The New York City Chapter of the Usability Professionals' Association is composed of a group of UPA members who live or work in and around the New York City area. In particular, in addition to New York City, this Chapter of the UPA serves northern New Jersey, western Long Island, Westchester, and southwestern Connecticut. This organization has been formed in order to promote the goals of UPA ("the Association"), while at the same time meeting specific needs of the Chapter's members. This Chapter shall engage only in activities that conform to the Association's goals and policies.

2.1 Membership
Only UPA Association members in good standing may be members of the New York City Chapter. All UPA members residing or working within the boundaries of the Chapter as stated above may voluntarily assign themselves to this Chapter. A UPA member may be associated with only one Chapter at a time.

The Chapter shall verify during the application process that the potential Chapter member is a current UPA member before granting Chapter membership. If the potential Chapter member is not a UPA member, the Chapter will provide the Chapter applicant a UPA membership application, and Chapter membership shall be granted after the applicant as been approved for UPA membership, and paid UPA and Chapter dues.

2.2 Association contact
This Chapter shall

1. advise the UPA Chapter Committee and the Chapter Sponsor promptly of the names of its newly elected officers.
   
2. furnish progress information on a quarterly basis and an annual activities report to the Chapter Committee.
   
3. verify Association membership status of potential Chapter members.
   
4. notify the Association office of new Chapter members so that the Association database can reflect Chapter affiliation.
   
5. submit an annual financial report to the Chapter Committee and UPA treasurer.
   
2.3 Constraints
This Chapter will
1. operate under local rules and procedures that are consistent with the governing by-laws, and operational policies and procedures of the UPA and the Chapter. Any variations from the governing documents shall be approved through the Association's Chapter Committee and Board of Directors prior to becoming effective.
   
2. take responsibility for ensuring Chapter members are first UPA members.
   
3. not own real estate, obligate the UPA to any financial or other commitment, nor use the UPA name without the Chapter designation and only within the guidelines outlining use of the Association name and logo.
   
2.4 Dissolution
The UPA Board may by a two-thirds vote dissolve this Chapter when it is satisfied that the Chapter is inactive (i.e., no meetings have occurred for a span of one year and no meetings are planned) and that there is no reasonable hope of its immediate revival, or when it is satisfied that such action is in the best interests of the Association. Chapter dissolution shall not affect Association membership status of the members assigned to this Chapter. Members of this Chapter, if dissolved, shall be assigned unaffiliated status or reassigned to another Chapter if such exists in this general region and if they so choose. Upon dissolution, all Chapter funds shall revert to the Association treasury, and use of the UPA name as a Chapter shall cease.

3.1 Name
The Chapter name is selected by the original organizers but may be changed by a two-thirds vote at a business meeting of the Chapter, a quorum being present. Written notification of the motion to change the name must be given to all Chapter members at least two weeks before the vote. The Chapter name shall be submitted to the UPA Board of Directors for approval, as shall any proposed name change.

3.2 Boundaries
The Chapter boundaries are proposed by the original organizers and approved by the Chapter Committee, part of the UPA Association. Any change to the boundaries shall be submitted to UPA for approval. The Chapter Committee, with the agreement of UPA's Board of Directors, may change a Chapter's boundaries if deemed in the best interest of the Association and the Chapter.

3.3 Chapter Council
The Chapter membership is represented by an elected Chapter Council with powers to take whatever legal and proper actions are necessary for the fulfillment of the Association's purposes.

The UPA -- New York City Chapter Council is composed of: (1) President, (2) Vice President, (3) Secretary/Treasurer, (4) Program Director, (5) Membership Chair, and (6) Past President. The Chapter Council shall meet at the request of the President or at the request of two or more of its members. A majority of the Chapter Council constitutes a quorum. If the Chapter Council decides by majority vote that more than six officers are required to operate efficiently, it shall propose to the Chapter membership to increase the number of elected officers, specifying the titles and duties of such officers. If the proposal is accepted by two-thirds vote of those present (all members having been notified at least two weeks prior to the vote), it shall become effective. Conversely, the membership of this Chapter may agree by a two-thirds vote to have the offices of secretary and treasurer filled by the same individual. Vacancies in the Chapter Council are filled by majority vote of the remaining council members.

Chapter officers shall hold office for a term of 1 year. Each term begins on September 1 each year. An individual may hold office for more than one term (one year), providing this action receives approval (a majority vote) from the Chapter Council.

It is stipulated that no member of the Chapter Council, nor any member of the Chapter, nor any outside agent may use the Chapter contact lists (email, addresses, phone numbers, or any other contact information) for any purpose other than Chapter business.

3.4 Responsibilities The Chapter President, as head of the Chapter Council, is responsible for all operations. The Chapter President delegates duties to the other officers. The following responsibilities must be discharged:

1. regularly scheduled program meetings for the membership (at least four per year).
   
2. recruitment of new members and membership processing.
   
3. regular meetings of the Chapter Council to handle the Chapter's business.
   
4. fiscal controls by means of approved budgets and expenditures, and fiscal operations in accordance with Subsection 3.7 below.
   
5. quarterly activity reports to the Chapter committee.
   
6. annual activities reports to the Chapter committee and annual fiscal reports to the Association treasurer. Within 90 days of the end of the fiscal year, the Chapter shall prepare and provide to the Board of Directors of UPA a current financial statement for the fiscal year just ended.
   
7. compliance with U.S. IRS requirements regarding annual information returns. Compliance with local regulations regarding non-profit organization.
   
8. annual elections conducted by the Chapter Nominating Committee in accordance with Subsection 3.5 below.
   

3.5 Chapter elections
It is the President's duty to ensure that procedures for Chapter elections are carried out properly. The results of the election shall be reported to UPA and the Chapter Sponsor as early as possible so the new President and other Chapter officers can be invited to attend the annual Chapters workshop, held in conjunction with the annual Association conference. The Chapter Nominating Committee handles the elections.. The nominating committee manager, who is a member of the Chapter, is appointed by the Chapter President.

The Chapter Nominating Committee consists of three people who are appointed by the Chapter President. Members of this committee must be members of the Chapter, and they may, or may not, be members of the Chapter Council.

Chapter officers shall hold office from September 1 until the following August 31. An individual may hold office for more than one year (one term), providing this action receives approval (a majority vote) from the Chapter Council.

The procedures for elections will be as follows:
1. The President forms the Nominating Committee no later than February 15 each year. A person must be a voting member of the NYC-UPA in order to be on the Nominating Committee.
   
2. On or about March 1 each year the Nominating Committee announces to the Chapter membership that nominations are open for the Chapter's officer positions for the succeeding year. The Nominating Committee may also receive nominations for the Chapter's officer positions from current members of the Chapter Council. In addition, an individual Chapter member may nominate himself/herself, or another Chapter member. Nominations from Chapter members or from Chapter council must be submitted to the Nominating Committee by April 1 each year.
   
3. The Nominating Committee will submit the slate of officers to the Chapter Council no later than April 30 each year. There shall be a minimum of 1 and a maximum of 4 nominees for each officer position to be filled.
   
4. In the first week of May each year, the Nominating Committee will arrange for the slate of nominated individuals to be distributed to all eligible Chapter members that have voting privileges.
   
5. The election of new officers shall take place in the first week of June each year. Election returns will be tabulated, and the results will be sent to the Chapter membership no later than the last week in June.
   
6. The new Chapter officers will be identified by end of June of each year and thus, as necessary, these people will have the summer to work with the current office holder in order to ensure a smooth transition on September 1.
   
There is a Chapters Workshop for all Chapter officers held each year in conjunction with the annual Association conference.

3.6 Chapter business meeting
There shall be an annual Chapter business meeting at which the Chapter Council report to the membership and the results of the annual election are announced, in addition to any other Chapter business. A quorum for transacting business is 25% of the voting members, or fifteen voting members, whichever is fewer.

3.7 Finances Chapter funds shall be deposited in any banking institution that is a member of the Federal Deposit Insurance Corporation (FDIC), or is protected by the Canadian Deposit Insurance Act, or credit unions that are members of the National Credit Union Share Insurance Fund (NCUSIF), as shall be determined by the Chapter Council. The Chapter shall operate under a financial budget approved by its Chapter Council. The Secretary/Treasurer is responsible for all disbursements. Disbursements over $250.00 must be approved by the President or two other Chapter Council members. Checks of any amount must be signed by either the Treasurer or the President.

3.8 Chapter Member Dues
The Chapter shall charge dues which are dedicated to Chapter operations, in the amount of $15 per year. The annual dues amount may be changed through a majority vote of the Chapter Council. Dues shall be assessed annually, with notifications sent out in November of each year. Dues will be due on January 1 each year. On renewals, there shall be a two-month grace period; if Chapter dues as assessed are not paid by March 1, the member's Chapter dues shall be considered to be in arrears, and the member shall be ineligible to serve as a Chapter officer, or to vote on Chapter matters, or to participate in Chapter activities, until the Chapter dues in arrears are paid in full.

Dues of members who join Chapters during any year shall not be prorated. The dues amount shall be $15 regardless of the time of year at which the individual joins the Chapter. However, annual dues collected after September 1 in a given year will entitle the person to membership in NYC-UPA for the remainder of that year and for the succeeding year.

3.9 Services to Non Members
This Chapter may charge additional fees to Non-members for Chapter events, which fees may be more than those charged to members. However, the amount charged must be reasonable in relation to the benefit derived.