512B.5  Representative form of government.
  A society has a representative form of government if all of the following apply:
  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 prescribed in the society’s laws. A society may provide for election of delegates by mail. The elected delegates must constitute a majority of the delegates in number and have not less than two-thirds of the votes and not less than the number of votes required to amend the society’s laws. The assembly must be elected and meet at least once every four years and must 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. The board of directors may appoint the officers of the society if authorized to do so by the articles or bylaws of the society. A board of directors elected by an assembly shall have such powers authorized the board by the articles or bylaws of the society, and may or may not be a supreme governing body as described in paragraph “b”, depending upon the powers authorized by the articles or bylaws.
  b.  Direct election. The supreme governing body is a board of directors 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 must not exceed four years. Vacancies on the board between elections may be filled in the manner prescribed by the society’s laws. The elected board members must constitute a majority of the board members in number and have 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 must meet at least quarterly to conduct the business of the society.
  2.  The officers of the society are elected by the supreme governing body or board of directors.
  3.  Only benefit members are eligible for election to the supreme governing body, board of directors, or any intermediate assembly.
  4.  Each voting member has one vote.
  5.  A voting member is not entitled to cast a vote by proxy.
90 Acts, ch 1148, §5