such meeting, the chair will post a call to the membership for expressions of interest or for nominations on the DGTA website, at least 60 days prior to the date of each regular annual meeting or such other meeting as the chair may determine to be necessary. No sooner than 14 days after the call is posted, the chair will prepare a slate of candidates for presentation to the membership. No fewer than 30 days before the regular annual meeting, the chair will conduct the election and promptly certify and announce the results.

Section 9. Removal. Any director may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed sum for attendance at each regular or special meeting of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11. Informal Action. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of the board of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Article III. Officers

Section 1. Number. The officers of the corporation shall be a secretary, a treasurer and such other officers as may be elected by the board of directors in accordance with the provisions of this article. The board of directors may elect or appoint such other officers as it shall deem desirable, to have the authority and perform duties prescribed by the board of directors. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. The Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

Section 6. The Secretary. The secretary shall: (a) keep the minutes of the proceedings of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is authorized in accordance with the provisions of these bylaws; and (d) in general perform all duties incident to the office of secretary and such other duties as may be assigned by the president or by the board of directors.

Article IV. Contracts, Checks and Deposits

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officers or agents of the corporation and in such manner as shall be determined by resolution of the board of directors.

Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

Section 4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.

Article V. Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors. All books and records of the corporation may be inspected by any member of the board of directors, or their agents or attorneys for any proper purpose at any reasonable time.

Article VI. Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

Article VII. Seal

The board of directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the Commonwealth of Virginia and the words "Corporate Seal."

Article VIII. Waiver of Notice

Whenever any notice is required to be given under the provisions of these bylaws or under the provisions of the articles of incorporation or under the laws of the Commonwealth, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article IX. Amendments to Bylaws

These bylaws may be altered, amended or repealed and new bylaws may be adopted upon the two-thirds vote of the board of directors at any regular or special meeting, if at least two days written notice is given of intention to alter, amend or repeal or adopt new bylaws at the meeting.

Article X. Antitrust Policy

The board shall, with advice of counsel, adopt a written policy for strict compliance with the antitrust laws of the United States and the business competition laws of other nations. Each meeting of the board shall begin with a reminder of the need for strict compliance with such laws.

Article XI. Conflict-of-Interest Policy

The board shall, with advice of counsel, adopt a written conflict-of-interest policy and shall require each member of the board of directors, upon election and at least annually thereafter, to certify in writing their compliance with such policy.

As amended by the Board April 8, 2015