ARTICLE 1.0 – NAME AND PURPOSE 

The name of this non-profit organization is SMSH Alumni Association Inc. (SMSHAA). The purpose and mission of the SMSHAA is to connect, inform, and serve South Miami Senior High, its diverse alumni and friends through strong leadership, effective communication and contributions to SMSH in support of educational goals. 

ARTICLE 2.0 — CORPORATION 

SMSHAA is incorporated under the laws of the State of Florida and is recognized as a not-for profit organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. The provision of these Bylaws is supplementary to the provisions of the Articles of Incorporation. 

ARTICLE 3.0 – OFFICE CONTACT

3.1 Address.

3.1.1 The principal office of the SMSHAA is 6856 SW 53rd Street, Miami, Florida 33155. 

3.2 Email.

3.2.1 The SMSHAA email address is Info@SMSH-Alumni.org. 

3.3 Social Media.

3.3.1 Web site: https://www.smsh-alumni.org

3.3.2 Facebook: https://www.facebook.com/groups/smshalumniassn 

3.3.3 Instagram: https://www.instagram.com/invites/contact/?i=36js6me4e67m&utm_content=ghwgrwk

3.3.4 Twitter: @IncSMSH

ARTICLE 4.0 – MEMBERSHIP 

4.1 Eligibility 

Any person who is an alumnus of South Miami Senior High school or attended South Miami Senior High school (upon verification through the SMSH Registrar) qualifies as a member. Alumni are eligible for membership upon registration on the South Miami Sr. High website (https://www.southmiamiseniorhigh.org/apps/directory/), also called the SMSH Alumni Directory portal. Memberships are not transferable. 

4.2 Membership Administration 

Definitions of membership policy are established by the Board of Directors (Board). 

4.3 Member Responsibilities 

4.3.1 All members are expected to abide by the articles of incorporation of this Association, by these Bylaws, by any rules and regulations adopted by the Board of Directors, and by any other published policy by South Miami Sr. High school and/or MDPS.

4.3.2 All members are expected to provide current contact information via SMSH Alumni directory portal.

4.3.3 All members are expected to conduct themselves with regard for the SMSHAA’s mission and goals. 

 4.4 Membership Termination or Suspension. 

4.4.1 Email is an important way to keep costs down. If an email address is not maintained on file, membership can be suspended until one is provided. 

4.4.2 Membership shall terminate upon the occurrence of any of the following: 

4.4.2.1 Resignation of a member. 

4.4.2.2 A member is convicted of a crime against the Miami Dade County Public School (MDCPS) Board, MDCPS faculty, MDCPS staff, or any alumni, it shall be deemed to have committed acts contrary to the written policies of SMSHAA, and a supermajority vote (as defined in Article 5.9) of the SMSHAA Board of Directors may order that the membership be terminated, or that renewal of the membership be denied. 

4.5 Reinstatement. 

4.5.1 Following termination of membership as defined by Section 4.42, membership may be reinstated by reapplication, or by submission of a valid email address.

4.5.2 If membership is terminated pursuant to Article 4.4, reinstatement of membership status shall require an affirmative vote of a supermajority (as defined in Article 5.9).

4.6 Membership Rights and Benefits. 

4.6.1 Of persons. Each person who is a member is entitled to (1) Network opportunities by participation in SMSHAA sponsored activities, (2) SMSHAA social media participation, (3) Upon Board member vacancy, and an incumbent Board of Director supermajority vote (as defined in Article 5.9), seek election as a Board of Director or be appointment to an committee and/or ad hoc committee, and (4) have SMSHAA volunteer opportunities, (5) also give back to future alumni and stay connected to our alma mater.

4.6.2 To assets. No member shall possess any property right in or to any property of SMSHAA. In the event all memberships are terminated or in the event of dissolution of SMSHAA, then after paying or adequately providing for the debts and obligations of SMSHAA, the Board shall dispose of the remaining property of SMSHAA in according with state and federal law, and SMSHAA’s Articles of Incorporation. No earnings or other property of SMSHAA shall be distributed to, or inure to the benefit of, any member, former member, director, or officer of SMSHAA, or any other private individual, either directly or indirectly, except for payments made for goods or services received by SMSHAA pursuant to contracts approved by the Board. 

4.6.3 Liability of Members. By sole virtue of membership, no Member will be personally liable for any of the SMSHAA’s debts, liabilities, or obligations, nor will any Member be assessed for the debts, liabilities, or obligations of the SMSHAA. 

4.7 Access 

All Board of Directors meeting minutes (minus any information deemed by the Board of Directors to be confidential or of a sensitive nature) shall be available to all members upon written request to the Board of Directors via email to Info@SMSH-alumni.org. 

ARTICLE 5.0 — BOARD OF DIRECTORS 

5.1 Composition 

The Board of Directors shall consist of not less than three (3) Directors, the number of Directors to be determined from time to time by resolution of the entire Board of Directors. (a) Any person who is an alumni of South Miami Senior High school or attended South Miami Senior High school (upon verification through the SMSH Registrar) and that are obliged to support the purpose and mission of the SMSHAA. (b) Directors must register on the South Miami Sr. High website (https://www.southmiamiseniorhigh.org/apps/directory/). 

5.2 Qualifications 

All Directors: (a) shall be a SMSHAA members in good standing; and (b) in accordance with Membership Rights, Article 4.3.(c) Directors shall be nominated by the incumbent Board of Directors and shall receive a Board supermajority (as defined in Article 5.8) vote for induction.

5.3 Duties of Board of Directors

5.3.1 As Directors representing the SMSHAA, the Directors shall:

1.  Periodically meet with South Miami Senior High Administration and Director of Activities Office.

2.  Preside at all meetings.

3.  Supervise SMSHAA affairs and events.

4.  Be aware of, vote on, and take action on corporation renewals (Sunbiz and corporation insurance).

5.  Financial bookkeeping, including monthly records.

6.  Maintain the corporation's social media platforms. 

5.3.2 Director General duties shall: 

1.  Hold such powers and duties as may be delegated by the Board

2.  Oversee contracts for contracted services. 

3.  Keep, or cause to be kept, the minutes of all meetings of the Members, the Board, and the Executive Committee. Minutes shall include the following: (a) time and place of the meeting, (b) the notice given, (c) the names of those present at the Board and Committee meetings, (d) the proceedings. 

4.  Perform other duties as delegated by the Board, or these Bylaws, in keeping with state and federal laws. 

5.  Strategic direction and development of business, donor, and membership networks for the purpose of furthering the SMSHAA’s mission.

6.  All administrative and operational aspects of the organization. 

5.4 Additional Board of Directors

Additional Directors may be selected and removed by supermajority vote (as defined in Article 5.9) by the Board of Directors. 

 5.5 Right to assets 

No member of the Board shall possess any property right in or to any property of the SMSHAA. 

5.6 Powers 

The Board of Directors shall have powers to the full extent allowed by law. All powers and activities of this Corporation shall be exercised and managed by the Board of Directors of this Corporation directly or, if delegated, under the ultimate direction of the Board of Directors.

5.7 Elections and Terms

The members of the Board of Directors shall be elected by the Directors at a regular meeting. The term of the Directors are self-perpetuating.

5.8 Term Limits 

Elected Directors have no term limits.

5.9 Quorum and Supermajority 

Quorum is measured as a majority vote, of the five (5) serving Board of Directors, quorum is three (3) Directors for any duties as stated in Article 5.3.2 (General Duties). (a) Any meeting shall constitute a majority quorum and shall be empowered to conduct the business of the committee.  (b) A "supermajority" quorum is a requirement that more than a majority of the votes of the voting group be present to constitute a quorum. A supermajority quorum vote is measured of the five (5) serving Board of Director, a supermajority quorum is four (4). 

5.10 Records 

Directors shall keep in an orderly way all documents and records relating to their responsibilities and duties and shall deliver them to the SMSHAA’s virtual and/or physical office as required. 

5.11 Insurance. 

The Corporation is not required to purchase Directors' and Officers’ liability insurance, but the Corporation may purchase such insurance if authorized and approved by the Board of Directors. To the extent permitted by law, such insurance may ensure the Corporation for any obligation it incurs as a result of operation of law, and it may insure directly the Board of Directors of the Corporation for liabilities.

 5.12 Vacancy 

The vacancy of a Director position shall be filled by the Board of Directors for the unexpired term of the Director, subject to the power of removal stated herein. (a) Any Member appointed to fill the vacancy of a Director must have the same qualifications as required of the Director whose office was vacated. 

 5.13 Removal of a Board member 

Any Director may be removed by a supermajority vote (as defined in Article 5.9) of the Board of Directors whenever in its judgment the interests of the SMSHAA would best be served. In the case of the elimination or vacancies, the number of Directors serving in this category may be reduced, with a minimum of three (3) being required.

5.14 Resignation 

Any Director may resign at any time by giving written (i.e. letter and/or email) notice to the Board of Directors of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, then on delivery.

ARTICLE 6.0 — COMMITTEES 

6.1 Committee Creation 

6.1.1 Temporary Committees 

6.1.1.1 Based on a majority vote the Board of Directors may create temporary committees. 

6.1.2 Standing Committees 

6.1.2.1 The Board may also create Standing Committees, other than those specified herein, which must have a minimum of two (2) members who are members in good standing of the SMSHAA. 

6.1.3 All Committees 

6.1.3.1 Any committee member may recruit and appoint SMSHAA members or other alumni of South Miami High school. Board of Directors have the duty to establish and modify the committee’s goals, and the power to remove members and terminate the Committee whenever in its judgment the interests of the SMSHAA would best be served.

6.2 Powers 

At the time of creation of a committee, the creating party shall establish and modify the goals and powers of such committee. When powers are not specified, the committee has all powers that are reasonably necessary to achieve the stated committee goals, not otherwise restricted by these Bylaws. 

6.3 Reports 

Each committee shall report on committee work to the Board: 

1.  When directed by the Board of Directors,

2.  at the end of a year after appointment even if not directed, and

3.  after the committee is terminated. 

6.4 Committee Rules 

Committees may adopt procedural rules so long as they are not inconsistent with these Bylaws and procedures of the Board. 

6.5 All Other Committees 

6.5.1 FIU/SMSH Alumni Association/John Branstetter Scholarship Fund Committee, with the assistance of the Board of Directors, shall periodically review and make recommendations relating to all fund raising and other financial activities of this community collaborative scholarship fund. 

ARTICLE 7.0 — SMSHAA MEETINGS 

7.1 Board of Director Meetings 

7.1.1 Annual Board of Director Meeting 

7.1.1.1 The Board shall designate a format (live or virtual), time, and place for a meeting of the general memberships. This shall normally be at the beginning of August and the end of July but not more than 14 months following the previous general membership meeting. However, failure to hold a timely annual meeting shall in no way affect the terms of Board of Directors of the SMSHAA, or the validity of actions of its Board. 

7.1.2 Other 

7.1.2.1 In addition to annual meetings of members, meetings of members may be called at any time by (a) supermajority vote (as defined in Article 5.9) of the Board.

7.1.3 Quorum 

7.1.3.1 A quorum is defined in Article 5.9

7.1.4Access 

7.1.4.1 All SMSHAA members in good standing may participate in annual meetings. 

7.1.5 When 

7.1.5.1 The Board of Directors (Board) shall meet a minimum of quarterly or semi-annually and/or as necessary. Meetings may be held at a physical location or during a live or virtual video conference. Special Board meetings may be called by a Director.

7.2.1.2 Three or more of the Directors are needed to conduct a meeting. Notice of the time and place or manner of all meetings, including the purpose of any special meeting, shall be communicated to all Board of Directors by email. 

ARTICLE 8.0 — FINANCIAL OPERATIONS 

8.1 Contracts 

8.1.1 The Board of Directors may designate any Director as an agent of the SMSHAA with general or limited authority.

1.  To formalize into any contract on behalf of the SMSHAA, or to execute and deliver any instrument on behalf of the SMSHAA. Also, it may authorize any person so designated to sign checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness as may be issued in the name of the SMSHAA. After approval by the Board of Directors by a supermajority vote (as defined in Article 5.9).

8.2 Gifts 

8.2.1 The Board may accept on behalf of the SMSHAA any donations, contribution, gift, bequest, or device for either the general or specific purposes of the SMSHAA. 

8.3 Fiscal year 

8.3.1 The fiscal year shall correspond to the time between the beginning of August and the end of July of the year after. 

8.4 Tax status 

8.5.1 The SMSHAA shall be operated as a not-for profit, tax exempt organization as described in section 501(c)(3) of the Internal Revenue Code of 1954. 

ARTICLE 9.0 — PARLIAMENTARY AUTHORITY 

For all meetings, the rules contained in the current edition of Democratic Rules of Order or other meeting rules as approved by the Board shall be referenced as a guideline to govern the SMSHAA in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws and any special rules of order the SMSHAA may adopt. 

ARTICLE 10.0 — AMENDMENTS 

10.1 Method 

10.1.1These Bylaws may be amended by a Board of Director affirmative supermajority vote (as defined by Article 5.9) at any other meeting of Directors or vote which would adhere to the guidelines under Article 5.9. 

10.2 Copies 

10.2.1 A copy of proposed amendments shall be emailed to any Board of Directors upon request and shall be made available at a meeting where amendment is being considered. After amendment, an amended copy of these Bylaws shall be posted on the SMSHAA’s website or provided to each member of the SMSHAA Board. 

10.3 The Bylaws shall be reviewed annually.

ARTICLE 11.0 - CONFLICT OF INTEREST POLICY 

11.0 The SMSHAA shall not, nor shall any of it’s Directors, Officers, or Members on behalf of the SMSHAA, make any statement (i) endorsing any particular political candidate; (ii) supporting any particular political viewpoint; or (iii) promoting any of their own products or services.

11.1.1 No (i) Director, or Member of the SMSHAA; (ii) spouse, child, or parent of a Director, or Member of the SMSHAA, or (iii) business organization in which a Director, or Member of the SMSHAA holds an equity interest of more than ten percent (10%) percent, shall sell any product to or provide any service for a fee to the SMSHAA unless the Director, Officer, or Member in question first discloses the potential conflict in writing to the Board of Directors and recuses themselves from all discussions about the potential business relationship. 

Revision Date: July 20, 2023