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		ORGANIZATION MEMBERSHIP DUES & FEES MANAGEMENT BOARD OF DIRECTORS OFFICERS COMMITTEES MEMBERSHIP MEETINGS DIVISIONS, CHAPTERS AND COUNCILS AMENDMENTS INDEMNIFICATION DISSOLUTION

ARTICLE I - ORGANIZATION Section 1 - Name: The organization shall be known as the International Safe Transit Association, Inc. (ISTA), hereinafter called the Association. Section 2 – Statement of Purpose: The Board of Directors shall establish a Statement of Purpose to include a Mission and Vision for the Association and shall review the Statement of Purpose on an annual basis at the Annual Meeting of the Board. Section 3 - Incorporation: The Association is a not-for-profit corporation and shall maintain a registered office in the State of Delaware, and its registered Agent shall be the Corporation Trust Company, Wilmington, Delaware. Section 4 - Location: The principal office of the Association shall be designated by the Board of Directors. Section 5 - Fiscal Year: The fiscal year of the Association shall be the calendar year. Section 6 - Gifts: The Board of Directors may accept on behalf of the Association any contribution, gifts, bequests or devise for the use of the Association. Section 7 - Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Association in addition to the officers authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name and in behalf of the Association. ARTICLE II - MEMBERSHIP Section 1 - Eligibility: Membership in the Association shall be open to businesses entities, educational institutions, associations and individuals engaged, involved or interested in packaging, transportation or physical distribution of goods. Section 2 – Membership Category: Membership status in the Association shall be categorized either as a Business Member, Educational Institution, Association or Individual Member. Section 3 – Membership Classes and Types: The Board of Directors may establish Membership classes and types under each membership category as deemed necessary. Section 4 - Application: Application for membership shall be made on an application form(s) available from the Association. Section 5 - Representation of Membership: Members of the Association shall designate a Delegate and an Alternate to represent them with the exception of Individual Members who shall represent themselves. Section 6 - Voting Rights: Only Business members shall be entitled to vote, except in special ballots so deemed by a two-thirds (2/3) vote of the Board of Directors. Votes are cast by the Member’s Delegate or Alternate. Section 7 - Eligibility to Hold Office: Any member shall be eligible to hold elective and/or appointive positions in the Association. Section 8- Termination: Membership in the Association may be terminated for any of the following: a. Any cause considered detrimental to the best interests of the Association, or inability to maintain the appropriate technical qualifications. Termination for cause requires a two-thirds (2/3) affirmative vote of the Board of Directors at any regular or special meeting of the Board of Directors, provided said member be afforded the opportunity to be heard by the Board of Directors prior to the vote. b. Non-payment of annual membership dues by March 31 of each year. c. Submitting written notice of resignation to the Board of Directors. Section 9 - Reinstatement of Terminated Members : Members terminated for cause, upon written request, may apply for reinstatement to the Board of Directors, provided qualifications for membership have been satisfied and with concurrence of two-thirds (2/3) vote by the Board of Directors. Reinstatement for Members terminated for non payment of dues or resignation shall be by payment of current dues and, if more than one year has passed, the submission of a new membership application. Section 10 - Transfer of Membership: Only In the case of acquisition of a business member whether by sale, merger or otherwise, a Business Membership in the Association, upon written notice received by the Association, may be transferred and assigned to the new owners. ARTICLE III - DUES AND FEES Section 1 - Annual Dues: The Board of Directors shall establish the annual dues for each category, class and type of membership. Section 2 - Fees: The Board of Directors shall determine the amount of initiation fee, if any and any other special fees or assessments. ARTICLE IV - MANAGEMENT Section 1 - Board of Directors: The Board of Directors shall be the governing and policy making unit of the Association. The board shall direct the investment and care of funds of the Association. Section 2 - Executive Committee: An Executive Committee composed of the elected officers of the association, and the Executive Director shall be the operational unit of the Association and have such duties and authority as the Board may designate. Section 3 - Executive Director: Shall be appointed by the Board of Directors and shall hold office as the Board of Directors may determine. Shall be authorized in consultation with the Executive Committee to direct the operations of the Association and carry out policies established by the Board of Directors and shall be responsible for the establishment and administration of staff and facilities needed in the performance of their responsibilities. The Executive Director may retain legal, accounting and other professional services as needed by the Association with the approval of the Executive Committee. Section 4 - Staff: The Board of Directors may employ direct personnel or a management company to conduct the affairs of the Association. Staff shall provide operational functions that are required by the various officers or committees of the Association. The Board will specify term of service, compensation, and responsibilities of such personnel or firms. ARTICLE V - BOARD OF DIRECTORS Section 1 - Board of Directors: The Board of Directors shall be composed of not more than (29) members with the Immediate Past President serving on the board. Section 2 - Director Terms: No director may serve more than two (2) consecutive three (3) year terms unless; elected to the office of Executive Vice President or higher, in which case the director may continue service through the terms of the higher offices to which elected or granted one additional three (3) year term by a two-thirds (2/3) affirmative vote of the Board of Directors, provided that no more than three (3) directors are granted an additional term in any one year. Section 3 - Nominations: The Nominating Committee shall be responsible for identifying qualified nominees and nominating one member representative for each expiring term or vacancy on the Board of Directors. Section 4 - Elections: The nominations will be printed or electronic ballots sent to the voting membership at least forty (40) days prior to the annual meeting. Voting for the members of the Board of Directors shall be conducted by ballots received 15 days prior to annual meeting of the Association. The persons receiving a plurality of the votes shall be declared elected. Section 5 - Board Meetings: There shall be an annual meeting of the Board of Directors at a time and place designated by the Board of Directors. Board Members shall be notified by mail or electronic communications and the general membership shall be notified in an official publication of the Association or by posting on the Association’s web site at least forty (40) days prior to the designated date. Section 6 – Special Board Meetings: Special meetings may be called by the President or at the request of at least five (5) board members. Notice shall be given stating the agenda, the place, day and time for any special meeting and shall be given in person, by mail or electronic communications to the Board Members and posted on the Association’s web site for the general membership not less than five (5) days before the date of said meeting. At any special meeting, no other matters may come before the Board other than those stated in the agenda. Section 7 - Board Quorum: A majority of the Board of Directors shall constitute a quorum at any of its meetings. Section 8 - Board Rules: Robert’s Rules of Order shall govern Conduct of meetings. Section 9 - Board Resolutions: Except as otherwise provided in these Bylaws, any resolution adopted by the Board of Directors shall require an affirmative vote of at least a majority of the members present at any regular or special meeting of the Board. Section 10 – Termination: Members of the Board of Directors of the Association shall be required to attend all regular and special meetings. Absence in more than two consecutive meetings shall be the basis of their termination unless excused prior to meeting with proper cause. Section 11 - Vacancies: The President shall fill any vacancy on the Board of Directors with a confirmation by the Executive Committee and then the Board of Directors at the next meeting of the Board. The person so appointed shall serve out the term of the vacancy. ARTICLE VI - OFFICERS Section 1 - Officers: The standing officers of the Association shall be; President, Executive Vice President, Vice President – Finance and Secretary. Section 2 - Other Officers: The Board of Directors may establish or eliminate other Officers, as it deems necessary. Section 3 - Duties of Officers: All elected officers shall assume their duties immediately after the conclusion of the Annual Board Meeting in which they are elected. a) President - shall be the chief executive officer of the Associations, shall preside at all board and membership meetings, and shall have general supervision of the activities of the Association. b) Executive Vice President - shall assume the duties and authority of the President in the absence or incapacity of the President. This officer shall also serve as Chair of the Planning Committee. c) Vice President – Finance - shall be the chief financial officer and shall supervise all financial operations of the association, including maintenance of adequate financial records. d) Secretary - This officer shall be responsible for supervising the preparation and maintenance of the records of the Association. e) Other Officers – shall perform duties as assigned by the Board of Directors. f) Additional Duties - Each board member or officer shall perform specific duties as may be assigned by the Board of Directors. g) Delegation - With the approval of the Board of Directors, any officer may delegate part of his/her duties to Association staff. Section 4 - Officer Terms: All officers of the Association are elected by the Board of Directors and serve a one (1) year term, except the President, who is elected every even number year and who serves a two (2) year term. No officer may serve more than four (4) years in the same office. Section 5 – Termination: Officers of the Association shall be required to attend all regular and special meetings. Absence in more than one-half of these meetings shall be the basis of their termination unless excused prior to meeting with proper cause. Section 6 - Vacancies: The President shall fill any officer vacancy with a confirmation by the Executive Committee and then the Board of Directors at the next meeting of the Board. The person so appointed shall serve out the term of the vacancy. ARTICLE VII – COMMITTEES Section 1 - Standing Committees: The standing committees of the Association shall be as follows: Nomination, Finance and Management, and Planning. All committee operations and management shall be under the direction of the Board of Directors. a) Nominating Committee consisting of the immediate Past President as Chairman, the Executive Vice President and the one other officer appointed by the President b) Finance and Management Committee - Is chaired by the Vice President - Finance and includes the President, Executive Vice President and four (4) other members appointed by the Chair from the regular membership. c) Planning Committee - Is chaired by the Executive Vice President and includes the President, Vice President – Finance and other Board members appointed by the Chair. Section 2 – Other Committees: The Board of Directors may establish or eliminate Committees, as it deems necessary. Section 3 – Committee Appointments: The President shall appoint a Committee Chair for all non-standing committees with the concurrence of the Board of Directors. Each non-standing committee Chair shall appoint membership in their committee. ARTICLE VIII - MEMBERSHIP MEETINGS Section 1 - Annual Meetings: An annual meeting of the members shall be held each year within six (6) months after the last day of the fiscal year. The Board of Directors shall determine the time and place and the Members shall be notified by mail or electronic communications or by publication in an official publication of the Association at least forty (40) days prior to the designated date. Section 2 - Special Meetings: Special meetings may be called by at least six (6) members of the Board of Directors or by a membership petition. A membership petition must be filed with the Secretary and signed by a minimum of ten percent (10%) of the voting members of the Association, determined as of the date of filing the petition. Board members or petitioners shall indicate agenda items, which shall be listed on the meeting notice to members, and these shall be the only items considered at the special membership meeting. Such meeting shall be held within 60 days after board member request or after filing of the petition, at such time and place as may be designated by the Board of Directors, with appropriate notice to all members. ARTICLE IX – DIVISIONS, CHAPTERS AND COUNCILS Section 1 – Divisions: There may be various Divisions within the Association as deemed necessary by the Board of Directors. Composition, membership, operation and management of these divisions will be determined the Board of Directors. Section 2 - Chapters: Chapters representing national and international geographical regions may be created by Board of Directors who shall determine their location, composition, membership, and management. Section 3 –Councils: The Board of Directors may establish Councils, as it deems necessary. Councils are met to be ruling bodies for a specific function or functions as granted by the Board of Directors. Composition, membership, operation and management of these Councils will be determined by the Board of Directors. ARTICLE X - AMENDMENTS Section 1 - Initiation: The membership may by petition or any member of the Board may propose an amendment to the bylaws at any regular meeting of the Board. A membership petition must be filed with the Secretary and signed by a minimum of ten percent (10%) of the voting members of the Association, determined as of the date of filing the petition. The proposed amendment will be sent to a Bylaws Committee appointed by the President for review and recommendation. Section 2: - Adoption: The Board of Directors will take action on the proposed amendment(s) at the next regular meeting, or at any subsequent special meeting, provided all members of the Board are informed that the proposed amendment(s) will be voted on at that time. Approval of the proposed amendment(s) shall require an affirmative vote of at least a majority of the entire membership of the Board of Directors. Any proposed amendment(s) approved by the Board of Directors, or any proposed amendment(s) initiated by petition and rejected by the Board of Directors, shall be submitted to the voting membership for vote by mail, fax or electronic ballot within thirty (30) days after action by the Board of Directors. Adoption of the proposed amendment(s) approved by the Board of Directors shall require an affirmative vote of at least a majority of the votes cast within thirty (30) days after distribution of the ballots. Any proposed amendment(s) rejected by the Board of Directors that was initiated by petition shall be submitted to the voting membership for vote by mail, fax or electronic ballot within thirty (30) days after action by the Board of Directors. Adoption of the proposed Board rejected petition amendment(s) shall require an affirmative vote of at least two thirds (2/3) affirmative vote of the ballots cast within thirty (30) days after distribution of the ballots. All adopted amendments shall take effect immediately after the ratification by the voting membership. ARTICLE XI - INDEMNIFICATION Section 1 - Indemnification: The Association shall indemnify any and all of its directors, officers, staff members and its managerial organization against expenses actually and necessarily incurred by them in connection with the defense of settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors, officers, or members of the managerial staff except in relation to matters as to which any such person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. ARTICLE XI - DISSOLUTION Section 1: The Association shall use its funds to accomplish the purpose and objectives of the Association and upon dissolution of the Association; no part of said funds shall belong to or be distributed to members of the Association. Section 2: Upon dissolution of the Association, all remaining assets shall be distributed to scientific or educational organizations chosen by the Board of Directors.