Last updated December 8, 2021

By-Laws

of NEW YORK CITY USER EXPERIENCE PROFESSIONALS ASSOCIATION, INC.

ARTICLE I

NAME AND MISSION

1.1 Name

The New York User Experience Professionals Association (NYC UXPA) is a regional chapter of UXPA International, a professional organization that supports people who research, design, and evaluate the user experience of products and services. It is herein referenced as the “Chapter”.

1.2 Mission

NYC UXPA seeks to gather members of the user experience, design, technology, research, and academic communities who share a common vision: creating websites, applications, and products that are compelling, intuitive and user-friendly. By bringing together professionals from different industries and disciplines and sharing our collective experiences, the Chapter provides a forum for learning and professional growth.

1.3 Non-Profit Purpose

The Chapter is not organized for profit and no part of the net earnings of which inures to the benefit of any private shareholder or individual. The board is responsible for maintaining and filing as a business league under section 501(c)(6) of the Internal Revenue Code,or the corresponding section of any future federal tax code.

ARTICLE II

MEMBERSHIP

2.1. Eligibility for Membership

Membership shall be open to any current resident of the tri-state regional area (New York, New Jersey, Connecticut), or within reasonable geographic limits and circumstances as determined by the board. 

Members must be a minimum of 18 years of age. 

Members may be affiliated with other local or international Chapters at any given time.

Membership is granted after submission of annual dues.

2.2. Rights of Members

Each member shall be eligible to vote towards association elections, as well as access to programs, services, and resources.

Members each receive a vote to elect and remove the Officers of the organization (President, Vice President, Secretary, and Treasurer).

2.3. Termination of Membership

A person shall cease to be a member of the Chapter if they have not paid their membership fee to the Chapter.

Any member may resign their membership by notifying the Chapter’s Board or Officers with written notice to that effect.

ARTICLE III

BOARD OF DIRECTORS

3.1 Representation and Powers

The chapter is represented by a Board of Directors, which is composed of Officers and Directors. 

Except as provided in Article II, the Board shall have general power to control and manage the affairs and property of the Chapter in accordance with the purposes and limitations set forth in the Certificate of Incorporation and, to the extent provided by law, may delegate such power to a committee as the Board may determine from time to time.

3.2 Number, Tenure, Requirements, and Qualifications

The board shall consist of no less than three (3) nor more than fifteen (15) including the following officers: President, Vice President, Secretary, and Treasurer. Officer roles can be combined/shared as needed.

Officer positions (President, Vice President, Secretary, and Treasurer) shall be elected by membership vote as outlined in Article 5. Officer terms shall be one year, with the option to extend (for up to 2 terms total).  If an officer is interested in extending, it will be put to a anonymous board vote. This process extends to Officers elected via Special Election. 

Additional Directors shall be appointed by the officers and board members.

3.3 Removal

Any Officer or Director may be removed at any time, with or without cause, by a 3/4 vote of the board then in office at any special meeting of the called for that purpose, provided that at least one week’s notice of the proposed action shall have been given to the members of such committee.

If a member of the Board of Directors is unable to attend three consecutive regular meetings without notice of reason and/or fails to acknowledge their continued commitment to the Chapter board via any means of communication, they are subject to removal by board decision.

3.4 Resignation

Any Director may resign from office at any time. Such resignation shall be made in writing (or by email transmission) and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Chapter. The acceptance of a resignation by the Chapter shall not be necessary to make it effective. Such resignation shall not discharge any accrued obligation or duty of a Director.

3.5 Vacancies 

Any Officer vacancy on the Board arising at any time and from any cause shall be filled pursuant to the election procedures set forth in Article V. 

Any Director vacancy on the Board arising at any time and from any cause shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

3.6 Regular Board Meetings

Meetings of the Board may be held whenever called by the President, any two Directors, or board majority, in each case at such date, time and place as shall be fixed by the person or persons calling the meeting, and the request for any such special meeting shall state the purpose or purposes of the proposed meeting. 

3.7 Notice of Meetings

Notice of the time and place of each regular or special meeting of the Board shall be given to each Director at least ten (10) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given not less than forty-eight (48) hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight (48) hours, in which case notice shall be given within a reasonable time under the circumstances.

3.8 Quorum and Voting

A majority of the Board constitutes a meeting quorum.

After quorum has been met, decisions will be made by a majority vote of directors present at the meeting. If quorum is not met, the Directors present may adjourn the meeting until a quorum is obtained.

3.9 Action Without a Meeting

Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing (or by email transmission or by other means of electronic polling) to the adoption of a resolution authorizing the action. The resolution and the written (or email or electronic polling) consents thereto by the members of the Board or committee, including those transmitted electronically, shall be filed with the minutes of the proceedings of the Board or committee.

3.10 Compensation

Members of the Board of Directors shall not receive any compensation for their services as Directors.

3.11. Advisory Council

The Board may, from time to time, designate an Advisory Council who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Chapter by providing expertise and professional knowledge. 

ARTICLE IV

OFFICERS, DIRECTORS and AGENTS

4.1 Officers

The officers of the Chapter shall consist of a President, a Vice President, a Secretary, a Treasurer and such other officers. 

4.1.1 President

The President shall preside at all meetings of the Board, shall prepare and present the business to be acted upon at meetings of the Board, shall exercise general supervision over the affairs of the Corporation, subject, however, to the control of the Board, and, in general, shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him or her by the Board.

4.1.2 Vice President

The Vice President shall co-lead with the President on various chapter initiatives, advance the goals and needs of the Chapter, and have such powers and duties as from time to time may be assigned to him or her by the Board.

4.1.3 Treasurer

The Treasurer shall keep full and accurate accounts of receipts and disbursements of the Chapter and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Chapter in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. The Treasurer shall render a statement of the Chapter’s accounts at any other time as required by the Board. Other duties from time to time may be assigned to him or her by the Board.

4.1.4 Secretary

The Secretary shall keep the minutes of the annual meeting and all meetings of the Board in books provided for that purpose. Except as otherwise provided by law or in these By-Laws, the Secretary shall be responsible for the giving and serving of all notices of the Chapter. The Secretary shall perform all duties customarily attendant to the office of Secretary, subject to the control of the Board and shall perform such other duties as from time to time may be assigned to him or her by the Board.

4.2 Directors

The Board may, when needed, appoint additional directors to fulfill specialized tasks and projects, including but not limited to:

  • Communications & Marketing

  • Mentorship

  • Membership

  • Events

  • Volunteer

  • Knowledge Management

  • Research

ARTICLE V

ELECTION COMMITTEE, GENERAL ELECTION, and SPECIAL ELECTION PROCEDURES

5.1 Election Committee 

The Election Committee shall be responsible for soliciting nominations, sending announcements, and running elections.

The Election Committee Chair, who is a voting member of the Chapter, is appointed by Chapter Board vote. The Chair is responsible for filling and managing the committee members. 

5.2 General Election Procedures for Election of Officers

Elections for Officers shall take place in the Fall, for positions to begin in January.

i. Nominees. Unless there are vacancies to fill based on resignation, disability, or death, the Chapter shall post a notice on its website calling for the submission of the names of nominees for any open Officer positions. Any and all nominees must be Members.

ii. Vetting Period. The Election Committee will vet the nominees and present potential candidates to the board. The board can, if deemed necessary, reach out to nominees, veto candidates (by 2/3rd vote), or invite them to a meeting for questions.

iii. Ballot and Election. The Election Committee will, with board approval, post an electronic ballot to be sent to all Members, via e-mail to the Member’s email address on file, with the names of all Board-vetted candidates for election. The ballot shall remain open for at least two weeks from the date first distributed to the Members and, a majority of the ballots received for any such candidate shall result in said candidate being elected to the position sought.

iv. Tally. The Election Committee shall tally all ballots timely received by the deadline and forward the results of the tally to the Board. The results are then shared to members, and newly elected Officers begin their roles at a time determined most suitable by the board. Unsuccessful candidates will be invited to get involved in other ways.

5.3 Special Election Procedures for Election of Officers

The Election Committee shall also be responsible for nominating persons to fill vacancies which occur between General Elections. The Chapter shall post a notice, and nominees shall be presented to the board, and a ballot shall be sent to members similar to the process outlined in Section 2. The persons so elected shall hold the position for the remainder of the term.

ARTICLE VI

COMMITTEES

6.1 Designation of Committees. 

The Board, by resolution adopted by the vote of a majority of the Directors then in office, may designate and appoint one or more other committees, which, to the extent provided by law and in said resolution, shall have and exercise the authority of the Board in the management of the Chapter. 

6.2 Election and Term of Office 

The Board shall appoint the chair of each committee as needed.

The chair of any committee shall serve a one-year term, and shall continue in office until his or her successor shall have been elected or appointed or until his or her resignation or removal, unless the committee shall be terminated sooner or such chair shall be removed or shall resign from such committee.

6.3 Quorum 

​Unless otherwise provided in the resolution of the Board designating a committee, a majority of the members of such committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of such committee.

ARTICLE VII

DISBURSEMENT OF FUNDS

The funds of the Chapter shall be deposited in the name of the Chapter in such banks or trust companies as the Board shall, by resolution, determine and shall be withdrawn by checks in the corporate name or other appropriate method of withdrawal, signed by any person or persons designated by the Board.

ARTICLE VIII

BOOKS AND RECORDS

The Chapter shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors.

ARTICLE IX

FISCAL YEAR

The fiscal year of the Chapter shall be from January 1 to December 31 (calendar year).


ARTICLE X

INDEMNIFICATION

The Chapter shall, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person, or his or her testator or intestate, was a Director, officer, employee, member or agent of the Chapter, against judgments, fines, amounts paid in settlement and reasonable costs and expenses, including attorneys’ fees.

ARTICLE XI

AMENDMENTS

To amend or repeal these By-Laws, such amendment or repeal must first be submitted to the board for ap period of review, who will then motion to put it forward for voting. A notice will be given via a conspicuous post on the home page Corporation’s website with the disclaimer “NOTICE OF AMENDMENT TO BY-LAWS.” The purpose of such notice is to inform all Members of the proposed amendment and gather feedback. It should remain on the home page for a period of thirty (30) days (“Notice Period”). After the expiration of the Notice Period, the proposed amendment(s) shall be voted on at any meeting of the Board and considered passed if by the vote of at least two-thirds (2/3) of the Board.

All proposed amendments not initiated by members of the Board, must be submitted in writing (or by email transmission) to the Board at least forty-five (45) days prior to the meeting of the Board during which such amendments shall be considered.

ARTICLE XII

DISSOLUTION

The board may on its own volition (or from a member request) vote to dissolve should it be inactive and that there is no expectation of its regular continuation, or when such action is in the best interests of the Chapter. 

A majority vote of 3/4ths of the members shall be taken and assessed; and notice shall be sent immediately to the Association about the dissolution.

Dissolution of the Corporation will be conducted in a manner consistent with the laws of the State of New York.