                                 CODE OF VIRGINIA

REPRESENTATIVE FORM OF GOVERNMENT (§ 38.2-4102)

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. &#8212; 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&#8217;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&#8217;s laws. The assembly
shall be elected, meet at least once every four years, and 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&#8217;s laws.
			b. Direct election. &#8212; 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&#8217;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&#8217;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&#8217;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.

4. Each voting member shall have one vote; no vote may be cast by proxy.

HISTORY: Code 1950, §§ 38-256, 38.1-571; 1952, c. 317, § 38.1-638.3; 1968, c.
654; 1986, c. 562.