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Coop Proposes Changes For Election Procedures

By Alan S. Geismer jr.

The Harvard Cooperative Society will give its members a chance to vote on by-law revisions designed to democratize the Coop's election procedures. The Coop's directors will mail the proposed changes to all current members for approval next month.

The amendments include:

Giving students half of the stockholder and board of director posts;

Eliminating the annual membership meeting in favor of a general election by mail with proportional representation;

Permitting a member to run for the board of directors if he can muster a petion with 100 members' signatures.

15,000 Needed

If a majority of at least one quarter-about 15,000-of the Coop's members support the changes, a new election system will go into effect in mid-November. Coop president Milton P. Brown '40, Lincoln Filene Professor of Retailing, said yesterday.

Brown said the changes had been suggested after last year's annual October membership meeting when, for the first time, members made a serious attempt to defeat a slate of directors nominated by the Coop's stockholders. The bid to elect an alternate slate failed to draw the necessary quorum of five per cent of the 60,000 student and faculty members at Harvard, M. I. T. and the Episcopal Theological School to the meeting at Rindge Tech.

'Disturbed'

After the meeting Brown appointed a committee to study election procedures. We were disturbed not only that as small a group as 1.25 per cent of the Coop's 60,000 members could conceivably assume control of the company, but also that under the present 'winner-take-all' system over a thousand members had gotten no representation." Brown said.

The By-laws Revision Committee studied the problem for a year. Last Monday the Committee submitted its proposal to the stockholders, who approved it. Normally the stockholders ten men who nominally hold the Coop stock in trust-have the power to change the by-laws themselves, but any amendment which alters the relationship between management and the members must also be ap-proval by a favorable majority of at least 25 per cent of the members.

The Details

The following is a detailed outline of the proposed amendments:

Changing the make-up of the stockholders from ten officers or alumni to five students and five non-students(alumni, officers, and employees). The stockholders would continue to be self-replenishing. The non-student stockholders would continue to serve two-year terms and to select replacements when vacancies arise.

The five student stockholders would be composed of one Harvard undergraduate, two Harvard grad students, one M. I. T. undergraduate, and one M. I. T. grad student. They would serve for no set term, and would step down when they no longer held the same student status. The remaining students would fill the vacancies after consulting deans and student leaders.

A realignment of the Board of Directors to provide more student representation. The 23-man board now consists of nine students and 13 non-students. The new board would include 11 students and 11 non-students, with the general manager continuing as the twenty-third director in an essentially ex officio capacity.

New Mechanism

The stockholders will continue to make the initial nominations for the directors, but a mechanism for additional nominations will be provided. If the stockholders' nominations go uncontested, their slate would automatically take office. However, if a student wished to run for the board, he simply would have to collect the signatures of 100 members on a petition to have his name appear on the ballot.

Extending voting eligibility to all 60,000 members rather than to the 30,000 current student and officer members. Under the amendment students would vote solely for the eleven student slots and non-students for the other eleven. The student election could be contested while the non-student slate might not. For purposes of election students would be defined as any member presently enrolled as a degree candidate of the member institutions.

Instituting a system of proportional representation similar to that of the Cambridge City Council elections. If additional nominations were made by petition, ballots would be mailed to student and or non-student members, as the case required. Each voter would place numbers in front of the candidates in order of preference.

The net result would be that any candidate receiving more than one-twelfth of the total votes would be elected. In a contested election, a school would tend to be represented in proportion to the number of its students.

The by-laws would continue to include a small quorum requirement of five per cent in both the student and non-student categories in case of a contested election.

Allowing the officers of the Society to continue to function as an Executive Committee of the Board, but adding one student board member to that committee. He would be elected by the other student directors.

Apart from the voting process, the Coop directors have also taken the opportunity to revise the by-laws generally, something that has not been undertaken, except for minor amendments, since 1916. "In studying the by-laws the revision committee discovered a number of ambiguities, inconsistencies, and a few articles of questionable legality." Brown said.

Although the stockholders still have the power to make most of these amendments, they have decided to submit these changes to the vote of the membership, since the proposed electoral changes affect a number of these articles.

These amendments include:

The transfer of authority to determine the annual patronage refund from the stockholders to the directors, as required by law:

The deletion of the provision permitting 50 members to require a special meeting of the stockholders. Instead, any three of the ten stockholders would be given that power:

The rewording of the dissolution clause such that if the Coop ever had to dissolve, its assets would be distributed at the discretion of the board of directors, instead of merely reverting back to Harvard as originally worded.

Brown said last week that he and the other directors are "quite excited about these changes and hopeful that enough members will approve them."

Most of the elements of the new plan had been suggested last spring, Brown said, but the summer was used to work out the kinks and to check the legality. The Coop's general counsels, Louis Loss, William Nelson Cromwell Professor of Law, and William D. Andrews, professor of Law and the Boston firm of Peabody, Brown, Rowley, and Storey have managed to pull the changes into a coherent, workable, legal plan, Brown said.

"I've yet to see a perfect plan," said Brown, "but we think this one is workable and corrects most of the grievances raised last year. However, unless enough members approve those changes, we're going to be stuck right back with the old creaky by-laws."

Now that the stockholders have approved the changes, the directors have set up the following timetable for this year's Coop elections:

Oct. 1-stockholders meet, but instead of nominating a new board, they adjourn to Nov. 15.

Oct. 10-general mailing to all members explaining proposed changes and including a ballot with stamped, addressed envelope.

Nov. 7-ballots due back in Cambridge.

Nov. 17-if the amendments have been approved, the stockholders will make their nominations. Members will then have two weeks-until Dec. 1-to submit petitions.

Dec. 8-if there are any petitions submitted, ballots will be sent out.

Dec. 18-election deadline. All ballots due back in Cambridge.

Jan. 1?-new-board of directors takes office. If both elections are uncontested, the stockholders' slate will take office Dec. 1. Brown said in future years the timetable would probably be pushed back a month.

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