ALPA fragmentation and merger policy

[Ben Franklin]

ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
(5) Any pilot who is a merger representative in an announced merger shall be disqualified from selection as a member of any Arbitration Board.
(6) On or about January 1 of each year, the Vice President-Administration/Secretary shall cause to be sent to each member of ALPA's Master List of Pilot Board Members an inquiry as to current willingness and/or ability to serve as a Pilot Board Member should the individual be selected for such service by merger representatives involved in a merger dispute. At the same time, the Vice President-Administration/Secretary shall forward the current Master List of Pilot Board Members, as well as the roster of currently approved nominees for service, to all MEC Chairmen seeking their revalidation of current Master List members and nominees and soliciting new nominees for Master List service.
(a) It is recommended that MEC Chairmen consider members who are aware they are under consideration for this position, express willingness to serve and have experience with negotiations, mediation, arbitration and/or seniority list integration.
(7) A report shall be made at a regular meeting of the Executive Council following such mailing outlining the results of the inquiries, following which the roster of nominees shall be brought up to date and any necessary appointments to the Master List made. Absent any response, current Pilot Board Members and nominees shall be considered revalidated.
(8) The Vice President-Administration/Secretary shall provide ALPA members serving on the Master List of Pilot Board Members with an orientation and training program.
e. Opinion and Award
(1) The Opinion and Award of the Arbitration Board shall be made and written in executive session and shall bear the signature of the three Arbitrators, unless the Arbitration Board is constituted under subsection c2(a) above in which case it shall bear the signature of the single Arbitrator (Chairman of the Arbitration Board). Such Opinion and Award shall be issued simultaneously and within fifty (50) days following the convening of said Arbitration Board unless extensions are agreed to by all parties to the proceeding, including the President. Participation in executive sessions shall be limited to Arbitration Board members only and the Arbitrators (or single Arbitrator of an Arbitration Board constituted under subsection c2(a) above) shall decide all issues.
(2) The Award of the Arbitration Board shall be final and binding on all parties to the arbitration and shall be defended by ALPA. The Award shall include any agreements reached at the mediation step. The Arbitration Board will include in its Award a provision retaining jurisdiction until all the provisions of the Award have been satisfied for the limited purpose of resolving disputes which may arise between the pilot groups with regard to the meaning or interpretation of the Award.

 

[Ben Franklin]

7.
D. 1.
2.
Seniority Integration Timeline
Multiple Autonomous Operations (a) It is the intent of this policy that in every case the process will continue until a merger
of the MECs takes place, subject to extensions granted in accordance with this policy.
(b) In mergers where the carriers continue to operate as completely separate and independent entities, and where the employment interests of each pilot group are clearly distinguishable from those of the other pilot group or groups, and where there is reasonable certainty that the employment interests of one or more pilot group or groups are not jeopardized by doing so, the President may, with the unanimous consent of the MEC Chairmen involved, temporarily suspend the timetable.
(c) In the event any involved MEC Chairman or the President determines that the carriers are not in fact being operated as provided in subsection 2 above, and that as a consequence the employment interests of one or more pilot group or groups may be adversely impacted, the President will reinstitute the merger policy timetable.
IMPLEMENTATION OF INTEGRATED SEN IORITY LIST
The integrated seniority list, together with applicable conditions and restrictions, will be presented to management and ALPA will use all reasonable means at its disposal to compel the company to accept and implement the integrated seniority list, together with applicable conditions and restrictions.
The merger representatives shall remain in office, in the case of a negotiated or mediated agreement, until the provisions of that agreement have been satisfied, or in the case of arbitration, until the Arbitration Board relinquishes jurisdiction.
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ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
3. Should a merger representative become unable or unwilling to continue in office once the merged MEC officers have been elected, the remaining merger representative will select his replacement from his respective pilot group. Such replacement shall have all the duties, responsibilities, and authority of his predecessor.
4. The merger representatives shall be empowered to resolve any and all disputes arising from the interpretations or implementation of either a negotiated/mediated agreement or arbitration award. The disputes shall be resolved by a majority vote of the merger representatives except where a pilot's actual position on the seniority list is concerned, in which case a unanimous vote will be required. All decisions reached by the merger representatives shall be final and binding and not subject to appeal. The decisions of the merger representatives shall be the position of ALPA with management.
5. When disputes arising under a negotiated or mediated agreement cannot be resolved by the merger representatives, such disputes shall be submitted to an arbitrator. The President shall, within thirty (30) days of notification of the existence of a dispute, provide the merger representatives a list of seven (7) arbitrators approved by ALPA from which the respective merger representatives will select an arbitrator by the alternate striking method.
6. When disputes arising under an arbitration award cannot be resolved by the merger representatives, such disputes shall be remanded to the Arbitration Board for resolution.
7. The arbitration award issued after proceedings under Part 3C 5 above shall be the position of ALPA with management.
8. The pre-merger MECs may by agreement, with approval of the President, establish a dispute resolution process for the resolution of disputes arising from interpretation or implementation of a negotiated/mediated agreement or arbitration award, which may include a Dispute Resolution Committee (DRC) and designated DRC members.
9. In the event that the two DRC members from either of the pre-merger pilot groups or all DRC members believe at some time in the future that the merged MEC is not providing them with flight pay loss and expenses, authorized releases or use of resources to adequately and properly perform their legitimate functions, and they have brought the matter to the attention of the merged MEC without receiving satisfaction, they shall then have access to the ALPA Executive Council and an opportunity to be heard in order to request that the Executive Council act accordingly under the circumstances.
10. Communications
a. After the merged MEC has been established under ALPA Merger Policy, merger representatives and DRC members representing the interests of pre-merger pilot groups shall not meet or confer with management concerning administration of the integrated seniority list and related conditions and restrictions unless each pre-merger pilot group is represented in any such meeting or conference. If reasonable notice of time, place and subject matter has been provided by the party requesting such meeting or conference and one party fails to attend without cause, a meeting or conference may proceed in the absence of that party.
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[Ben Franklin]

ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
b. A written summary of the substance of any communication occurring at any such meeting or conference with management shall be simultaneously copied to the merger representatives of the other pre-merger pilot group(s) and the MEC Chairman.
c. This subsection shall be applicable to mergers in process, mergers that have been completed and to future mergers.
E. MERGER OF LOCAL COUNCILS AND MECS
1. When a duplication of Local Councils exists at a domicile as the result of a merger, a single Local Council shall be established. The Vice President-Administration/Secretary shall conduct Local Council Officer elections for the combined Local Council within thirty (30) days after conclusion of the JCBA or the initial implementation of the integrated seniority list, whichever occurs later. Said elections shall be conducted as provided in Article III, Sections 7 and 8, of the Constitution and By-Laws, as implemented by this policy. Pending completion of said elections, the Vice President- Administration/Secretary shall call a meeting of each combined Local Council for the purpose of electing Interim Status Representatives and Temporary Council Officers. The Vice President-Administration/ Secretary shall, in his discretion, decide the time and place for the meeting and whether to call such combined Local Council meeting prior to the meeting for nominations or to hold Interim Status Representative and Temporary Council Officer elections at the meeting called for nominations. The Vice President-Administration/Secretary, or his designee, shall chair such meeting until a Temporary Chairman has been elected.
a. When nominating ballots are distributed, members of both pre-merger Local Councils will be advised of their right to nominate from among the pilots of the combined Local Council and all nominating ballots shall be returned to the Vice President- Administration/Secretary at the Home Office. The Vice President-Administration/ Secretary will arrange for their security and for their being brought to the combined Local Council meeting for certification. The successful nominees will be certified at such meeting for placement on an election ballot for distribution to all members of the combined Local Council under the provisions of Article III, Section 8 of the Constitution and By-Laws.
2. After any Local Council Interim Status Representative elections required by subsection E1 above and within forty-five (45) days following the conclusion of the JCBA or the initial implementation of the integrated seniority list, whichever occurs later, the President shall call an MEC meeting of the merged MEC for the purpose of electing MEC officers. Notwithstanding this requirement, MECs of merging airlines may, by agreement, request that the President call the MEC meeting of the merged MEC or the President in his discretion may call such meeting for the purpose of electing new MEC Officers prior to the consolidation of Local Councils as required above.
a. The merged MEC will begin functioning as the single MEC for the merged pilot group at the commencement of the foregoing meeting.
b. The President or his designee shall conduct such meeting and election. Subject to an agreement under subsection 2c below, the President shall establish procedures for such meeting and election.
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ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
F.
c. As required by Part 2C 3 above, the involved MECs are required to make an effort to negotiate and enter into an agreement to establish terms for merger of the MECs. Issues to be addressed by the MECs should include procedures for nomination and election of MEC officers, an initial MEC Policy Manual, the MEC committee structure, a transition plan for MEC finances and a Local Council membership affiliation policy. The President may call meetings of the involved MEC Chairmen with the President or his designee for the purpose of initiating such negotiations and facilitating an agreement. Any such agreement between the involved MECs shall be subject to approval by the President.
FUNDING AND PAYMEN T OF MERGER -RELATED EXPENSES
1. Flight pay loss, expenses and direct support are chargeable to the MEC account. A group of pilots who are being transferred under Carrier Fragmentation Policy will be treated in the same manner after identification of the number and identity of the transferring pilots and commencement of the seniority integration time table, under a budget to be approved by the Executive Council and subject to a merger assessment for spending overages.
2. All spending of any MEC involved in a merger will be reported to the Executive Council, which will determine those expenses required to be paid with merger assessment monies.
3. An MEC may at any time levy an assessment(s) and maintain a Merger Assessment Fund. Any such assessment shall be levied and administered in accordance with applicable provisions of the ALPA Constitution and By-Laws, ALPA Policy, including this Merger Policy and ALPA Accounting and Finance Policy, ALPA Administrative Manual, Section 60,andapplicableMECpolicies. Moniesderivedfromanassessmentmustberecordedina manner showing the amount paid by each pilot.
4. The payment of legal and consulting fees in a merger between an ALPA airline and a non- ALPA airline are a proper expense of the pilots involved in the merger and shall be charged either to the MEC account or paid through an assessment of the pilot group, as provided in subsections 1, 2 and 3 above.
5. ALPA shall not, under any circumstances, pay any legal and consulting fees incurred by pilot groups involved in merger activity between any two ALPA represented carriers. This policy also applies to any legal and consulting fees incurred to resolve a dispute between pre-merger pilot groups over interpretation or application of the terms of an existing seniority integration agreement.
a. STATEMENT OF INTENT: It is the intent that no ALPA pilot group should approach a merger without proper representation. Further, in an ALPA airline to ALPA airline merger, ALPA Merger Policy provides a vehicle for proper pilot representation. It is of particular concern that there is the potential that a smaller or less financially able ALPA pilot groups could face a merger with a non-ALPA carrier without sufficient means to provide adequate representation for its membership. As provided by ALPA Finance Policy, nothing in this policy restricts the MEC Chairman of such a pilot group from petitioning the President for supplemental funding to allow proper representation throughout the merger process.
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[Ben Franklin]

ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
G.
6. The use of a Merger Assessment Fund or Merger Dispute Fund for communications by merger representatives with their constituents, regarding matters within the scope of the merger representatives' responsibilities, is appropriate and authorized.
7. Prior to merger of the MECs involved in a merger, each MEC shall consider the need for levying a standing assessment to provide for post-merger legal fees and expenses in connection with resolution of disputes which may arise from interpretation or implementation of a negotiated/mediated agreement or arbitration award, with knowledge that the post-merger MEC will not have authority to levy such an assessment.
DISPOSITION OF MERGER ASSESSMENT FUNDS
1. If an MEC establishes a Merger Assessment Fund and, without consummating a merger, subsequently elects to liquidate the Fund, in whole or in part, the Fund will be reviewed by independent auditors under the direction of the Vice President-Finance/Treasurer and distributed as provided in this section. At the discretion of the Vice President- Finance/Treasurer, additional review procedures may be performed.
2. A review of each Merger Assessment Fund shall be conducted within sixty (60) days after the conclusion of the JCBA or the initial implementation of the integrated seniority list, whichever occurs later. This review is to be conducted by the Office of the Vice President- Finance/Treasurer, and at the discretion of the Vice President -Finance/Treasurer, additional review procedures may be performed. The results of the review shall be reported to the Executive Council and the merged MEC.
3. Except as provided in Part 4, Carrier Fragmentation Policy, monies remaining in the Merger Assessment Fund shall be transferred within ten (10) working days of the completion of the review, to the custody of the Vice President-Finance/Treasurer. Such Fund shall subsequently be known as the Merger Dispute Fund.
4. Merger Dispute Fund Trustees
a. Each pre-merger MEC shall elect two Merger Dispute Fund trustees who will jointly authorize expenditures from that Fund. It is recommended that the trustees not be merger representatives. Should a trustee, once elected, become unable or unwilling to continue in that position once the merged MEC officers have been elected, the remaining trustee will select a replacement from his pre-merger pilot group.
b. Should both trustees, once elected, become unable or unwilling to continue in that position once the merged MEC officers have been elected, the merger representatives will select two replacements from their pre-merger pilot group.
5. The Vice President-Finance/Treasurer will maintain custody of the Merger Dispute Fund for the effective period of the conditions and restrictions contained in the final merger document, except that the Fund may be terminated earlier by the mutual agreement of the majority of the respective merger representatives with the approval of the Vice President- Finance/Treasurer. The Vice President-Finance/Treasurer, upon the termination of the effective period of conditions and restrictions contained in the final merger document, shall contact the Merger Dispute Fund trustees and start the refund process.
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ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
A.
B.
C.
6. Upon termination of the Merger Assessment Fund or Merger Dispute Fund, distribution will be on a pro-rata basis to those pilots who contributed to the Fund unless the balance in the Fund (after paying expenses attributable to the Fund, including distribution expenses) drops below $50.00 U.S. or Canadian currency per covered pilot. In the event the pro-rata pilot share of the Fund drops below $50.00 U.S. or Canadian currency, the monies may, at the discretion of the Merger Dispute Fund trustees, be transferred to ALPA for the account ofthesuccessormergedMEC. If,afterthepro-ratadistributionhasbeenmade,anymonies remain undistributed for any reason the Vice President-Finance/Treasurer will review the reasons and determine how long the monies should be held before they are turned over to the account of the successor merged MEC.
PART 4 – CARRIER FRAGMENTATION POLICY INTERPRETATION OF CARRIER FRAGMENTATION POLICY
Issues as to interpretation of Carrier Fragmentation Policy shall be determined by the Executive Council.
APPLICATION OF CARRIER FRAGMENTATION POLICY
Fragmentation policy shall apply if an acquiring ALPA carrier declares an intent to acquire assets of another ALPA carrier, and the acquiring carrier agrees to employ any of the other carrier’s pilots in conjunction with the assets it acquires and to integrate transferring pilots in accordance with ALPA Merger Policy or an otherwise mutually satisfactory substitute process. In the event a carrier does not intend to employ and integrate transferring pilots in accordance with ALPA Merger Policy, or an otherwise mutually satisfactory substitute process, the President shall urge the acquiring carrier to do so.
IDENTIFICATION OF PILOTS TO BE TRANSFERRED
Provided that Part 4B above is satisfied, absent a definitive determination by the carriers concerned of how many and which pilots will transfer, questions of number and identity, of the pilots to be involved in said move shall be determined by the merger representatives using negotiation, mediation, and arbitration if necessary, in accordance with the procedures in Part 3 above, or modifications thereof approved by the Executive Council, subject to negotiation and agreement with management.
D. INTEGRATION TIMETABLE
The seniority integration process timetable shall be suspended until the carrier(s) have agreed to the number and identity of transferring pilots. The seniority integration process shall then commence using the timetables and negotiation, mediation and arbitration procedures delineated in Part 3C or other procedures approved by the Executive Council, subject to negotiation and agreement with management. For purposes of the seniority integration process, it is recommended that the merger representatives be selected from among the transferring pilots.
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[Ben Franklin]

ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
E. ASSESSMENT
The Executive Board interprets Article IX, Section 7C, of the Constitution and By-Laws to affirm the assessment, on a nondiscriminatory basis, of only the affected pilots who are being transferred from the airline of the assessing MEC.
F. DISPOSITION OF MERGER ASSESSMENT FUND
Monies in the Merger Assessment Fund of the MEC on the airline which transfers assets shall not be subject to Part 3F above except for those monies assessed from and for the benefit of the transferring pilots. Monies remaining in any separate Merger Assessment Fund assessed from and for the benefit of the transferring pilots shall be subject to Part 3F above except that the merger repr esentatives shall designate the Merger Dispute Fund Trustees.
PART 5 – REQUESTS TO ALPA FOR DATA AND INFORMATION A. DATA CATEGORIES
Requests to ALPA from authorized pilot representatives, whether subject to Part 2B 2 or 2B 3 above, for data and information will be governed by the following policies:
1. General Report Data - Data and reports already produced and generally disseminated within ALPA, both in hard copy and electronic format, will be made available. Included in this type of information is the Economic Library on the ALPA website. This Library contains all ALPA contracts and selected non-ALPA contracts as well as comparisons of various contract provisions. Any reports that have been generally disseminated within ALPA such as industry updates will also be made available.
2. Exchange Data - Proprietary ALPA information relating to a particular pilot group will be made available only with written approval by the MEC Chairmen for all involved airlines. Such approval is required before any of this data can be disseminated. Authorized representatives of all involved pilot groups will receive a full set of any such data.
3. Shared Data When Mutually Requested - Information jointly requested on behalf of the involved pilot groups by written request from the involved MEC Chairmen, or their designees, if available, will be produced and distributed to the designated parties.
4. Shared Data When NOT Mutually Requested - Information, including that from public sources, such as DOT Form 41 data or SEC filings, requested on behalf of one involved pilot group but not by the other involved pilot group(s) when furnished, will be provided to the authorized representatives of all involved pilot groups.
5. Exclusive Use Data – Information provided to ALPA staff under confidentiality agreements with an airline management, including financial results, business plans, financial projections, business strategies and analyses, and any analyses prepared by ALPA staff using this confidential data, which is requested on behalf of one involved pilot group for its own exclusive use will not be provided by ALPA.
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ADMINISTRATIVE MANUAL SECTION 45 – MERGER AND FRAGMENTATION POLICY 4/30/09
INDEX
Actions Taken Upon Determination of Merger ............................................................................7 Application of Carrier Fragmentation Policy...............................................................................24 Assessment ................................................................................................................................25 Communications Upon Knowledge of Probable Transaction and Merger .....................................7 Data Categories..........................................................................................................................25 Disposition of Merger Assessment Fund.....................................................................................25 Exchange Data ...........................................................................................................................25 Exclusive Use Data ....................................................................................................................25 Extensions..................................................................................................................................4, 7 Funding and Payment of Merger-Related Expenses....................................................................22 General Report Data ..................................................................................................................25 Identification of Pilots to Be Transferred ....................................................................................24 Integrated Seniority List, Implementation of ..............................................................................19 Integration Timetable.................................................................................................................24 Interpretation of Carrier Fragmentation Policy ..........................................................................24 Interpretation of Merger Policy ..................................................................................................7 Joint Negotiating Committee (JNC)............................................................................................8 Joint Negotiations ......................................................................................................................8 Merger Agreements....................................................................................................................4 Merger Agreements Between or Among MECs ...........................................................................5 Merger Assessment Funds, Disposition of...................................................................................23 Merger of Local Councils and MECs ...........................................................................................21 Merger Policy Changes ...............................................................................................................4 Merger Policy, Application and Scope.........................................................................................4 Merger Policy, Application and Scope of .....................................................................................5 Merger Policy, Interpretation of..................................................................................................4 Seniority List Integration...........................................................................................................11 Shared Data, Mutually Requested..............................................................................................25 Shared Data, Not Mutually Requested .......................................................................................25

 

[Ben Franklin]

Sincerely,

B. Franklin

 

[Tejas-Jet]

Arrrrggggghhhhhhh !!!