When Will the Coop Ever Change?

Now. Part I

(The following is the first of a two part feature on the Coop's investigation of structural changes in the election procedures. Part II, a discussion of policy changes, will appear in tomorrow's CRIMSON.)

GETTING kicked in the ass can be a healthy experience. It keeps you on your toes. In the case of the Harvard Cooperative Society, that jolt came last fall in the nearly successful attempt to elect an alternate slate to the Coop's board of directors. Since October, the Coop management, while twisting its head around to see what all the kicking was about, has discovered that the back of its own neck needs a bath.

Such a critical self-examination of the Coop's rule not only as an efficient cooperative, run for the benefit of its members, but also as a store with a responsibility to a larger community might have come about anyway. Yet the catalysis of the alternate slate's drive last October has speeded up and expanded the process. The alternate slate's challenge has become the Coop's.

Although the bid for a "Coop Coup" fell short because it failed to draw a quorum of current Coop members to the annual meeting on October 23, the fact that a thousand members turned out to vote has had a positive effect on the directors. Milton P. Brown '40, Lincoln Filene Professor of Retailing and current Coop president, sees a definite cause-and-effect relationship between the "yeasting" the took place last fall and the new awareness of the board.

"Regardless of what the motives were, if a thousand people show up about anything, I think it's significant. It's been a needle to spur us on to take a look at ourselves from the inside out," Brown said. "We're in the midst of that process right now. I can't really say how long it will take. We ought to take all the time we need to look at the whole structure of the Coop, but there is not reason for us to drag our feet. In fact, if we had wanted to change by-laws to prevent another situation like last fall, we could have pushed that through right away."

THE COOP board of directors has set up two committees to look in the issues raised last fall. The By-Laws Committee is making a careful study of the total structure of the Coop as defined by its own by-laws, while the Community and Operations Committee is studying the Coop's performance both as a store and as a member of the Cambridge and Boston communities.

What the By-Laws Committee wants to find out is how the directors get to run the organization. Until last fall nobody paid much attention to the Coop's election policies. Two years ago nine members came to the meeting. Every year the ten Stockholders, who like the Harvard Corporation, are self-replenishing, nominated a 23-man slate, which included nine undergraduate and graduate students from Harvard, Radcliffe, and M.I.T. These student were usually recommenced by their respective deans. Because a quorum was never present at the annual participating members meeting in October the Stockholders' slate automatically took office.

With the rebirth of interest in the Coop's elections, the By-Laws Committee is re-evaluating the whole election procedure. According to Brown, committee chairman, three aspects of the process are under careful scrutiny: who gets to vote, how that voting takes place, and for whom the members vote. The answers to these questions pretty much cover the guts of the by-laws. "The by-laws are not an operating manual for the Coop. They basically deal with who gets to run the Coop and how do they get there," Brown said.

IN THE wake of the last annual meeting, the whole issue of who votes has stirred a good deal of controversy. The current by-law provisions seem reasonably straightforward in this respect. To have a quorum at the annual meeting five per cent of the current membership of students and faculty off Harvard, M.I.T., and the Episcopal Theological School must be present. The quorum-count does not include employee or alumni members, who comprise the other half of the Coop's nearly 50,000 total membership. If a quorum is present, a simple majority can elect a slate. Thus, one and one quarter per cent of the total membership can elect a board of directors, whose policy decisions will affect the entire membership. Brown has said he knows of no other corporation where such small percentage of the members can dictate to the majority. In fact, several years ago the stockholders made it even easier to achieve a quorum by reducing the fraction from ten per cent to five.

No voting took place at all last fall. According to Coop records at the time, a quorum would have consisted of 1435 members, while only 1001 were in attendance at Cambridge High and Latin. Brown, therefore, declared the election of the stockholders' slate. No quorum, no meeting. At this point, however, a number of people raised some serious and embarrassing questions about the Coop's method of calculating a quorum. For instance, one student pointed out that the Coop listed 2008 Law School members, while, in fact, there are only 1699 enrolled in the entire Law School. Brown, at the time, admitted that there might have been a few mistakes, but maintained that they would not affect the conclusion that a quorum had not attended the meeting. He promised to make sure that the Coop's records receive a careful checking.

Five months later, in mid-March, Brown reported to the directors that the membership analysis was complete and that, indeed, there had not been a quorum present October 23. By checking the membership lists against the Harvard, M.I.T., and Episcopal Theological School directories, the Coop ascertained that on October 23 there were 25,252 voting members out of a total membership of 50,299. Five per cent of this number would have been 1263. The alternate slate, therefore, fell 262 short of a quorum.

GETTING THE membership lists into shape turned out to be a major project. "Clearly the lists were full of mistakes," Brown admits. "Since there had never been a real challenge to the stockholders' slate, a certain laxness in this area of record-keeping had developed. Most of these mistakes were of no consequence to anyone for 86 years. All of a sudden last fall we had to have accurate records and it was just too late. It was not until the first of the year when the various schools published up-to-date and complete alumni directories that we were able to correct our lists."

After a spot check of 300 names in the Law School category revealed alumni, M.I.T. grad students, and Business School students included, the board of directors ordered a careful check of every name on the voting list. The Coop personnel who carried out this tedious task made sure not to include anyone as a voting member unless his identity and eligibility were verified. In the process they discovered many duplicate listings. Of the more than 28,000 names checked, 21,029 appeared in the directories.

At this point the directors requested a review of the entire Coop membership. This final check produced another 4223 eligible voting members since many alumni were also faculty and officers, while many graduate students were both alumni and students. Brown sees two reasons for these mistakes. First, some older alumni like their low Coop Card numbers, just as some people get a kick out of low license-plate numbers. These alumni purposely register in the wrong categories in order to keep their numbers.

Second, the new, uniform membership application used at all four stores for the first time this year did not adequately identify the various classifications. Many applicants inadvertantly checked the wrong box. Since these mistakes in no way affected billing, they were not discovered until the complete check. "As part of its total review of the election process, the By-Laws Committee is looking into ways of assuring accurate, up-to-date membership lists," Brown promises.

ANOTHER major aspect of the whole who-gets-to-vote-and-how problem concerns the fairness of not allowing almost half the membership to vote. For this reason the committee is considering alternate election procedures. Not only do they want to make it simpler, but they also want to make it fairer. Because the committee is still in the process of weighing different possibilities, Brown is reluctant to say what changes are likely to come about. "I can't believe we won't recommend at least some changes, but I don't know yet what those will be. We're taking a look at the whole election business to see if we're doing it effectively. I'm sure we will propose to the stockholders some changes in the by-laws," Brown said.

To make the voting easier and fairer the committee is clearly investigating the possibility of having proxy voting, which would eliminate the need to attend the annual meeting to vote. Coop members would receive a ballot by mail with the stockholders' slate and any other slate which had gathered 25 signatures. Voting eligibility might expand to include all current Coop members. Although this plan would make the voting more indicative of the entire Coop membership, it would diminish the chance of electnig an alternate slate. After the last annual meeting, Louis Loss, William Nelson Cromwell Professor of Law and Coop vice-president and general counsel, admitted that proxy voting actually helps entrenched management. Stockholders generally tend to re-elect successful management.

The committee is also considering the possibility of dropping the slate system. If an individual member got enough signatures, he could run for one of the slots without a complete or partial slate. Another system under discussion would be comparable to the Cambridge City Council voting, where one's first choice gets seven votes, second choice six, and so froth. This method almost guarantees minority group representation. When the By-Laws Committee makes its suggestions to the stockholders and other directors, it will not be doubt propose some combination of the different plans to improve the voting method.

MAKING the Board of Directors more reflective of the membership deeply concerns the By-Laws Committeee. The question of who gets elected in many ways embodies the other questions. Brown said, "We're trying to figure out a way to make our directors more representative of the entire membership. Let me put it this way, the fact that a thousand people showed up at the last meeting indicates that there is a strong interest on their part. There ought to be some representation of group as large as that, even if they are a minority in terms of the total membership. I'm worried that a thousand people showed up and got nothing for it. So we're trying to take a look at the total make-up of the Coop's directors and how they get there so that we can do a more representative job."

The method of electing the student directors is likely to become more democratic. Under the current by laws, the nine student directors include two from the graduate schools of Harvard, one from the graduate schools of M.I.T., three Harvard undergraduates, one. Radcliffe student, and two M.I.T. undergraduates. Traditionally the stockholders have nominated these students on the recommendations of their deans. While not particularly democratic, this system had produced, Brown believes, interested and responsible directors.

Since last year, the students directors themselves have been advocating that the methods of their selection could be made more representative. Instead of running as part of the stockholders' nominations, student candidates could run in a separate election. In this way any students interested in running for a seat on the board of directors would have a fair chance. To insure a certain continuity, the directors could devise a system of staggered elections and two-year terms.

HOWEVER, before it can advocate such a change they By-Laws Committee must devise a means of deciding who votes for whom. If the object is to make the board more representative, should Harvard undergraduates vote only for their three representatives or should they also vote for the Radcliffe, M.I.T., and graduate candidates? Moreover, what fraction of the total vote should determine an 'election? If after the first few years the numbers of members actually interested enough to vote dwindles, as had happened at the Yale Co-op, will the method any longer be representative? The By-Laws Committee must weight quality against equality.

The solutions to the Coop's voting procedure are far from obvious. In response to the sudden interest last fall, the board of directors is trying to take a long, careful look at its own structure. Brown points out that changing the by-laws is not as simple as it seems; "The by-laws are put together very tightly. If you start to tamper with any part, they all begin to come apart. By analyzing the whole corporate structure, hopefully by summer we will be able to come up with a more satisfactory method of getting a representative and responsible board of directors for the Coop.