Mass. Gen. Laws ch. 176P § 3
A society shall be deemed to have a representative form of government when it provides in its constitution and by-laws for a supreme legislative or governing body, composed of representatives elected either by the members or by delegates elected directly or indirectly by the members, together with such other members as may be prescribed by its constitution and by-laws if the elective members shall have not less than two-thirds of the votes nor less than the number of votes required to amend its constitution and by-laws, and if (a) the meetings of the supreme governing body and the election of officers, representatives or delegates shall be held as often as once in four years and (b) a complete stenographic record of the proceedings of each such meeting, so far as it relates to matters within the jurisdiction of the commissioner of insurance, shall be filed in the home office of the society within 30 days after the adjournment of such meeting. The constitution and by-laws of any such society may provide that the board of directors appoints a regularly ordained clergyman to act as chaplain, spiritual director or other religious officer, and may also provide that such appointee may serve ex officio as a member of the board of directors. The members, officers, representatives or delegates of a society shall not vote by proxy.
Mass. Gen. Laws ch. 176P, § 3