Bylaws
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 Website: https://www.smsh-alumni.org
3.3.2 Facebook: https://www.facebook.com/groups/smshalumniassn
3.3.2.1 Business: https://www.facebook.com/share/1DyuDDtduX/?mibextid=wwXIfr
3.3.2.2 Alumni Business Page (1): https://www.facebook.com/share/g/183Dish1mK/?mibextid=wwXIfr
3.3.3 Miami-Dade County Public Schools Alumni Platform: https://mdcpsalumni.almabaseapp.com/
3.3.4 Instagram: https://www.instagram.com/smshalumniassociation
3.3.5 Threads: https://www.threads.com/@smshalumniassociation
3.3.6 X: https://x.com/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 for membership. To become an active member of the South Miami Senior High Alumni Association, eligible individuals must complete registration in both of the following official platforms:
(a) The South Miami Senior High Alumni Directory portal:
https://www.southmiamiseniorhigh.org/apps/directory/
(b) The Miami-Dade County Public Schools Alumni platform:
https://mdcpsalumni.almabaseapp.com/
Membership shall become effective only after registration has been completed on both platforms and any required verification has been completed. Memberships are non-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.
4.3.4 Project Completion and Member Assistance.
If any member, committee member, volunteer, or project participant is unable to complete an assigned, approved, or undertaken SMSHAA project, the matter shall be referred to the Internal Dispute Resolution Committee. The Committee shall approach the member or participant to determine whether additional support, resources, clarification, reassignment, or other assistance is needed to complete the project consistent with SMSHAA's mission and goals. The Committee may make recommendations to the Board concerning completion, reassignment, or additional support, unless the Board grants the Committee specific authority to act.
4.3.5 Organizational Attribution and Individual Recognition.
All SMSHAA events, activities, programs, fundraisers, scholarships, projects, announcements, publications, and communications that are sponsored by, affiliated with, or mention SMSHAA, including any reference made in an individual capacity, shall identify SMSH Alumni Association Inc. or SMSHAA as the primary organizational name and shall not be publicized primarily in the individual capacity or name of any individual member, Director, officer, volunteer, or committee participant. If individual names are reasonably required for a project, event, or communication, then all members of the applicable committee, including any Board members serving on or assigned to that committee, shall be listed in a substantially equal manner. This provision shall be interpreted consistent with SMSHAA's mission and goals, including unity, compassion, service to South Miami Senior High, and service to the community. The Board may approve a different form of attribution when required by confidentiality, safety, legal compliance, donor-recognition requirements, school-administration requirements, or practical space limitations.
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 alumnus of South Miami Senior High School or attended South Miami Senior High School (upon verification through the SMSH Registrar) and who is committed to supporting the purpose and mission of the South Miami Senior High Alumni Association (SMSHAA) shall be eligible to serve as a Director.
(b) Directors must maintain active membership in the SMSHAA by registering on both of the following official platforms:
The South Miami Senior High Alumni Directory portal:
https://www.southmiamiseniorhigh.org/apps/directory/
The Miami-Dade County Public Schools Alumni platform:
https://mdcpsalumni.almabaseapp.com/
Registration on both platforms is a continuing eligibility requirement for service on the Board of Directors.
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
A quorum shall consist of a majority of the serving Board of Directors. For a Board consisting of five (5) serving Directors, a quorum shall be three (3) Directors. Once a quorum is established, the Board is authorized to conduct all business properly before it.
5.9(a) Majority Vote. Unless otherwise required by these Bylaws or applicable law, any action of the Board shall be approved by a majority vote of the Directors present at a meeting where a quorum exists.
5.9(b) Supermajority Vote. Whenever these Bylaws require a supermajority vote, approval shall require the affirmative vote of at least two-thirds (2/3) of the Directors present at a meeting where a quorum has been established. Directors who are absent shall not be counted in determining the number of votes required for approval.
5.9(c) If three (3) Directors are present (quorum), a supermajority requires two (2) affirmative votes. If four (4) Directors are present, a supermajority requires three (3) affirmative votes. If five (5) Directors are present, a supermajority requires four (4) affirmative votes.
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
Although service on the Board of Directors is voluntary and uncompensated, each Board Member is expected to act in good faith, participate in the governance of the SMSH Alumni Association, comply with these Bylaws, and support the mission
and best interests of the organization. A Board Member may be removed for cause only by an affirmative supermajority vote of the Directors present at a duly called meeting at which a quorum has been established, as defined in Article 5.9. For purposes of this section, “cause” may include, but is not limited to:
(a) Failure to perform the duties and responsibilities of a Director as set forth in Article 5.3 after written notice and a reasonable opportunity to correct the issue.
(b) Violation of these Bylaws or any policy adopted by the Board.
(c) Misuse of the SMSH Alumni Association’s name, resources, funds, records, or confidential information.
(d) Conduct that materially harms the mission, operations, reputation, financial interests, or legal interests of the SMSH Alumni Association.
(e) Conduct that substantially interferes with the Board’s ability to carry out its responsibilities or the Association’s ability to fulfill its mission.Before any vote on removal, written notice of the proposed removal and the specific grounds for removal shall be provided at least fourteen (14) days before the meeting. Prior to the vote, any member may request that the matter be referred to the Internal Dispute Resolution Committee to explore an alternative resolution. The Board Member subject to removal shall be given a reasonable opportunity to respond to the stated grounds, either in writing or in person, before the Board
votes.
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.
6.1.3.2 Committee Participation. Each committee member shall have the opportunity to recommend or select participants from among Board members, SMSHAA members, alumni, and other qualified volunteers to participate as committee members, provided that all such participation is conducted inaccordance with these Bylaws, the committee’s approved purpose and goals, any applicable conflict-of-interest requirements, and any policies or approvals adopted by the Board of Directors.
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 Internal Dispute Resolution Committee
6.5.1 Creation and Purpose. There is hereby established an ad hoc committee known as the Internal Dispute Resolution Committee. The purpose of the Committee is to assist with internal project-completion issues, member or committee disputes, conflict-of-interest concerns referred by the Board, and similar internal matters affecting SMSHAA's mission, goals, operations, or community-facing projects.
6.5.2 Composition. The Committee shall consist of three (3) members: (a) two (2) SMSHAA Board members who do not have a conflict of interest in the matter under review; and (b) one (1) neutral third-party member approved by the Board or
by the two non-conflicted Board members. The third-party member shall participate in deliberations and shall serve as the tie-breaking or weighted participant when necessary for the Committee's recommendation or decision.
6.5.3 Conflicts. A Board member or participant with a direct personal, financial, or project-related conflict shall not serve on the Committee for that matter. The Board may appoint alternate non-conflicted Board members as needed.
6.5.4 Authority and Process. The Committee may meet with affected members, request relevant information, recommend additional assistance, resources, reassignment, resolution measures, or a course of action to the Board. The Committee shall not impose discipline, terminate membership, amend these Bylaws, authorize expenditures, or bind SMSHAA unless specifically authorized by the Board and these Bylaws.
6.5.5 Reporting. The Committee shall provide a written summary or recommendation to the Board, except when confidentiality requires limited reporting. The Board retains final authority over SMSHAA actions unless otherwise delegated.
6.5.6 Confidentiality. Committee deliberations and information received during the review process shall remain confidential except as necessary to report recommendations to the Board or as otherwise required by law.
6.6 All Other Committees
6.6.1 Kevin Cabrera & SMSH Alumni Association, Miami-Dade College Foundation Endowment Committee, with the assistance of the Board of Directors, shall periodically review and make recommendations relating to all fundraisingand other financial activities of this community collaborative endowment 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
7.1.4 Access
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
8.1Contracts
8.1.1 The Board of Directors may designate any Director as an agent of the SMSHAA with general or limited authority. 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
9.0.1 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.
Revised Date: July 6, 2026