31A-9-403. Representative form of government.
(1) A fraternal shall have a supreme governing body consisting either of:
(a) A board of directors is the supreme governing body of a fraternal. It consists of some
directors elected directly by the members or by their representatives in intermediate assemblies
under Subsection (2), and other directors prescribed in the fraternal's laws. A majority of the
board shall be elected directors, having a sufficient number of votes to amend the articles or
bylaws of the fraternal which can be amended without the consent of the members. The board
shall meet at least quarterly to conduct the business of the fraternal. The elected directors shall be
elected on a plan that ensures approximately equal weight to each fraternal member's vote.
Voting may be by mail.
(b) Delegates elected directly by the members or at intermediate assemblies or
conventions of members or their representatives, together with other delegates prescribed in the
fraternal's laws form an assembly that is a supreme governing body of a fraternal. A majority of
the assembly shall be elected delegates, having at least two-thirds of the votes and with a
sufficient number of votes to amend the articles or bylaws that can be amended without consent
of the members. The assembly, whatever designated, shall meet at least once every four years
and shall elect a board of directors to conduct the business of the fraternal between meetings of
the assembly. The delegates making up the supreme governing body shall be elected on a plan
that ensures approximately equal weight to each fraternal member's vote.
(2) The laws of a fraternal may provide that:
(a) delegates to intermediate assemblies may represent geographical districts or lodges; or
(b) delegates may represent the members in defined classes determined on a reasonable
basis; and
(c) the vote of a representative to an intermediate assembly is treated as the vote of the
members represented.
(3) No votes may be cast by proxy.
Amended by Chapter 20, 1995 General Session
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Last revised: Thursday, May 28, 2009