20-863. Representative form of government

A society has a representative form of government if:

1. It has a supreme governing body constituted in one of the following ways:

(a) The supreme governing body is an assembly that is composed of delegates who are elected directly by the members or at intermediate assemblies or conventions of members or their representatives, together with other delegates that may be prescribed by the society's laws. A society may provide for the election of delegates by mail. The elected delegates shall constitute a majority in number and shall have not less than two-thirds of the votes and not less than the number of votes that is required to amend the society's laws. The assembly shall be elected and shall meet at least once every four years. The assembly shall elect a board of directors to conduct the business of the society between meetings of the assembly. Vacancies on the board of directors that occur between elections may be filled in the manner prescribed by the society's laws.

(b) The supreme governing body is a board that is composed of persons who are elected directly by the members or their representatives in intermediate assemblies, together with any other person that may be prescribed by the society's laws. A society may provide for the election of board members by mail. Board members shall serve not more than one four year term. Vacancies that occur on the board between elections may be filled in the manner prescribed by the society's laws. Time served by a new board member while filling a vacancy for the first time shall not count toward the one term limitation. The persons elected to the board shall constitute a majority in number and shall have not less than the number of votes required to amend the society's laws. A person who fills the unexpired term of an elected board member is considered to be an elected member. The board shall meet at least quarterly to conduct the business of the society.

2. The officers of the society are elected either by the supreme governing body or the board of directors.

3. Only benefit members are eligible for election to the supreme governing body and the board of directors.

4. Each voting member has one vote, and no vote may be cast by proxy.