§432:2-106  Representative form ofgovernment.  A society has a representative form of government when:

(1)  It has a supreme governing body constituted inone of the following ways:

(A)  Assembly.  The supreme governing body isan assembly composed of delegates elected directly by the members or atintermediate assemblies or conventions of members or their representatives,together with other delegates as may be prescribed in the society's laws.  Asociety may provide for election of delegates by mail.  The elected delegatesshall constitute a majority in number and shall not have less than two-thirdsof the votes and not less than the number of votes required to amend thesociety's laws.  The assembly shall be elected, shall meet at least once everyfour years and shall elect a board of directors to conduct the business of thesociety between meetings of the assembly.  Vacancies on the board of directorsbetween elections may be filled in the manner prescribed by the society's laws.

(B)  Direct election.  The supreme governingbody is a board composed of persons elected by the members, either directly orby their representatives in intermediate assemblies, and any other personsprescribed in the society's laws.  A society may provide for election of the boardby mail.  Each term of a board member may not exceed four years.  Vacancies onthe board between elections may be filled in the manner prescribed by thesociety's laws.  Those persons elected to the board shall constitute a majorityin number and not less than the number of votes required to amend the society'slaws.  A person filling the unexpired term of an elected board member shall beconsidered to be an elected member.  The board shall meet at least quarterly toconduct the business of the society.

(2)  The officers of the society are elected either bythe supreme governing body or by the board of directors;

(3)  Only benefit members are eligible for election tothe supreme governing body, the board of directors or any intermediateassembly; and

(4)  Each voting member shall have one vote; no votemay be cast by proxy. [L 1987, c 347, pt of §2]