BY - LAWS

of

NEW YORK CITY USER EXPERIENCE PROFESSIONALS ASSOCIATION, INC.

Last Updated May 20, 2016


ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of New York City User Experience Professionals Association, Inc. (the “Corporation”) shall be 185 Hall St. Apt. 317, Brooklyn, NY 11205.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of New York 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, Secretary and Treasurer annually, pursuant to the election procedures set forth in Article V.

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, to wit, Snigdha Banerjee, Elaine Matthias, and Akiko Ikkai. Each Initial Director shall hold office until the first annual meeting, and each Director thereafter shall hold office for a one-year term and serve until his or her successor is elected pursuant to the election procedures set forth in Article V; 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.

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 Corporation 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.

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 timespecified therein, or if no time is specified, at the time of its receipt by the Corporation. The acceptance of a resignation by the Corporation 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 pursuant to the election procedures set forth in Article V. Such vacancy shall be filled until the next annual meeting 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 New York 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. 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. 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 Board may, from time to time, designate, in such manner as the Board and a majority of the Corporation’s members 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 Board 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. 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, Secretary and Treasurer to serve until the annual election by the Members of the Corporation. Thereafter, the President, Vice President, Secretary and Treasurer shall be elected by the Members of the Corporation pursuant to the election procedures set forth in Article V. Each officer of the Corporation shall serve a one-year 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 removal. 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 Corporation then in office.

Section 5. Resignation. Any Officer may resign from office of the Corporation. 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 Corporation shall not be necessary to make it effective. Such resignation shall not discharge any accrued obligation or duty of a Officer.

Section 6. Vacancies. In the case of any vacancy in the office of President, Vice President, Secretary or Treasurer, the Members shall elect a successor to fill the unexpired portion of the term pursuant to the election procedures set forth in Article V

Section 7. 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 8. 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 9. 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 10. 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 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

ELECTION CHAIR, GENERAL ELECTION and MEMBER VOTING PROCEDURES

Section 1. Election Chair. The Election Chair shall mean the individual who presides over the election process. The initial Election Chair shall be Jodi Schwarz and she shall serve for a period of one year. Thereafter, each Election Chair shall be appointed by a majority vote of the Board and serve for a period of one year.

Section 2. General Election Procedures for Election of Officers and Directors.

i. Nominees. Unless there are vacancies to fill based on resignation, disability, or death, on, or around March 1st of the calendar year, the Corporation shall post a notice on its website calling for the submission of the names of nominees for the position of Director or Officer. Any and all nominees must be Members.

ii. Vetting Period. The Board shall vet the nominees between the March and the end of April and select candidates for election to each Director or Officer position from all qualified nominees.

iii. Ballot and Election. On or around June 1, 2016, an electronic ballot (substantially similar to that which is attached as Exhibit A to these Bylaws) shall be sent to all Members, via e-mail to the Member’s email address on file with the Corporation, with the names of all Board-vetted candidates for election. The ballot shall remain open for at least thirty (30) days 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 Chair shall tally all ballots timely received by June 30th and forward the results of the tally to the Board. The Board shall then conspicuously post the results of the election through email to the members under the header “ELECTION RESULTS.” Current officers will be listed in the leadership section of the website (http://www.nycuxpa.org/).

Section 3. General Voting Procedures for Members. Whenever the Bylaws shall require a vote of the Members that does not concern the election of Officers or Directors, the Election Chair shall cause a Board-approved electronic-ballot to be sent to all Members to vote on such a change. Said ballot shall remain open for at least thirty (30) days from the date first distributed to the Members and, a majority of the ballots received in such election shall be an act of the Members.

ARTICLE VI

COMMITTEES

Section 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 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 Board shall appoint the chair of each committee 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 VII

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 VIII

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 IX

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 X

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 XI

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 XII

AMENDMENTS

To amend or repeal these By-Laws, such amendment or repeal must first be submitted to the members of the Corporation via a conspicuous post on the home page Corporation’s website (http://www.nycuxpa.org/) with the disclaimer “NOTICE OF AMENDMENT TO BY-LAWS.” The purpose of such notice is to inform all Members of the proposed amendment and, 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 XIII

DISSOLUTION

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

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