Tennessee Valley Canoe Club

Constitution

Established 1968

 (Revised 4/11/96, 7/13/2006, 12/23/2008, 9/11/2010, 12/13/2013, 9/9/2017, 9/30/2023)

  1. NAME
    The name of this club shall be called “Tennessee Valley Canoe Club.”
  2. PURPOSE
    The purpose of this Club shall be to bring together a diverse population of people who are interested in canoeing, kayaking, and related activities; to increase the knowledge, safety, and appreciation of paddle sports; and to support conservation and preservation of recreational waterways.
  3. MEMBERSHIP
    Persons eligible for membership shall be those interested in the purpose for which this organization was formed as defined in Article II.  There will be one vote per membership.  Honorary memberships shall be available at the discretion of the officers but have no voting rights.
  4. OFFICERS
    A. Executive officers of the Club are President, Vice President, Treasurer, and Secretary.  Other Board Officers are:  Assistant Vice President, Safety Officer, Training Officer, River Conservation Officer, Communication Officer, Information Technology Officer, Competition Officer, Social Chair, and the five paddling environment related Cruise Masters who are Cruise Master 1: Class II/III Whitewater; Cruise Master 2: Class III/IV Whitewater; Cruise Master 3: Overnighters; Cruise Master 4: Stand Up Paddleboard (SUP), and Cruise Master 5: Class I & Flatwater.
    B. A proposed list of new Officers for the coming year will be presented to the membership via electronic polling capabilities and provide for a minimum of a 14-day period for voting Yea or Nay on each proposed new Officer while also providing an opportunity for write-in candidates.  Following the voting period, the Board will tally the results, assess comments, and make a final announcement.  The announcement will occur at the September member meeting but no later than October 1st of the year in which the Board is to begin serving their term.
    C. Elected Officers will serve for a one-year period, defined as a “term,” beginning on October 1st, and ending on September 30th.  Executive Officers may serve for a total length of time equal to three consecutive terms in the same office.  Non-executive board officers may serve an indefinite number of terms.  All officers must be elected for each term.
  5. BOARD OF DIRECTORS
    A. The Officers of the Club shall constitute the Board of Directors.  They shall formulate, plan, and transact Club business. The Board will develop, approve, and implement policies affecting Club operations.
    B. Vacancies occurring among the members of the Board during their term shall be filled by appointment of the Board, except for the office of President.  If this office is vacated, the Vice President will succeed as President.
    C. The Board may appoint people to At Large positions on the Board that may or may not be members of the Club.  These positions will have their responsibilities specifically defined by the Board at the time of their appointment.  At Large positions are non-voting members of the Board.
    D. The immediate past President, Vice President, Secretary, and Treasurer may serve on the Board, at their discretion, as an Emeritus member in the year following their term as officers. An Emeritus member is a non-voting position serving as an advisor to the Board and the Executive Committee.
    E. The Board will include one permanent committee position to manage Club physical resources defined as the Quartermaster position.  This is a non-voting Board position.
  6. MEETINGS
    A. The Club will meet at least once a year in September.
    B. The annual meeting shall review any pertinent reports from Officers and committees.
    C. The Board of Directors shall meet at least quarterly.
    D. All meetings shall be open to the Club general membership.
  7. AMENDMENTS
    A. Any member of the Club can propose amendments to this Constitution.  
    B. A permanent committee called the Policy and Bylaws Committee will also review the Constitution and Bylaws annually to assess the need for revisions.
    C. Proposals from members to amend the Constitution should be submitted in writing to the TVCC Board of Directors. 
    D. The Board will review all proposals and forward them to the Policy and Bylaws Committee for action and disposition. 
    E. A final disposition of proposals that merit consideration, based on the Policy and Bylaws Committee review, will be published using available Club communication protocols, giving a minimum of one month’s notice for the purpose of allowing members to review and vote on the changes. 
    F. The manner of voting shall be decided by the Board at the time the notice of changes is publicized.  Proposals may be voted on by using electronic polling protocols or in-person at a publicized Club meeting. 
    G. Approval requires a majority vote by the membership present at an in-person meeting or a majority vote of those responding to the electronic polling.
Tennessee Valley Canoe Club

Bylaws

I.             MEMBERSHIP

A.  Membership in the Club is based on either one Individual or one Family (household) membership.  A Family is defined for the purposes of membership as all persons with direct family relationship and living at the same physical address.

B.  Any person qualified under Article III of the Constitution and is a member of the Primary Family member’s household, is eligible to become a member of the Club.  Additional family members must register through the TVCC online member portal process.  Up to 12 family members in a household can become members.

C.  Club membership will be based on a 12-month cycle which will begin on the date when the Club receives payment from the Individual or the primary Family member submitting the membership application.  Membership rights and benefits begin immediately upon receipt of payment and end the day after the 12-month period.

D. A One Time Guest (OTG) membership is available to persons desiring to join TVCC on a trial basis prior to committing to a full one-year membership plan.  OTG membership is free of charge and provides access to TVCC benefits for a consecutive 7-day period.  Not all events are open to OTG members (at the discretion of the event coordinator or President), for example, OTGs are not permitted to register for Paddle School, special training events (SWR or Rescue Rodeo) or special paddle clinics.  OTGs may register for any scheduled training trip, roll clinic, or regularly scheduled paddle trip.  OTGs are fully covered by TVCC liability insurance and should complete the Annual Liability Waiver if they attend a TVCC event.

E.  The President has the authority to grant individual memberships on a complimentary basis. Family memberships are not eligible for complimentary membership without Board approval.  

F.  Complimentary membership is granted to certain individuals and organizations that support TVCC or otherwise provide distinguished services to enhance Club programs (e.g., Outdoor Chattanooga and various sponsors). These complimentary memberships shall be approved by the Board.  Complimentary memberships will be reviewed annually to determine if they should be continued. 

G.  TVCC Board Members and their families are granted complimentary Family Membership for the duration of their term on the TVCC Board.
H.  The TVCC Board selects Lifetime Member Award recipients based on criteria established by the Board. The Board will review Lifetime Member candidates and present the award at a future Club event.  

II.            DUES

A.  The Board of Directors can recommend dues changes. The change in dues will be presented to the membership via electronic polling capabilities and provide for a minimum of a 14-day comment period.  Following the comment period, the Board will assess comments and other feedback and make a final decision on dues changes and effective dates.                   

B.  Dues will be based on a 12-month cycle which will start when the Club receives payment from the Individual or primary Family member requesting to join or renew their membership with the Club.

C.  If a member does not renew their membership within their 12-month membership period then their membership will expire the day after the 12-month period ends. They will be dropped from membership and all rights and benefits will end. If they renew their membership later, then the 12-month cycle will begin based on the new date that the payment is received.

D.  No cancellation or refund of dues may be made if a member resigns before the end of their 12-month membership period.

E.  Lifetime Members are exempt from payment of dues.  The Secretary shall maintain the list of Lifetime Members.

III.          DUTIES OF OFFICERS
A.  The President shall:
  1. Preside over all meetings at which he/she is present.
  2. Be the principal spokesperson for the Club regarding communications with external organizations.
  3. Exercise general supervision over the affairs and activities of the Club.
  4. Serve as member ex-officio of all committees except the Board nominating committee. 
  5. Be responsible for implementing the TVCC Policy for Crisis Communications and be the primary voice of the Club for any media response in the advent of a serious injury or accidental death which might trigger media queries. 
  6. Periodically write a column for the Club’s social media platforms.
B.  The Vice President shall:
  1. Provide leadership and management for the planning and execution of Paddle School. 
  2. Assume the duties of the President during his/her absence.
C.  The Assistant Vice President shall:
  1. Assist the Vice President with the organization, planning, and execution of Paddle School. 
D.  The Secretary shall:
  1. Keep minutes of all meetings of the Club which will be an accurate and official record of all business transacted. 
  2. Make the minutes available to the Club members by posting them to appropriate Club repositories and notifying members of location and access requirements.
  3. Collect and disseminate mail from the Club’s post office box to the appropriate Club Officer responsible for disposition of the item. 
  4. Be the custodian of all Club records and receive copies of all correspondence related to Club business including Waiver Reports and Trip Reports. 
  5. Conduct membership duties, to include contacting new members, maintaining accurate membership lists and directory data, review complimentary memberships annually and recommend to the Board any appropriate changes. At least twice annually, the Secretary will conduct an email campaign addressed to overdue and lapsed members to encourage them to continue their membership.
  6. Maintain a list of TVCC Lifetime Members.
  7. Conduct registration duties as necessary for various Club activities.
  8. Provide access to an electronic membership directory and a member handbook. These documents should be updated as required by the start of a new calendar year (January 1st). 
E.  The Treasurer shall:
  1. Collect, deposit, and disperse Club funds. 
  2. Invoice and collect member dues and will coordinate with the Secretary to maintain an accurate record of each member’s status in the Club. 
  3. Prepare the Club’s budget and present it to the Board for approval one month prior to the start of the fiscal year and facilitate adherence to said budget. 
  4. Maintain accurate financial records in accordance with Federal and State requirements and make them available for review at any time by the Board or any Club member upon request.  
  5. Publish a quarterly financial report for the Club’s social media platforms.
  6. Transact all business through Club-approved banks and financial services accounts.
  7. Inform the Club’s Board of current financial status by written report, at least monthly, and when requested, inform the Club of its financial strengths and weaknesses. 
  8. Manage the Club’s insurance program to include reviewing, submitting, and contracting for both Club liability insurance and storage unit insurance.
  9. File appropriate forms with the Federal Internal Revenue Service and the State of Tennessee Departments of Revenue and State at the appropriate times in the financial calendar. 
  10. Disburse funds and pay bills promptly or as directed by the Board. 
  11. In the absence of the Secretary, the Treasurer will record and publish minutes of any Board directed meeting. 
 F.  The Safety Officer shall:
  1. Be responsible for the planning of safety training activities such as Swiftwater Rescue, the Rescue Rodeo and any other activities deemed necessary. 
  2. Communicate safety policies of the Club to the membership at large and make recommendations about expenditures for safety, training, and equipment. 
  3. Periodically provide a column or articles for the Club’s social media platforms about safety issues important to paddlers.
  4. Maintain the Club medical trauma kit(s) used during principal scheduled training events (Paddle School, SWR, Rescue Rodeo, etc.).
G.  The Training Officer shall:
  1. Be responsible to Maintain, Track, and Update the “Special Use Permit for Outfitting and Guiding” issued by the US Dept of Agriculture/National Forest Service.
    a.  File for permit renewal based on its 10-year cycle.
    b.  Update and submit the TVCC 5-year operating plan IAW Appendix B of the permit.
    c.  Update and submit the TVCC annual plan to Forest Service for approval prior to Paddle School
    each year IAW Appendix B of the  permit.
  2. Be responsible for the administration of the TVCC scholarship program to include ACA Instructor Certification, Wilderness First Responder, and Wilderness First Aid training opportunities. 
  3. Establish the application process, criteria for candidates, and selection committee to review candidate submissions for the scholarship programs.
  4. Coordinate with the Treasurer to determine the optimum number of scholarships to be awarded each year as input to the budget development process.
  5. Establish a method to track certification dates and due dates for recertification for members with critical skills that support the Club training programs (kayak instructors, WFR/WFA, CPR/First Aid, etc.).
  6. Coordinate with appropriate agencies to identify training opportunities for members to include CPR/First Aid classes, specialized paddling clinics, and roll practice sessions. 
  7. Coordinate with the Safety Officer and Cruisemasters to ensure Trip Leaders are aware of and adhere to TVCC policy for Safety on Paddle Trips described in these Bylaws.
H.  The Communications Officer shall:
  1. In coordination with the President, be responsible for developing and implementing a communications strategy that is consistent with and promotes the Club mission and goals. 
  2. Supervise and support the development and publication of content on the Club’s official social media platforms. 
  3. Assist other Officers wishing to publish their content.
  4. Ensure all TVCC-published content is consistent with Club policies.  Content from public sources should align with the Club’s communication strategy to provide content of interest and deemed useful to members such as paddling safety, river information, promotion of upcoming events, requests for volunteers, etc. 
  5. Be the primary point of contact for the news media; responding to media questions and coordinating interviews with members as approved by Club leadership. 
  6. Provide guidance, support, and talking points to appropriate Board members in their interaction with the press.
I.  The Conservation Officer shall:
  1. Keep the members informed about projects or legislation affecting the natural environment of our local recreational and wild water systems.
  2. Coordinate conservation activities such as river cleanups and any other conservation activities deemed necessary. 
  3. Periodically provide a column or article(s) about conservation issues important to paddlers for release on the Club’s social media platforms.
J.  The Cruise Master’s shall:
  1. Be responsible for scheduling river and non-river activities, generally monthly.
  2. Communicate the ‘Safety on Paddle Trips’ policy and procedures found in the TVCC Operational Guidance Document to the scheduled trip leader.
  3. Ensure trip participants have reviewed and signed the Club waiver and submit a Trip Report to the Secretary following each scheduled trip.
K.  The Information Technology (IT) Officer shall:
  1. Be responsible for maintaining the operational capabilities of Club IT systems to ensure they are secured and updated according to generally accepted state of the art protocols.
  2. Organize and supervise the Club’s electronic social media platforms.
  • Maintain the Club’s website to include content management and member access.
  • Provide Admin support to Board members for use of Club IT systems, including password reset assistance.
L.  The Competition Officer shall:
  1. Be responsible for planning, organizing, and executing Club-sponsored competitive paddling events.
  2. Be responsible for organizing the After Party of a competitive event which benefits an organization chosen by the Board.
  3. Coordinate with the Safety Officer to ensure a safety plan specific to the event is developed and is briefed to all competitors and support personnel.
  4. Ensure any special Club resources used during the competitive event are accounted for following the event and returned to Club storage facility in a timely manner.
M.  Social Chair shall:
  1. Be responsible for organizing and executing the Club’s non-paddling social events as directed by the Board.
  2. Coordinate directly with the President, Vice President, and other officers to plan, organize, and execute key aspects of major TVCC events that require dining, food, refreshments, and entertainment.
  3. Responsible for coordinating with vendors to provide required catering services for TVCC social events.
N.  The Quartermaster shall:
  1. Is a non-voting board member of a permanent resources control committee appointed by the President that works with the Treasurer and Safety Officer in the performance of the role. 
  2. Be responsible for controlling and monitoring all Club-owned equipment and physical assets, to include the condition of the equipment, and security of all storage locations of Club assets on both permanent and temporary sites.  
  3. Be responsible to maintain an up-to-date inventory of all Club equipment and assets, including Make, Model, and Serial Number of all High Value assets (over $50 per item) and for ensuring that all Club assets are properly marked, as able, with Club identification. 
  4. Be responsible for establishing a security procedure for TVCC storage locations, key holders of any storage locations, and a log sheet of keys and equipment that are checked out permanently or temporarily for use by members. 
  5. Provide an Asset Inventory and High Value Inventory to the Treasurer at least semi-annually. 
  6. Inspect Club assets for any defects and especially defects in the Club’s safety and training equipment.  These checks can be done in conjunction with planned Club training events in direct coordination with the Safety Officer.  
  7. Be responsible for determining if an asset is repairable or should be removed from inventory.  In both cases the Quartermaster will coordinate with the Treasurer to facilitate repair or disposal.  
O.  The Board of Directors shall:
  1. Be empowered, upon majority agreement, to take immediate action as necessary to correct undesirable activity or conduct of Club members.
  2. Provide verbal or written reprimand, institute a probation period, restrict access to Club’s social media platforms, or cancel a person’s membership in the Club as a result of member’s undesirable behavior.  
P. The Executive Committee:
  1. May appoint an auditor to examine the records of the Treasurer and certify their correctness to the Board.
  2. May hold meetings independent of the full Board, as required, to discuss Club business that may be urgent, complex, or poorly defined so as to better understand the issues, conduct specific research, or otherwise better prepare the discussion for a future full Board meeting.
  3. May hold scheduled or impromptu meetings as requested by any member of the Executive Committee.
  4. Board members are encouraged to submit new proposals affecting their areas of responsibility to the Executive Committee for discussion and review prior to presentation to the full Board.  This will allow the Executive Committee to assess the full impact of the proposal regarding budget, intersection with other Club programs, and general schedule flow with other planned Club activity.
Q. Simultaneously Held Board Positions or Co-Held Board Positions:

1. Two people may co-hold the same Board position with the majority consent of the other Board
members. (Example: two people serving as Overnight Cruise Master).
2. One person may hold up to two Board Officer positions simultaneously.
   (Example: One person serving as both Treasurer and Flatwater Cruise Master).

IV.          COMMITTEES
A.  Board Nominating Committee shall:
  1. Be a permanent committee comprised of at least three members with new members assigned annually.
  2. Be appointed by the President by July 1st. 
  3. Prepare a list of qualified candidates for the open Officer positions by July 31st. 
  4. Provide the list of Officer candidates to the Secretary who shall, in conjunction with the IT Officer, prepare the electronic voting form and procedures. The Secretary will publish the voting form and instructions and provide them to all Club members no later than August 15th. with voting to close by August 31st.
B.  Policy and Bylaws Review Committee shall:
  1. Be a permanent committee comprised of at least three Board members, one of whom is the President.
  2. Be convened annually by the President by November 1.
  3. Conduct a review of all current TVCC policies and operational procedures to determine the need for modifications.
  4. Conduct a review of the Club Constitution and Bylaws.
  5. The committee will report their findings and recommendations to the full Board by March 31.
  6. This is a permanent committee with new members assigned annually.
C.  Resources Control Committee shall:
  1. Be a permanent standing committee of TVCC.
  2. Be chaired by the Quartermaster, whose roles and responsibilities are defined in these Bylaws paragraph III. N.
  3. Maintain and monitor Club physical assets and report to the Treasurer on a semi-annual basis of any changes in the asset inventory.
D.  Other Committees:
  1. May be established by the President.
  2. Each committee will be established as either a permanent or temporary committee.
  3. The description of a committee shall include the purpose, composition, and timeframe, and reporting requirements.
  4. New permanent committees should be included in a future amendment to the Club Bylaws, Section IV, Committees.
  5. Temporary committees should be documented in appropriate minutes of the meeting in which the creation of the committee was established.
V.           PARLIAMENTARY
A.  “Roberts Rules of Order Revised” shall be the parliamentary authority for this Club in all cases in which it is not inconsistent with these by-laws.
B.  Special Voting Situations:
  1. In the case of co-Officers for a single board position, only a single vote will be cast.
  2. In the case of one person holding two Board Officer positions, that person may cast two votes if duly elected to multiple both positions, one representing each Board position.  If appointed due to the unexpected departure of a Board member prior to the normal end of their term, they shall have only a single vote.
C.  Procedures for Voting Outside of a Board Meeting:
  1. A Board member may make a Motion via email to all Board members.
  2. Another Board member Seconds the motion via email.
  3. The President must “Accept” or “Defer” the Motion and Second as described in the associated email thread.  The President cannot reject the issue but may defer it to the next Board meeting. 
  4. If accepted, the President sets the time for debate and when the voting starts and stops, with all online email discussion being by use of approved and agreed upon email addresses for each Board member. 
  5. At the conclusion of the discussion and voting period, the President will tally the votes to determine if a quorum and a majority was achieved to affirm the motion.
  6. The President declares the result of the vote via email.  The motion, second, and vote result along with key discussion points are then recorded at the next Board meeting with all necessary details.
  7. The Secretary shall retain electronic copies of the online discussion for presentation to the Board meeting and any archival value for minutes documentation.
D.  Use of Electronic Voting and Polling for Members:
  1. The Board can exercise the Club’s IT capabilities to enable electronic voting and polling of members allowing for the engagement of a greater number of members to cast their votes than can attend in-person meetings.
  2. The use of electronic voting and polling requires Board approval, a defined set of motions or questions for the members, and a set period of time that the voting opportunity and/or comment period is open.   
VI.          AMENDMENTS

Amendments to the Bylaws were made October 1976, December 1980, January 1991, April 1996, November 2005, July 2006, October 2008, September 2010, December 2013, September 2016, September 2017, and September 2023.