BY - LAWS
of
NEW YORK CITY CHAPTER OF THE USER EXPERIENCE PROFESSIONALS’
ASSOCIATION, INC.

ARTICLE I
OFFICES

Section 1.     Registered Office. The registered office of New York City Chapter of the
User Experience Professionals’ Association, Inc. (the “Corporation”) shall be 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808.

Section 2.     Other Offices. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors (the “Board”) from time
to time may determine or the affairs of the Corporation may require.

ARTICLE II
MEMBERS OF THE CORPORATION


Section 1.     Powers and Number. The Members of the Corporation shall have general
power to elect and remove the President, Vice President and Treasurer. Each Member shall be at least eighteen (18) years of age.

Section 2.     Voting. Except as provided in Article IV, the Members of the Corporation
shall elect each of the President, Vice President and Treasurer annually, by email ballot, online
polling, and/or by paper ballot. The ballot shall remain open for at least thirty (30) days from the date first distributed to the Members. A majority of the votes received in such election shall be an act of the Members; provided that at least one-tenth (1/10) of all the Members of the
Corporation vote in such election.

Section 3.     Terms of Membership. The terms and conditions of membership shall be
established from time to time by the Board of Directors.

ARTICLE III
BOARD OF DIRECTORS

Section 1.     Powers and Number. Except as provided in Article II, the Board shall
have general power to control and manage the affairs and property of the Corporation 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. The number of Directors shall initially be fixed at three (3) (the “Initial Directors”) and thereafter shall be fixed from time to time by the Board. Each Director shall be at least eighteen (18) years of age.

Section 2.    Election and Term of Office. The Initial Directors shall be the three (3)
persons named in the Certificate of Incorporation. Each Initial Director shall hold office until the
first annual meeting of the Chapter Council, and each Director thereafter shall hold office for a
one-year term and serve until his or her successor is elected; provided, however, that any
Director elected to fill an unexpired term (whether resulting from the death, resignation or
removal of a Director or created by an increase in the number of Directors) shall hold office until the next election of Directors. Each member of the Chapter Council of the Corporation shall be a Director. Additional candidates to be elected as Directors shall be elected at a meeting of the Chapter Council of the Corporation by the vote of a majority of the members of such committee present at the time of the vote.

Section 3.      Removal. Any Director may be removed at any time, with or without
cause, by the vote of a majority of the members of the Chapter Council of the Corporation then
in office at any special meeting of the Chapter Council 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.

Section 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 Corporation. The
acceptance of a resignation by the Chapter Council shall not be necessary to make it effective.
Such resignation shall not discharge any accrued obligation or duty of a Director.

Section 5.      Vacancies and Newly Created Directorships. Any newly-created
directorship and any vacancy on the Board arising at any time and from any cause shall be filled at any meeting of the Chapter Council by the vote of a majority of the members of such
committee then in office. Such vacancy shall be filled until the next meeting of the Chapter
Council to elect the Board of Directors.

Section 6.      Meetings. Meetings of the Board may be held at any place within or
without the State of Delaware as the Board may from time to time fix, or as shall be specified in the notice or waivers of notice thereof. Special meetings of the Board shall be held whenever
called by the President or any two Directors, 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. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 7.      Notice of Meetings. Notice of the time and place of each regular or
special meeting of the Board shall be given in person or by telephone, facsimile, mail or email 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
personally or by telephone or sent by facsimile or email 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. Notice of a meeting need not be given to any Director who submits a signed
waiver of notice, whether before or after the meeting, or who attends the meeting without
protesting the lack of notice to him or her, whether prior thereto or at its commencement.

Section 8
.       Quorum and Voting. Unless a greater proportion is required by law, a
quorum for the transaction of business shall consist of at least one-third of all Directors then in
office; provided that such quorum includes at least two (2) members of the Chapter Council.
Except as otherwise provided by law or by these By-Laws, the vote of a majority of the Directors
present at the time of the vote, if a quorum is present at such time, shall be the act of the Board;
provided that such majority includes at least two (2) members of the Chapter Council. Except as
otherwise provided herein, if at any meeting of the Board there shall be less than a quorum
present, the Directors present may adjourn the meeting until a quorum is obtained.

Section 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.

Section 10
.      Compensation. Any Director of the Corporation is authorized to receive
reasonable compensation for services rendered to the Corporation, but only as authorized by the
Board.

Section 11
.      Other Classes of Directors. The Chapter Council may, from time to time,
designate, in such manner as the Chapter Council shall determine, one or more additional classes
of Directors having names including the term “Director” (such as “Advisory Directors,”
“Honorary Directors” or “Ex Officio Directors”). Any such Director shall have no voting rights
and only such authority, privileges, duties or other functions as the Chapter Council may from
time to time specify.

ARTICLE IV
OFFICERS, EMPLOYEES and AGENTS

Section 1.         Officers. The officers of the Corporation shall consist of a President, a
Vice President, a Secretary, a Treasurer and such other officers, including a Membership Chair,
as the Chapter Council may appoint from time to time. One person may hold more than one
office in the Corporation.

Section 2.         Election or Appointment and Term of Office. The Initial Directors shall
appoint the President, Vice President and Treasurer to serve until the annual election by the
Members of the Corporation. Thereafter, the President, Vice President and Treasurer shall be
elected by the Members of the Corporation. The Chapter Council shall appoint the Secretary and
any other officers of the Corporation within a reasonable time after the election of the President,
Vice President and Treasurer by the Members. Each officer of the Corporation shall serve a oneyear
term, and each shall continue in office until his or her successor shall have been elected or
appointed or until his or her death, resignation or removal.

Section 3.         Other Agents and Employees. The Board may appoint from time to time
such agents and employees as it shall deem necessary or appropriate, and such agents and
employees shall have such authority, perform such duties (and receive such reasonable
compensation, if any), as the Board may determine from time to time. Such other agents or
employees may, but need not, be members of the Board. To the fullest extent allowed by law,
the Board may delegate to an officer or agent any powers possessed by the Board and may
prescribe his or her title, term of office, authorities and duties.

Section 4.        Removal. To remove the President, Vice President and/or Treasurer, with
or without cause, such removal must be

            (i) approved first at any meeting of the Board by the vote of two-thirds (2/3) of
            the Board; and then be
           
            (ii) approved by a majority of the votes received on such amendment or repeal by
            the Members of the Corporation who are not a part of the Board; provided that at least
            one-third (1/3) of all the Members of the Corporation vote on such amendment or repeal.

            All proposed removals of the President, Vice President and/or Treasurer must be
submitted in writing (or by email transmission) to the Board at least thirty (30) days prior to the
meeting of the Board during which such removals shall be considered.
Any officer (other than the President, Vice President and Treasurer), director, employee
or agent of the Corporation may be removed, with or without cause, by the vote of a majority of
the members of the Chapter Council then in office.

Section 5.        Vacancies. In the case of any vacancy in the office of President, Vice
President or Treasurer, the Members shall elect a successor to fill the unexpired portion of the
term. In the case of any vacancy in any office (other than the President, Vice President or
Treasurer) a successor may be elected by the Chapter Council to fill the unexpired portion of the
term.

Section 6.        President: Powers and Duties. 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.

Section 7.        Vice President: Powers and Duties. The Vice President shall have such
powers and duties as from time to time may be assigned to him or her by the Board.

Section 8.        Treasurer: Powers and Duties. The Treasurer shall keep or cause to be
kept full and accurate accounts of receipts and disbursements of the Corporation and shall
deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable
documents of the Corporation 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
Corporation's accounts at the annual meeting and at any other time as required by the Board.
The Treasurer shall, upon reasonable request and at all reasonable times, exhibit the
Corporation's books and accounts to any officer or Director of the Corporation, shall perform all
duties customarily attendant to the office of Treasurer, 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.

Section 9.         Secretary: Powers and Duties of the 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 Corporation. 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.

Section 10.       Membership Chair. The Membership Chair shall manage the process of
recruiting new members, tracking current members, and canceling memberships (if needed). The
Membership Chair shall also perform such other duties as from time to time may be assigned to
him or her by the Board.

Section 11.       Compensation. Any officer, employee or agent of the Corporation is
authorized to receive reasonable compensation for services rendered to the Corporation, only as
authorized by the Board.

ARTICLE V
COMMITTEES

Section 1.          Designation of Committees.

                        A.      Chapter Council. The committee known as the Chapter Council
shall consist of the President, the Vice President, and the Treasurer by reason of their respective
offices. The Chapter Council may elect other directors to the Chapter Council by a majority vote.
Subject to applicable law, the Board hereby delegates to the Chapter Council the immediate
oversight and management of the business affairs of the Corporation. The Chapter Council shall
act by a majority of the members thereof, and any action duly taken by the Chapter Council
within the course and scope of its authority shall be binding upon the Corporation.

                        B.      Other 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 Corporation. The designation and
appointment of any such committee and the delegation thereto of authority shall not operate to
relieve the Board or any individual Director of any responsibility imposed by law.

Section 2
.         Election and Term of Office. The President shall be the chair of the
Chapter Council. The Board shall appoint the chair of each committee, other than the Chapter
Council, at the annual meeting, and such chair shall designate the members of such committee.
The members of any committee shall serve a one-year term, and each member shall continue in
office until his or her successor shall have been elected or appointed or until his or her death,
resignation or removal, unless the committee shall be terminated sooner or such member shall be
removed or shall resign from such committee.

Section 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 VI
DISBURSEMENT OF FUNDS

        The funds of the Corporation shall be deposited in the name of the Corporation 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 VII
BOOKS AND RECORDS

        Books of account of the activities and transactions of the Corporation, including a minute
book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws
and all minutes of meetings of the Board, shall be kept at the location as determined by the
Corporation from time to time.

ARTICLE VIII
FISCAL YEAR


        The fiscal year of the Corporation shall be determined by the Board. The Board may
change the fiscal year from time to time.

ARTICLE IX
INDEMNIFICATION

        The Corporation 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 Corporation, against judgments, fines, amounts paid in settlement and reasonable costs and
expenses, including attorneys’ fees.

ARTICLE X
SEAL

        The common seal of the Corporation shall have inscribed thereon the name of the
Corporation and the State and year of its incorporation.

ARTICLE XI
AMENDMENTS

        To amend or repeal these By-Laws, such amendment or appeal must be

       (i) approved first at any meeting of the Board by the vote of two-thirds (2/3) of the Board,
including a majority of the Chapter Council, and then be

       (ii) approved by a majority of the votes received on such amendment or repeal by the
Members of the Corporation who are not a part of the Board; provided that at least one-third
(1/3) of all the Members of the Corporation vote on such amendment or repeal.

       All proposed amendments must be submitted in writing (or by email transmission) to the
Board at least thirty (30) days prior to the meeting of the Board during which such amendments
shall be considered.

ARTICLE XII
DISSOLUTION

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