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.