BylawsBylaws of UXPA Boston, A Nonprofit Corporation
CORPORATE BYLAWS OF
The Boston Chapter of the Usability
Professionals’ Association, Inc.
d/b/a The Boston Chapter of the User Experience Professionals’ Association, Inc.
A Massachusetts Nonprofit Corporation Amended 04/05/2022
Article One NAME AND LOCATION
1.1. Name. The name of the Association is The Boston Chapter of the Usability Professionals’ Association (hereafter, “UXPA Boston” or “the Association”), doing business as (d/b/a) The Boston Chapter of the User Experience Professionals’ Association, a 501(c)(6) nonprofit corporation incorporated in the Commonwealth of Massachusetts.
1.2. Location. The Association may have offices within the Commonwealth of Massachusetts as the Board of Directors (or the “Board”) may determine.
Article Two PURPOSES
2.1. Purposes. UXPA Boston exists as an association of members engaged as usability practitioners in the Greater Boston area and is organized and operated primarily for business purposes, including:
a) to provide a network and opportunities through which user experience professionals can communicate and share information about skills and skill development, methodology used and/or proposed in the profession, tools used in the profession, technology, and organizational issues;
b) to present the viewpoints of the profession to the public and other interested parties;
c) to educate the general public and others on the usefulness of the profession;
d) to represent the profession before governmental bodies and agencies, including engaging in lobbying and attempting to influence legislation;
e) to provide the methods and means to increase the members’ knowledge of the profession through conferences, seminars, meetings, newsletters, and other communication tools;
f) to serve the best interests of the user experience profession;
g) to provide such services to the members as are approved by the Board; and
h) to engage in such other activities as are consistent with the foregoing purposes and allowed under Internal Revenue Code Section 501(c)(6), and other applicable laws.
Article Three RESTRICTIONS
3.1. Restrictions. All policies and activities of the Association shall be consistent with applicable federal, state, and local antitrust, trade regulation, or other legal requirements; and applicable tax exemption requirements including the requirements that the Association not be organized for profit and that no part of its earnings inure to the benefit of any private individual.
It is intended that the Association shall be entitled to exemption from federal income tax under Section 501(c)(6) of the Internal Revenue Code. As required for organizations entitled to exemption from federal income tax under Section 501(c)(6) of the Internal Revenue Code, members of the organization shall not deduct any dues paid to the Association that are used for the purpose of lobbying or attempting to influence legislation.
3.2. Dissolution. Upon the Association’s dissolution or the winding up of its affairs, its assets shall be distributed as described in the Association’s Articles of Organization.
Article Four MEMBERSHIP
4.1. Membership Qualifications. Membership to the Association is available to persons involved in, or associated with, the user experience profession, and who reside in the New England area (defined as Massachusetts, Rhode Island, Connecticut, Maine, Vermont, and New Hampshire).
4.2. Membership. The Association’s Membership is limited to persons who fit the qualifications above and who can demonstrate that they have attended at least one (1) of the Association’s events within the last calendar year whether in-person or through the use of any technological platform set up or approved by the Association for the
purpose of remote attendance. Such events may include, but are not necessarily limited to, the Annual Membership Meeting and/or any other scheduled meeting accessible to new or established Members.
Alternatively, if a current Member does not attend any Association events in any particular calendar year, that Member can renew his or her Membership by emailing <firstname.lastname@example.org> in the first month of the following calendar year.
Only Members may be considered for the role of Director or Officer.
4.3. Applications for Membership. Provided that the individual meets the requirements of Articles 4.1 and 4.2 above, no individual seeking to become a new Member shall be required to submit any formal application for Membership, but must complete any of the forms required to attend any of the events referenced in Article 4.2. Any such form will require the individual to provide certain identifying and demographic information to the Association. Such information may include, but will not necessarily be limited to, the individual’s name, email address, job information (title, company, etc.), phone number, physical address, and/or social media handles.
4.4. Rules of Conduct. All Members shall abide by the Member Rules of Conduct as found within the UXPA Boston Handbook and as may be revised from time to time by the Board. The Member Rules of Conduct shall include rules that forbid the improper use of the Association’s Membership information and behavior that does not promote the usability profession.
4.5. Resignation. Any Member may resign by filing a written resignation with any officer of the Association. Additionally, Members who leave the New England area will not have their Membership renewed for the next calendar year. The Board, in its discretion, may from time to time establish procedures to determine whether Members have left the New England area and make Membership determinations based on the information gathered.
4.6. Expulsion, Suspension, and Censure. Any Member may be expelled, suspended or censured for cause (as determined by the Board in its sole discretion) by a two-thirds vote of the Board. Any Member proposed for expulsion, suspension, or censure shall be given advance written notice including the reason for the proposed expulsion, suspension, or censure, an opportunity to contest the proposed action in writing before the Board, and final written notice of the Board’s decision.
Article Five DUES
5.1. Dues. The Association may require Membership dues in an amount to be determined by the Directors, after which the amount of any such dues shall be published in the UXPA Boston Handbook.
Article Six DIRECTORS
6.1. Powers. The governing body of the Association is the Board of Directors, which has authority and is responsible for the supervision, control, and direction of the Association, unless such powers are reserved for the Members herein or under any applicable law.
The Directors may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance, and unless so authorized by the Board, no Officer, agent, or employee shall have any power or authority to bind the Association by any contract or to pledge its credit for any purposes or to any amount.
The Association shall have the right to retain all of or any part of any securities or properties acquired by it and to invest and reinvest any funds held by it, according to the judgment of the Board, provided, however, that no action shall be taken by or on behalf of the Association if such action is a prohibited transaction or would result in the denial of Federal tax exemption to the Association under Section 501(c)(6) of the Internal Revenue Code of 1986 as amended, or any successor provision or provisions thereto.
6.2. Composition of the Board. Directors shall be elected by and from the Membership. The Board shall consist of no fewer than three, nor more than thirteen persons. The Board shall determine the number of Directors consistent with this Article 6.2.
Notwithstanding the above, if the current President’s term of office as a Director terminates and the President chooses not to run for reelection or is not reelected, the Board will be temporarily increased in size by one Director (up to a total of fifteen Directors) to accommodate the current President staying on the Board as a Director for one more year in the capacity of Immediate Past President.
6.3. Election and Term of Office. Except for the Initial Board, the Board shall be elected by the Members at the annual meeting of the Members by an appropriate method as adopted by the Board before January 1st of each year. Directors shall begin their term on January 1st of the year after their election.
The initial elected Directors shall be elected to serve in three class terms: one class to serve for one year, the second class to serve for two years, and the third class to serve for three years. Thereafter, Members shall elect approximately one-third of the Board each year to serve for three-year terms. In this way, Director terms shall be staggered with approximately one-third of the Board being elected (or re-elected) each year.
6.3.1 Term Limits. Directors may not serve more than three three-year terms, consecutive or otherwise. If a Director leaves in the middle of any term, that term shall count as one full term for these purposes. Any Director who met this limit before the amendment was approved may serve one final term following the current term if re- elected.
6.4. Vacancies. If a vacancy occurs on the Board for any reason, the position shall be filled for the unexpired portion of the term by an individual nominated by the President and approved by a majority of the Directors then in office.
6.5. Removal, Suspension, and Censure. A Director may be removed or suspended with or without cause or may be censured by the vote of two-thirds of the disinterested Directors in a Board meeting called expressly for that purpose. A Director may be removed or suspended for cause or censured only after the Director has been given reasonable notice of the proposed action and an opportunity to be heard before the Board.
6.6. Regular Meetings. The Board typically meets at least ten times annually (approximately once a month) at such places and at such times as the President of the Board or the Directors may determine or, at the discretion of the President, such meetings may take place via conference call or other electronic means. The presence of a majority of Directors, whether in-person, via electronic means, or through any combination thereof, constitutes a quorum. A majority of Directors where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted.
6.6.1 Responsibility of Attendance. Every Director must meet regular meeting attendance requirements as defined by the UXPA Boston Policies and Procedures document, whether attending in person or remotely. This attendance requirement does not apply to Special Meetings as outlined in Article 6.7.
Any Director who does not meet minimum attendance requirements in a given year will be allowed to discuss his or her status at the next Regular Meeting, and the remaining Directors will decide if any action (such as Removal) should be taken.
.7. Special Meetings. Special meetings of the Directors may be held at any time and at any place when called by a majority of the Directors.
6.8. Notice of Meetings. Notice of the time and place of each meeting of the Board shall be given to each Director at least five days before the meeting, via First Class mail addressed to the Director at his or her usual or last known business or residence address, via email send to the Director’s usual or last known email address, or by any other method reasonably calculated to provide actual notice to the Director. Notice need not specify the purpose of the meeting unless required by law, the Articles of Organization, or these Bylaws, or unless there is to be considered at the meeting (i) contracts or transactions of the Association with interested persons, or (ii) removal or suspension of an Officer or Director. Any Director who attends the meeting without protesting the lack of notice to him or her before or at the commencement of the meeting shall be deemed to have received notice.
6.9. Assent to Action. A Director who is present at any regular or special meeting of the Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent or abstention is entered in the minutes of the meeting or the Director files a written dissent or abstention to the action with the Clerk (or the individual performing the duties of the Clerk at this relevant meeting) before the meeting is adjourned.
6.10. Action by Writing. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors then in office consent to the action in writing and the written consents are filed with the records of the meetings of the Board. Such consents shall be treated for all purposes as a vote at a meeting.
6.11. Compensation. Directors shall not receive compensation for their services.
6.12. Conflict of Interest. The Directors and Officers of the Association owe a fiduciary duty to the Association to act in good faith and in a manner that they reasonably believe to be in the Association’s best interests. This duty of loyalty requires the Association’s Directors and Officers to exercise independent judgment on behalf of the Association, placing the Association’s best interests ahead of personal interests. In furtherance of this fiduciary responsibility, the Association shall have and comply with the Business Ethics and Standards of Conduct, Code of Conduct, and other policies as noted in the UXPA Boston Handbook. Such policies may, for purposes of approval by independent Directors of matters with respect to which a conflict of interest is present, vary the quorum and voting requirements specified in these Bylaws.
Article Seven OFFICERS
7.1. Officers. The officers of the Association are a President, a Vice President, a Clerk, and a Treasurer. The Board may elect or appoint such other officers as it shall deem desirable. Officers shall take office no later than the February 1st that most immediately follows their election. The Officers perform those duties consistent with those usually performed by officers who hold similar positions at similar organizations and such other duties as may be assigned to them from time to time by the Board.
7.2. Qualifications. Officers must be Members of the Association who have been elected Directors. No person may hold more than one office at the same time. Officers may serve consecutive terms.
7.3. Election and Term of Office. Officers are elected by the Board each year prior to February 1st . Officer terms shall be one year, or until their replacement is elected.
7.4. President. The President of the Association acts as Chairman of the Board of Directors and shall be the principal executive officer of the Association. Under the guidance of the Board, the President shall also act as the Association’s chief administrative officer, or Executive Director, who shall be responsible for administration of the Association’s business, finances, and volunteers within the framework of budgets, policies, and practices established by the Board.
7.5. Vice President. The Vice President acts in place of the President when the President is not available and may perform other functions as may be assigned by the President or the Board from time to time.
7.6. Treasurer. The Treasurer shall be the chief financial Officer of the Association. He or she shall be in charge of the Association’s financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer shall render regular reports of the financial status of the Association, shall be responsible for an annual audit of the books and shall oversee the preparation of all necessary tax and other filings required for the Association with the Commonwealth of Massachusetts and the federal government (including, without limitation, the IRS). The Treasurer shall have such other duties and powers as designated by the Board or the President.
7.7. Clerk. The Clerk shall keep the minutes of the meetings of the Membership and the Board, see that all notices are given in accordance with these Bylaws or as required by law, and be custodian of the corporate records. If the Clerk is absent from any meeting of Members or Directors, a temporary clerk chosen at the meeting shall exercise the duties of the Clerk at the meeting. The Clerk must be a resident of the Commonwealth.
7.8. Vacancies. If a vacancy occurs among the Officers, for any reason, the position shall be filled by the Board at a special meeting of the Board called for that purpose or at the regular Board meeting after the Board first becomes aware of the vacancy. Any such replacement Officer shall serve for the unexpired portion of the term for which the replaced Officer was elected to serve, unless the replacement Officer is removed from the position or resigns the position prior to the expiration of the term.
7.9. Removal. An officer may be removed by a two-thirds (2/3) vote of the disinterested Directors currently in office.
7.10. Compensation. Officers shall not receive compensation for their services.
Article Eight MEMBERSHIP MEETINGS
8.1. Annual Membership Meeting. The Association shall hold an annual meeting of the Membership at a location determined by the Board.
8.2. Special Meetings. Special meetings of the Association’s Membership may be called by a majority vote of Directors present at a meeting of the Board at which a quorum of Directors are present or by ten percent (10%) of the smallest quorum of Members required for a vote upon any matter at the annual meeting of Members.
8.3. Notice. Whenever Members are required or permitted to take any action at a meeting, reasonable notice stating the place, day, and hour of the meeting and, in cases of a special meeting, the purpose or purposes for which the meeting is called, shall be given to the Members not fewer than ten (10) days before the meeting. Such notice shall be given via email sent to each Member’s email address then on file with the Association, First Class mail to each Member’s physical address then on file with the Association, or any other method reasonably calculated to provide actual notice to the Members.
8.4. Quorum. The presence of five percent of the Members constitutes a quorum for the purpose of transacting business that requires a vote.
8.5. Voting. Each Member shall be entitled to cast one vote on each matter submitted to a vote of the Members. The act of a majority of the Members present in person, or by proxy at a meeting at which a quorum is present shall be the act of the Membership, unless the act of a greater number is required by law, the Articles of Organization, or these Bylaws.
8.6. Proxy Voting. The Board may allow proxy voting by a method prescribed by the Board, including, but not limited to, designating a Director of the Association to serve as proxy to vote in accordance to the wishes of Members as indicated on a proxy statement on any matter properly brought before the Members.
8.7 Record Date. The Board may fix in advance a reasonable record date for determining the Members entitled to notice of, or to vote at any meeting. If no record date is otherwise fixed by the board, the record date for determining the Members entitled to vote shall be the date on which the meeting is held.
Article Nine COMMITTEES
9.1. Powers. The Board may elect or appoint one or more committees consisting of at least one Director of the Association and other Members of the Association to serve at the pleasure of the Board. Any Committee created under this Article 9 may be disbanded by the Board in its discretion.
9.2. Committee Requirements. Unless the Directors otherwise determine, Committee meetings shall be held at such places and at such times as the Chair of each such Committee shall determine. Minutes of each meeting of any Committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the governance of any Committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.
9.3. Reports of Committee Chairs. The Chairs of any Committee created under this Article 9 shall make a verbal report of its activities at each meeting of the Board. In the event the Committee Chairs are not Directors, such persons shall serve in an advisory capacity as directed by the Directors, and, except as the Directors shall otherwise designate, shall have no right to notice of or to vote at any meeting of the Board, shall not be considered for the purposes of establishing a quorum of the Board and shall have no other rights or responsibilities relative to the Board.
9.4. Advisory Committees. The Board may designate certain persons or groups of persons as temporary advisory committees. Such persons shall serve in an advisory capacity for a prescribed period of time as dictated by the Directors, and, except as the Directors shall otherwise designate, shall have no right to notice of or to vote at any meeting of the Board shall not be considered for purposes of establishing a quorum of the Board, and shall have no other rights or responsibilities relative to the Board.
Article Ten RECORDS
10.1. Books and Records. The Association shall keep correct and complete books and records of account of the activities and actions of the Association including a minute book which shall contain a copy of the Association’s application for tax-exempt status, copies of the IRS information return, and a copy of its Articles of Organization, Bylaws, and all amendments thereto. The Association shall also keep minutes of the proceedings of its Board meetings, and any Committees created pursuant to Article 9. All books and records of the Association may be inspected by any Director for any proper purpose upon reasonable notice to the Clerk.
Article Eleven NONDISCRIMINATION
11.1. Nondiscrimination. The Members, Officers, Directors, employees and persons served by this association shall be selected on a nondiscriminatory basis with respect to race, color, religion, sex, pregnancy or pregnancy-related condition, sexual orientation, gender identity, national origin, ancestry, age, physical or mental disability, genetic information, veteran status, military service, application for military service, or any other category protected under applicable law. Further information about this policy and its implications can be found within the UXPA Boston Handbook.
Article Twelve INDEMNIFICATION
12.1. Indemnification. The Association shall, to the extent legally permissible and consistent with the Association’s tax-exempt status, indemnify each of its present and former Directors and Officers and any person who serves or has served, at the Association’s request, as Director, Trustee, Officer, Committee Chair or Committee Member (and the heirs, executors and administrators of the foregoing) (the “Indemnified Person”) against all expenses and liabilities which the Indemnified Person has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigatory, in which the Indemnified Person may be involved, directly or indirectly, by reason of serving or having served in a capacity identified above. Such expenses and liabilities shall include, but not be limited to, judgments, fines, penalties, court costs and attorney’s fees and the cost of reasonable settlements. However, no such indemnification shall be made in relation to matters as to which such Indemnified Person shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association.
The foregoing right of indemnification shall not be exclusive of other rights to which any Indemnified Person or Agent may be entitled as a matter of law. The Association’s
obligation to provide indemnification under these Bylaws shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage maintained by the Association or any other person.
12.2. Insurance. The Association shall have the power to purchase and maintain insurance on behalf of its Officers, Directors, Chairs, employees, Members and other such “agents” against any expenses incurred in any proceeding and any liabilities asserted against any Officer, Director, Chair, employee, Member, or agent in such capacity or arising out of the Officer’s, Director’s, employee’s, Member’s or agent’s status as such, whether or not the Association would have the powers to indemnify him against such expenses or liabilities under the provisions of this Article 12.
Article Thirteen FISCAL YEAR
13.1. Fiscal Year. The fiscal year of the Association is from January 1 to December 31 of each calendar year, but may be modified, if necessary by the Board.
Article Fourteen NOTICE
14.1. Waiver of Notice. Whenever any notice is required to be given under the provisions of Massachusetts state law or under the provisions of the Articles of Organization or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time therein, shall be deemed equivalent to the giving of such notice.
Article Fifteen AMENDMENTS
15.1. Amendments to Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted, by a two-thirds (2/3) vote of the Board at any regular or called Board meeting, or by a majority of the Members present and voting at any regular or special Membership meeting at which a quorum is present, if at least thirty (30) days’ written notice is given of an intention to alter, amend, or repeal these Bylaws and adopt new Bylaws at such Board or Membership meeting, along with the text of the proposed amendments or the new Bylaws.
15.2. Interpretation of Bylaws. In the event of any ambiguity or dispute in the interpretation of these Bylaws, such ambiguity or dispute shall be resolved by a majority vote of the Board.
15.3 Handbook. Guidelines and policies for Member, Director, Volunteer, and Event Attendee behavior is outlined in the “UXPA Boston Community Handbook
or Board Members, Volunteers and Conference Attendees.” All members of the community, no matter in what capacity they are involved, must adhere to the policies outlined therein. Changes to the Handbook can be proposed by any Director and ratified with a simple majority vote of the Board.
15.4 Adopted Policies and Procedures Document. Guidelines, procedures, and policies for conducting business within the Board on myriad topics are outlined in the “Adopted Policies and Procedures Document.” Changes to the document can be proposed by any Director and ratified with a simple majority vote of the Board.