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



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



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



(B)  Direct election.  The supreme governing
body is a board composed of persons elected by the members, either directly or
by their representatives in intermediate assemblies, and any other persons
prescribed in the society's laws.  A society may provide for election of the board
by mail.  Each term of a board member may not exceed four years.  Vacancies on
the board between elections may be filled in the manner prescribed by the
society's laws.  Those persons elected to the board shall constitute a majority
in number and not less than the number of votes required to amend the society's
laws.  A person filling the unexpired term of an elected board member shall be
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 by the board of directors;



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



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