38.2-4102 - Representative form of government.
§ 38.2-4102. 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 ofdelegates elected directly by the members or at intermediate assemblies orconventions of members or their representatives, together with otherdelegates as may be prescribed in the society's laws. A society may providefor election of delegates by mail. The elected delegates shall constitute amajority in number and shall not have less than two-thirds of the votes andnot less than the number of votes required to amend the society's laws. Theassembly shall be elected, meet at least once every four years, and elect aboard of directors to conduct the business of the society between meetings ofthe assembly. Vacancies on the board of directors between elections may befilled in the manner prescribed by the society's laws.
b. Direct election. - The supreme governing body is a board composed ofpersons elected by the members, either directly or by their representativesin intermediate assemblies, and any other persons prescribed in the society'slaws.
A society may provide for election of the board by mail. Each term of a boardmember may not exceed four years. Vacancies on the board between electionsmay be filled in the manner prescribed by the society's laws. Those personselected to the board shall constitute a majority in number and not less thanthe number of votes required to amend the society's laws. A person fillingthe unexpired term of an elected board member shall be considered to be anelected member. The board shall meet at least quarterly to conduct thebusiness of the society.
2. The officers of the society are elected either by the supreme governingbody or by the board of directors.
3. Only benefit members are eligible for election to the supreme governingbody, the board of directors or any intermediate assembly.
4. Each voting member shall have one vote; no vote may be cast by proxy.
(Code 1950, §§ 38-256, 38.1-571; 1952, c. 317, § 38.1-638.3; 1968, c. 654;1986, c. 562.)