By Laws

 ARTICLE 1.0 – NAME AND PURPOSE 

The name of this organization is Westland Hialeah Senior High Alumni Association. The Mission is to connect, inform, help Westland Hialeah Senior High and its school’s community through leadership and communication in support of education. Our Vision is to empower WHSH students to create traditions that cultivate Wildcat Pride. And to continue those traditions for years to come.

 

 

 ARTICLE 2.0 — CORPORATION 

WHSHAA 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

3.2  Email

3.2.1 The WHSHAA email address is wildcatalumniassociation@gmail.com

3.3  Voice and Text Telephone Number

3.4  Social Media

3.4.1 Instagram: https://www.instagram.com/westlandalumni/

3.4.2 Facebook:  https://www.facebook.com/profile.php?id=100066658879146 
 

 ARTICLE 4.0 – MEMBERSHIP 

4.1 Eligibility 

Any person who is an alumnus of Westland Hialeah Senior High and supports the mission of WHSHAA is eligible for membership upon graduation. 

4.2 Membership Administration 

Definitions of membership categories, the annual dues for each class of membership, policy for reinstatement after short-term lapse, and forms for membership solicitation and renewal, shall be as 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. 

4.3.2 All members are expected to provide current contact information. 

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

4.4 Membership Termination or Suspension. 

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

4.4.1.1 Death or resignation of a member. 

4.4.1.2 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 WHSHAA, and a two-thirds majority of the WHSHAA Board may order that the membership be terminated, or that renewal of the membership be denied. 

4.5 Reinstatement. 

4.5.1 If membership is terminated pursuant to Article 4.4.1.2, reinstatement of membership status shall require an affirmative vote of a two-thirds majority of WHSHAA’s Board. 

4.6 Membership Rights. 

4.6.1 Of persons. Each person who is a member is entitled to (1) participate in WHSHAA sponsored activities, (2) have one vote on any question requiring a vote of the general membership, (3) seek election as an Officer or Director or appointment to a committee, and (4) attend meetings of the Board or Executive Committee on a nonparticipating basis. 

4.6.2 To assets. No member shall possess any property right in or to any property of WHSHAA. In the event all memberships are terminated or in the event of dissolution of WHSHAA, then after paying or adequately providing for the debts and obligations of WHSHAA, the Board shall dispose of the remaining property of WHSHAA in accord with state and federal law, and WHSHAA’s Articles of Incorporation. No earnings or other property of WHSHAA shall be distributed to, or inure to the benefit of, any member, former member, director, or officer of WHSHAA, or any other private individual, either directly or indirectly, except for payments made for goods or services received by WHSHAA 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 WHSHAA’s debts, liabilities, or obligations, nor will any Member be assessed for the debts, liabilities, or obligations of the WHSHAA. 

4.7 Powers.  

4.7.1 At annual meetings, members shall, by a plurality decision of those present, elect Officers and Directors-at-Large. 

4.7.2 At all meetings of members, members are entitled to vote on any motion, which vote shall be controlling if contrary to a vote of the Board. 

4.8 Membership Benefits. 

1. Email Newsletter of Class Reunions. 

2. Access to website.

3. Participation as Committee Chair, which is a pre-requisite of being nominated into the Board. 

4. WHSHAA voting privileges. 

 

 ARTICLE 5.0 — BOARD OF DIRECTORS 

5.1 Composition 

The Board of Directors (Board) shall consist of not more than nine (9) Directors composed of the following: (a) all Officers of the WHSHAA, which shall include the President, Vice President, Secretary, Treasurer, and (b) five (5) Directors-at-Large. In the case of elimination of standing committees or vacancies, the number of Directors serving in this category may be reduced, with a minimum of five (5) being required. These Directors are accountable for implementation of the strategic goals and initiatives of the WHSHAA. 

5.2 Qualifications 

All Directors: (a) shall be WHSHAA members in good standing; and (b) shall have completed one year as active alumni in planning events. 

 5.3 Right to assets 

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

5.4 Powers 

All governing powers reside with the Board except those reserved in these Bylaws to Members or Officers. 

 5.5 Vacancy 

The vacancy of a Director-at-Large shall be filled by the Board, subject to the power of removal stated herein. Any Member appointed to fill the vacancy of a Director must have the same qualifications as required of the Director whose office was vacated. 

 5.6 Removal  

Any Director may be removed by a two- thirds vote of the Board of Directors whenever in its judgment the interests of the WHSHAA would best be served. Such removal will also result in that Director being removed from any office held.

5.7 Resignation 

A directorship shall terminate upon the Director's resignation, or death. Directorships may not be transferred. 

 

ARTICLE 6.0 — OFFICERS 

6.1 Organization 

Officers shall consist of a President, Vice President, Secretary and Treasurer. 

6.2 Qualifications 

Only WHSHAA members in good standing may be Officers. 

6.3 Duties of Officers 

6.3.1 President 

As the principal officer representing the WHSHAA, the President shall:

1. Preside at all meetings and make reports to members and the Board of Directors 

2. Supervise WHSHAA affairs.

3. Mentor the President-elect

4. Perform all such other duties that are either incidental to the office or delegated to the office by the Board. 

6.3.2 Vice President. 

The Vice President shall: 

1. Include such powers and duties as may be delegated by the Board or the President

2. Exercise the functions of the President during the absence or disability of the President.

3. Oversee contracts for staff and contracted services. 

6.3.3 Secretary 

The Secretary shall: 

1. 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 Board and Executive Committee meetings, (d) the number of members present or represented by written proxy at Membership meetings, (e) the proceedings. 

2.  Post minutes of Board and Executive Committee meetings on the WHSHAA’s website.

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

6.3.4 Treasurer

The Treasurer shall:

1. Track finances.

2. Maintain access to the business checking account

3. Pay the bills and reconcile transactions

4. File all tax documents with the State of Florida and the Federal government

5. Discuss financial reports during Board of Directors' meetings.

6.4 Vacancy  

The vacancy of an Officer shall be filled at a meeting of the Board. A plurality of Directors casting votes shall be sufficient to elect. In the event of the removal or resignation of an Officer pursuant to Sections 5.07 and 5.08 above, any replacement Officer shall fill the Officer who created the vacancy. 

6.5 Records 

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

 

ARTICLE 7.0 — EXECUTIVE COMMITTEE 

7.1 Composition 

The Executive Committee shall consist of the 4 Officers (President, Vice President, Secretary, and Treasurer) of the WHSHAA.

7.2 Duties 

The Executive Committee shall:

1. Strategize on organizational priorities and objectives.

2. Establish ad hoc committees.

3. Make reports to the Board. 

7.3 Quorum 

A majority (3 out of 4) of the members of the Executive Committee present at an Executive Committee meeting shall constitute a quorum and shall be empowered to conduct the business of the committee. 

7.4 Access 

All Executive Committee meeting minutes (minus any information deemed by the Executive Committee to be confidential or of a sensitive nature) shall be available to all WHSHAA members. 

 

 ARTICLE 8.0 — OTHER COMMITTEES 

8.1 Committee Creation 

8.1.1 Temporary (Ad Hoc) Committees 

Either the President, the Executive Committee, or the Board may create temporary committees. 

8.1.2 Standing Committees 

The Board may create permanent Standing Committees, other than those specified herein, which must have a minimum of a Chair and two additional members who are members in good standing of the WHSHAA. 

8.1.3 All Committees 

The President may appoint the chairs of WHSHAA’s Standing Committees subject to ratification by the Board. The chair of any committee may recruit and appoint WHSHAA members or other alumni of Westland Hialeah Senior High. Whichever position (President, Executive Committee, or Board) creates a committee has the duty to establish and modify its goals, and the power to remove members and terminate the Committee. 

8.2 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. 

8.3 Reports 

Each committee chair shall report on committee work to the Board: 

1. when directed by the President or Board,

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

3. after the committee is terminated. 

8.4 Committee Rules 

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

8.5 Standing Committees 

8.5.1 Finance Committee: 

The Finance Committee, with the assistance of the Treasurer, shall create an annual budget. The Committee shall periodically review and make recommendations relating to all fund raising and other financial activities of The Association. 

8.5.2 Membership Committee: 

The Membership Committee with the assistance of an assigned Director shall devise ways and means to maintain, monitor, manage, and increase the membership. 

8.5.3 Fundraising Committee:

The Fundraising Committee with the assistance of an assigned Director shall organize and create opportunities to raise funds for The Association. 

 

 ARTICLE 9.0 — WHSHAA MEETINGS 

9.1 Membership Meetings 

9.1.1 Annual Membership Meeting:

The Board shall designate a time and place for a meeting of the general membership, to be held at the Annual Conference. This shall normally be in May, 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 Officers or Directors of the WHSHAA, or the validity of actions of its Board. 

9.1.2 Other:

In addition to annual meetings of members, other meetings of members may be called at any time by (a) majority vote of the Board or (b) by the President. The President shall be required to call for a meeting of members upon petition of at least 10% of the WHSHAA 's members. 

9.1.3 Notice:

Written notice of all Membership meetings, stating the purpose of the meeting, will be provided from 7 days in advance. This notice shall be posted on WHSHAA’s website / posted on social media.

9.1.4 Quorum:

A quorum shall consist of those members attending that Membership meeting who then shall be empowered to transact WHSHAA business on behalf of the entire WHSHAA membership. 

9.1.5 Access:

All WHSHAA members in good standing may participate in Membership meetings. 

9.2 Board of Directors Meetings. 

9.2.1 When:

9.2.1.1 The Board of Directors (Board) shall meet a minimum of quarterly or semi-annually. Meetings may be held at a physical location or during a live teleconference or video conference. Special Board meetings may be called by the 

9.2.1.2 President or at the request of five or more of the Directors. Notice of the time and place or manner of all meetings, including the purpose of any special meeting, shall be communicated to all Directors by email. 

9.2.2 Quorum:

Two thirds of the Board, including at least two Officers, shall be required for a quorum. 

9.2.3 Proxy:

Voting proxies will be allowed by the Board with the stipulation that they be selected by the committee chairpersons or directors. Each committee chairperson or director is limited to granting their voting rights to a proxy no more than three times per year. 

9.3 Executive Committee Meetings. 

9.3.1 When:

The Executive Committee shall meet a minimum of quarterly.

9.3.2 Where:

Meetings may be held at a physical location or during a live teleconference or video conference.

9.3.3 Notice:

The Notice of time and place or manner of all Executive Committee meetings shall be communicated to all Officers by email. 

 

 ARTICLE 10.0 — ELECTIONS OF OFFICERS AND BOARD OF DIRECTORS 

10.1 Elections 

10.1.1 President:

The President shall be elected by the Board. The candidate must have served at least one-year as a member of the Board of Directors.

10.1.2 All other Officers and Board of Directors shall be elected by a plurality vote of WHSHAA members present at the annual membership meeting. The candidate must have served at least one-year as a member of any committee. 

10.2 Nominations 

10.2.1 Prior to each Annual Membership meeting, the Board shall appoint at least three WHSHAA members in good standing to a Nominating Committee, whose duty shall be to prepare a slate of one or more candidates for Officers and Directors for presentation to the membership at the Annual Membership meeting.

10.2.2 The nominees shall be announced to the Board. Notice shall appear in electronic and/or posted on the WHSHAA’s website/ or social media. After the slate of the Nominating Committee is presented at an Annual Membership meeting, the chair of the Nominating Committee shall ask for and present to the membership any other candidates that members present may propose. No person may be nominated without that person's consent. Unopposed candidates shall be nominated to the position.

 10.3 Vacancy in office 

10.3.1 Director vacancies shall be filled as follows: (1) At Large – by the Board, (2) Standing Committee chair – by the President, subject to ratification by the Board. 

 

 ARTICLE 11.0 — FINANCIAL OPERATIONS 

11.1 Contracts 

11.1.1 The Board may designate any Officer as an agent of the WHSHAA with general or limited authority

1. to enter into any contract on behalf of the WHSHAA, or

2. to execute and deliver any instrument on behalf of the WHSHAA. 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 WHSHAA. 

11.2 Gifts 

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

11.3 Fiscal year 

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

11.4 Principal office 

11.4.1 The WHSHAA shall keep the following items at its principal office and/or its virtual office: (1) books and records of account, (2) minutes of the meeting of members and of the Board, and (3) a list of the names and addresses of all members, and a master copy of the Bylaws; such items may be inspected by any member at any reasonable time. 

11.5 Tax status 

11.5.1 The WHSHAA 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 12.0 — 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 WHSHAA 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 WHSHAA may adopt. 

 

 ARTICLE 13.0 — AMENDMENTS 

13.1 Method 

13.1.1These Bylaws may be amended by an affirmative vote of a two-thirds majority of the members present at any Annual Membership meeting, or at any other meeting of members; or by an affirmative vote of at least a 60% majority of the members participating in an online vote and/or mail-in vote which would adhere to the guidelines under Articles 9.013 & 9.014. 

13.2 Copies 

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

 

ARTICLE 14.0 - CONFLICT OF INTEREST POLICY 

The WHSHAA shall not, nor shall any of it’s Directors, Officers, or Members on behalf of the WHSHAA, 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.

 

No (i) Director, Officer, or Member of the WHSHAA; (ii) spouse, child, or parent of a Director, Officer, or Member of the WHSHAA, or (iii) business organization in which a Director, Officer, or Member of the WHSHAA 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 WHSHAA 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.