Federated American Insurance Co.

200 DECISIONS OF NATIONAL LABOR RELATIONS BOARD Federated American Insurance Company, Federated American Life Insurance Company, Federated Agencies, Inc., and Federated Incorporated and Of- fice and Professional Employees International Union, AFL-CIO-CLC, Local Union No. 8. Case 19-CA-7170 July 17, 1975 DECISION AND ORDER BY CHAIRMAN MURPHY AND MEMBERS FANNING AND PENELLO On March 31, 1975, Administrative Law Judge Al- len Sinsheimer, Jr., issued the attached Decision in this proceeding. Thereafter, Respondents filed excep- tions and a supporting brief, and General Counsel filed a brief in answer to Respondents' exceptions. Pursuant to the provisions of Section 3(b) of the National Labor Relations Act, as amended, the Na- tional Labor Relations Board has delegated its au- thority in this proceeding to a three-member panel. The Board has considered the record and the at- tached Decision in light of the exceptions and briefs I and has decided to affirm the rulings, findings,2 and conclusions of the Administrative Law Judge and to adopt his recommended Order. ORDER Pursuant to Section 10(c) of the National Labor Relations Act. as amended, the National Labor Re- lations Board adopts as its Order the recommended Order of the Administrative Law Judge and hereby orders that the Respondents, Federated American Insurance Company, Federated American Life In- surance Company, Federated Agencies, Inc., and Federated Incorporated, Seattle, Washington, their officers, agents, successors, and assigns, shall take the action set forth in the said recommended Order. i Respondents' request for oral argument is hereby denied, inasmuch as the record, the exceptions, and the briefs adequately present the issues and the positions of the parties. 2 The Respondents have excepted to certain credibility findings made by the Administrative Law Judge . It is the Board's established policy not to overrule an Administrative Law Judge's resolutions with respect to credibili- ty unless the clear preponderance of all of the relevant evidence convinces us that the resolutions are incorrect . Standard Dry Wall Products, Inc., 91 NLRB 544 (1950), enfd. 188 F.2d 362 (C.A. 3, 1951). We have carefully examined the record and find no basis for reversing his findings. DECISION STATEMENT OF THE CASE ALLEN SINSHEIMER, JR., Administrative Law Judge: The above proceeding was heard on October 9, 10, and 11, 1974, at Seattle, Washington. The complaint I and notice of hearing issued August 27, 1974.2 The Respondents filed an answer denying the basic allegations of the complaint. The issues involve (1) whether the above-named Respon- dents constitute a joint enterprise or single employer unit; (2) whether as such or otherwise they are subject to the jurisdiction of the Board; (3) whether as a joint enterprise or single employer unit, they were, although not all named therein, parties to a contract with the Union. Further issues are whether the Respondents, or any of them, failed to bargain with the Union in violation of Section 8(a)(5) and whether they or any of them engaged in violations of Sec- tion 8(a)(1). Upon the entire record, including my observation of the witnesses and after due consideration of the briefs of the General Counsel and the Respondents, I make the follow- ing: FINDINGS OF FACT 1. THE BUSINESSES OF THE RESPONDENTS This subject of the businesses of the Respondents will be set forth under the above heading as supplemented by other evidence related hereafter in connection with the al- leged violations. The General Counsel contends that the aforenamed Employers constitute a single employer or en- terprise for the purpose of the Act. The parties agree that the principal factors which the Board weighs or considers are interrelationship of opera- tions, common ownership or financial control, common management, and centralized control of labor relations. None of these by itself is deemed controlling, nor must all four be present to find a single employer. The parties differ as to the extent of existence of these factors in the instant case. The General Counsel asserts that all four are present. Respondents assert that there is no interrelationship of op- erations, no showing of any centralized control of labor relations, and no showing of any common ownership. Re- spondent does admit some overlapping of management personnel among three of the companies. Federated American Insurance Company and Federated Incorporated have both been in existence since prior to 1964; Federated Agencies, Inc., since about 1969; and Federated American Life Insurance Company, according to McCauley's testimony, since about August 1972.3 Feder- ated American Insurance Company sells insurance policies i An original charge filed June 28, 1974, and an amended charge filed August 5, 1974. =The complaint was amended by motion granted at the hearing. 3In a letter to the Union on May 6, 1974, McCauley stated that it re- ceived its certificate of authority from the State of Washington May 5, 1971. Perhaps the August 1972 approximation referred to commencement of busi- ness. 219 NLRB No. 38 FEDERATED AMERICAN INSURANCE COMPANY to individual customers . Federated American Life Insur- ance Company sells insurance policies to individual cus- tomers. Federated Agencies , Inc., is a holding company that sells insurance policies to individual customers through agencies but not through any employees employed directly by Federated Agencies since it has no employees. Federated Incorporated receives a fee for managing certain aspects of the business of Federated American Insurance Company and Federated American Life Insurance Com- pany. Pertinent facts with respect to ownership and financial control of the named Respondents are as follows : Federat- ed Incorporated is totally owned by Mr. and Mrs. Wayne Murray and Mr. and Mrs . W. T. McCauley. Federated Incorporated owns 23 percent of the stock of Federated American while Federated American's second largest shareholder owns only 2 percent of the stock of Federated American. Federated American wholly owns Federated Agencies and also Federated American Life Insurance Company. The foregoing reflects a large degree of financial control in the McCauleys and the Murrays. With respect to management , the corporate officers of Federated Incorporated are Mr. and Mrs. McCauley, Mr. and Mrs. Murray, and Zora Tapping , who is also assistant secretary of Federated American Insurance Comany and Federated Incorporated , and has served in a supervisory position in both companies . The officers of Federated Agencies are McCauley and Tapping. The corporate offi- cers of Federated American Insurance Company are Wayne Murray (president), W. T. McCauley (executive vice president and secretary), Jack McDonald (chairman of the Board), Zora Tapping (assistant secretary), and Joe Davis (vice president in charge of claims). The officers of Federated American Life are identical to the officers of Federated American Insurance Company. McCauley is the chief executive officer of all four named Respondents. There is similarly a duplication of directors . The board of directors of Federated Incorporated consists of the Mc- Cauleys and the Murrays. The board of directors of Feder- ated Agencies consists of McCauley, Murray, and Tap- ping. The executive board of directors, as well as the board of directors of Federated American has consisted of Mc- Cauley, Murray, Tapping, and Alice Dobson. The board of directors and executive board of directors of Federated Life are the same as those of Federated American. The foregoing reflects a sharing of common manage- ment. As for the labor relations policies, it appears from the record that the same policies are applied to the office clerical employees of all the Respondents except Agencies, which has no employees . A labor agreement entered into in 1971 which names as the parties Federated American In- surance Company and the Union has been applied to all of the office clerical employees of the three companies that have such employees : Federated Incorporated, Federated American, and Federated Life. The General Counsel con- tends that this agreement was applicable to Federated In- corporated from its inception and subsequently also to Federated Life, and hence supports the majority status of the Union as representative of the employees of those com- panies. For reasons set forth hereafter, I am finding that such was and is the case . As to matters not covered by said 201 agreement, the same personnel policies are also applied to all of the office clerical employees of the aforesaid compa- nies. McCauley testified that he was ultimately in control of the labor relations for all of the Respondents , although in a letter of April 19 in reply to the Union's request for negoti- ation, McCauley stated that Joe Davis would head up the negotiating team, but was then ill. It appears that McCau- ley has, in fact, negotiated with the Union on behalf of the Respondents and in the past has signed the collective-bar- gaining agreements . Moreover, McCauley was the only of- ficer of the Respondents to communicate with the Union in response to their communications during the period here involved. He was also the person who dealt with the NLRB Regional Office concerning the case . McCauley frequently formulates and distributes personnel policies to the em- ployees ; persons resigning inform McCauley; he has met with the Union over grievances involving employees of the Respondent companies ; McCauley directly supervises all of the employees of the three Respondent companies which have employees. McCauley also reviews recommendations for raises and authorizes such . As set forth, the labor rela- tions policies of these companies are identical and further, the working conditions are also identical. As for the interrelationship of operations, the manage- ment and ownership, as set forth , overlap. Each company is located in the same office at the same address in Seattle; they use a common telephone; they appear to the public to be a single integrated insurance operation ; they use one phone number listed under the name of Federated Ameri- can Insurance; they have one receptionist who serves them all, and uses the name Federated American in responding; Federated American and Federated Life use the same let- terhead which refers to "Federated American Insurance Companies." McCauley testified that two office clerical persons, Beeman and Weyman, were the only office cleri- cal employees at Federated American, with one exception, a stenographer at Federated Life, and the others were em- ployed at Federated Incorporated. However, the witnesses for the General Counsel testified they thought they were employed by Federated American. Both management offi- cials and employees, who testified, referred numerous times to "the Company" or "our Company." When a meet- ing was held to announce a policy to employees, all of the employees of the companies were assembled together. Federated Incorporated's stated purpose is that of man- agement of the insurance companies pursuant to a man- agement agreement entered into between Federated Incor- porated and Federated American Insurance Company. In fact, the employees appear to work interchangeably among the several companies . When an employee transfers from one company to another, his seniority dates from the origi- nal hire at any one of the companies, so that this tenure (seniority), vacation rights, etc., are determined according- ly. There is substantial overlap in supervisory personnel. Davis is office manager for all companies and gives assign- ment to all the company employees. Hudgins is a supervi- sor and manager for both Federated American Insurance Company and Federated Incorporated. All the employees, as stated, respond to the supervision of McCauley. Tap- ping is apparently employed by Federated Incorporated 202 DECISIONS OF NATIONAL LABOR RELATIONS BOARD and Federated American Insurance Company but is re- sponsible for the payroll of all the companies and has au- thority to reprimand employees of all companies. Further, she interviews and hires employees for all of the compa- nies. Mallonee is comptroller for all companies and pre- pares financial statements for all. Further, Federated Incorporated directly manages all the affairs of Federated Life; it directly manages all the affairs of Federated American and indirectly manages Federated Agencies , a wholly owned subsidiary of Feder- ated American. The employees of Federated Incorporated are involved accordingly in practically every business as- pect of Federated American, Federated Life, and Federat- ed Agencies. There is a central accounting office for the companies and bills of all companies are paid by checks drawn on Federated Incorporated. There is additional evi- dence relating and establishing the interrelationship of the companies, some of which will be indicated hereafter. As for the jurisdictional standards of the Board , Federat- ed American itself, which is a property and casualty insur- ance company, during 1973 wrote and earned over $5 mil- lion worth of insurance premiums , of which it wrote over $426,000 in the State of Oregon . During that same time, it paid over $250,000 for the benefit of the companies' in- sured customers in Oregon. The total volume of business of Federated American outside of Washington in 1973 was $463,000; in the 12 months preceding the hearing, $435,000. Federated American Life Insurance Company had no gross volume of business outside the State of Wash- ington. Federated Incorporated had a total gross volume outside Washington , in the year 1973, of $33,740; in the 12 months preceding the hearing, $25,964. Federated Agen- cies, through Federated's insurance services, had $49,171 of business outside the State of Washington in the year 1973; $39,196 in the 12-month period prior to the hearing. Federated American Insurance Company is licensed to do business in seven States outside Washington and does busi- ness in Oregon, Nevada, Arizona, and possibly Idaho. Were these viewed as separate companies , there might be some question as to the Board's jurisdiction . However, since I am finding the basis of the facts set forth and also additional ones , post, that these companies may and should be treated as an overall enterprise or employer, both as to function of their operations and that of jurisdic- tion, I find and conclude that they meet the jurisdictional standards of the Board for a retail business , since the total business exceeds $5 million of which a substantial amount, as set forth, is written outside the State . I accordingly find and conclude that the Respondents are engaged in and affect commerce within the meaning of Section 2 (6) and (7) of the Act 4 11. THE LABOR ORGANIZATION INVOLVED Office and Professional Employees International Union, AFL-CIO-CLC. Local Union No. 8, herein called the 4 Playtime Kiddie Wear, Inc Deer Park Mfg Co, Inc, 184 NLRB 373 (1970), citing Radio and Television Broadcast Technicians Local 1264 v. Broadcast Service of Mobile, Inc., 380 U.S. 255 ( 1965), Sakrete of Northern California, Inc., 332 F.2d 902 (C.A. 9, 1964). Union, is a labor organization within the meaning of the Act. Ill. THE ALLEGED UNFAIR LABOR PRACTICES A. Background Prior to the last labor agreement involved herein which was entered into July 1, 1971, with expiration date June 30, 1974, which specifically named the Union and Federated American Insurance Company, there was a prior agree- ment dated May 1, 1968, terminating April 30, 1971, be- tween Federated American Insurance Company and the Union. The Union, by letter of September 11, 1967, had written Mr. McCauley stating that some employees who were members of Local 8 were in the employment of Fed- erated Incorporated, and requesting that Federated Incor- porated be incorporated into the bargaining sessions. By letter of September 13, 1967 , Federated Incorporated, by McCauley, replied that to their knowledge the Union had not been chosen or designated as representative by a ma- jority of the employees of Federated Incorporated, and un- til that time was accomplished , the demand for recognition must be held in abeyance. The contract was thereafter en- tered into between Federated American and the Union. Following that agreement , negotiations commenced for an- other agreement, as set forth hereafter. Thereafter, in 1971 , the following occurred: It appears that the Union submitted proposed changes to the existing contract between Federated American Insurance Compa- ny and the Union which bears the date February 19, 1971, with the first change set forth as follows : Change "1968" to read "1971" and add after the work "Company" the fol- lowing: "and Federated Incorporated." Other changes were proposed but the first is the significant one herein. In a letter of March 31, 1971, McCauley wrote to Olson, "En- closed please find our reply to the union proposed changes to the existing contract dated 2/ 19/71." The following are enclosed: Reply to proposed changes and then lists certain other enclosures, and concludes, "We trust this will enable you to continue your negotiations." Attached to this letter is a document entitled "Reply to proposed changes to the existing contract between Federated American Insurance Company and Office and Professional Employees Interna- tional Union, Local No. 8," with 2/19/71 in parenthesis at the top. This document reads: "Name change accepted." The document contained opposite this and some other 17 items on the page, some pencil notations and opposite the one, "name change accepted," is the word "yes." Olson testified that he received the letter with the above attachment. Ol- son also stated that the pencil notations were in his hand- writing and testified that McCauley never retracted his ap- proval of the proposed name change to include the employees of Federated Incorporated. McCauley testified that he did not recall ever seeing such an attachment and that he did not agree to any such name change. However, a carbon copy of the letter and attachment in his file reflects that it is identical to the attachment to the letter received by Olson, which was received in evidence. McCauley de- nies any such reference and testified that he asked Olson at FEDERATED AMERICAN INSURANCE COMPANY 203 all times to produce proof of Federated Incorporated's ma- jority status before he would recognize the Union. Howev- er, in an affidavit, McCauley gave to the Board, he said, "When I signed this agreement in 1971, I questioned if it only covered the employees of Federated American Insur- ance Company. However, I believed at the time that the Union thought the contract covered the employees of Fed- erated Incorporated, as well. The Union seemed satisfied that everything would be OK if I would sign it. It soon became obvious that the Union did feel that the contract governed the office and clerical employees of both compa- nies because they collected the dues and initiation fees we sent them on employees working for both companies." Mc- Cauley admittedly applied its terms to the employees of Federated Incorporated. In 1974, McCauley wrote, "In the past we have allowed the contract negotiated on behalf of Federated American Insurance Company to apply to the employees of Federated Incorporated." McCauley also told employee Linda Seelbach (see, post), on May 16 that everybody was covered by the contract until it ran out in June. I find and conclude that the Respondent, in fact, did send the letter and attachment thereto to Olson on or about the date of March 31, 1971.5 Subsequently, the most recent contract here involved was presented to the Respondent by the Union and execu- ted by the parties effective as of July 1, 1971, through June 30, 1974. It names as the parties thereto the Union and Federated American Insurance Company, but does not name Federated Incorporated. General Counsel contends that it was clearly intended to so name Federated Incorpo- rated and as set forth hereafter was fully applied to the employees of Federated Incorporated. The Respondent contends that it named Federated American Insurance Company only, and was intended only to apply to those employees. The Respondent admits that its terms may have been applied to employees of Federated Incorporated and Federated American Life but that this does not imply or mean that the contract itself was considered applicable to them. General Counsel and the Union asserts that the contract was intended to apply to these companies and was, in fact, applied to the employees of Federated Incor- porated and Federated American Life Insurance Company as well as Federated American. Respondent points out that 5 Olson explained the method he followed in drafting the 1971 contract was as follows: Q. (By Mr. Jensen) With that admonition , Mr. Olson, will you an- swer my question? Why, then, does only this name of Federated Ameri- can appear in this contract? A. To the best of my knowledge, what I know, was that I prepared this contract, the last one, in my office; and how I go about preparing a contract is that I will take the prior contract- Q. (Interrupting) Tell us what you did do. A. What I did do is I took the prior contract, incorporated changes we had agreed upon , and I insert them sometimes in writing on a yellow legal page . Sometimes I cut sections of the old contract out, and I put it-in that type of situation , I give it to one of our clericals who would [put] it into contracts, and then they are normally proofread, forwarded on to the employer; and if the employer agrees, they sign these contracts, and this is what happened in this instance. Q. When did you first notice that the collective bargaining agree- ment identified as General Counsel's 16 had only the name of Federat- ed American on it? A. On or about probably May 6 of this year, 1974. Federated American Life Insurance Company was not even in existence until 1972. It appears from the correspondence relating to the con- tract referred to that it was intended to also apply to Feder- ated Incorporated. As set forth, Respondent denies this and asserts that parole evidence may not be used to either reform or modify the agreement and that if there were a mistake then it should be established by proper proceed- ings for reformation of a mistake which would not be ap- plicable to this situation. As far as parole evidence is con- cerned, in cases before the Board, it appears from both Board and Court cases that such may be admissible whether or not generally applicable .6 However, in order to properly and fully evaluate what actually occurred and what the contract actually related to, there should be con- sidered both (1) those matters that have previously been set forth, and (2) additional evidence as to what the contract by its terms covered and how the agreement was, in fact, applied. First, it appears from some evidence adduced that, as of May/June 1974, there were 12 employees involved of whom 9 were employed by Federated Incorporated, 2 by Federated American, and 1 by Federated Life. However, according to McCauley, at the time the 1971-74 contract was signed, two or three at most employees of Federated American were in classifications set forth therein, namely, claim clerk, claims clerk senior, and possibly "underwrit- ing" clerk, a broad term which may include a rate clerk in the direct mail activity. McCauley said the situation was presently about the same. Further, according to McCauley, there would be currently about 13 employees in Federated Incorporated that would fit classifications of what the bar- gaining unit consisted of under the wording in the contract. McCauley testified Federated Life had no employees that would fit that.' The contract of 1971 lists the following job classifica- tions as an appendix thereto: messenger, mail, supply clerk; file clerk, underwriting clerk, claims clerk, switch- board operator-receptionists, typist, or policy writer; tran- scribing machine operator, secretary, stenographer/secre- tary, secretary-executive, accounting clerk, payroll clerk, accountant, claims clerk-senior (13 categories). It also in the recognition clause, Article I, Section 2, excludes certain secretaries. At the time, at Federated American there were apparent- ly employed two persons in two categories. Most other categories as set forth were among employees of Federated Incorporated. Respondent contends that the reason for listing all the categories in this agreement was that in the event Federated Incorporated and Federated American terminated the management agreement with Federated In- corporated, Federated American would then have to oper- ate on its own. It would then need the additional categories and that was why they were provided for in the agreement. 6 See Printing Industries of Northern California, 204 NLRB 329 (1973), and Communications Workers of America v. Pacific Northwest Bell Telephone Company, 337 F.2d 455 (C.A. 9, 1964). 7 Although it appears that one employee Bean is shown as employed by Federated Life and paying dues, apparently McCauley's position is that the Federated Life employee is one of the excluded secretaries under the con- tract. 204 DECISIONS OF NATIONAL LABOR RELATIONS BOARD Although, the contract exclusions of certain secretaries was not referred to, presumably the same contention would be applicable. As set forth, the working conditions stated in the con- tract with respect to various matters were applied to em- ployees of all the companies including workweek , paydays, holidays, sick leave, termination, vacations, seniority, disa- bility benefits, etc. Also, as set forth, employees who trans- ferred from one company to another retained seniority commencing with employment with the first company. Employees of all companies were employed by the same person and were subject to the overall supervision of Mc- Cauley and also of other supervisors, in the case of certain companies, including particularly personnel by Tapping. Also meetings and notices were addressed to the employees of all the companies with regard to matters of dress, park- ing lot utilization, etc. Grievances were conducted involv- ing employees of all the companies, including one in par- ticular, discussed in detail in the record. These were taken up by the Union for employees of various companies. The location of the facilities and the common operation and property have been previously described. Further, significantly, the union-security provision of the contract was applied to the employees of all of the three companies which had employees . It provides that all regu- lar employees shall, as a condition of employment , become and remain members in good standing of the Union within 31 days following completion of what amounted to a pro- bationary period of 60 days. All employees at such appropriate time following the re- quisite period were given by a representative of Respon- dents application for membership cards and dues authori- zation cards to be signed by them. These were generally and regularly signed except in one or two instances near the end of the agreement-where either the employee had not completed the 60 days or, in one instance, special cir- cumstances were involved. In any case, the Respondents were requiring the employees to conform to the contract provisions as to union security and to apply for member- ship and sign checkoff dues authorization. In fact, all had apparently signed checkoff dues authorizations, although two had not paid initiation fees as of the period here in- volved. Respondents contended that they were concerned about requiring employees to become members and pay dues if they were not legally required to do so. However, it ap- pears that, as to the 1971-74 contract, the first time Re- spondents manifested such concern was in May 1974. Prior to that time, Respondents had been regularly requiring em- ployees to apply for membership and sign dues authoriza- tion without any expressed concern. This would indicate either (1) that the Respondents apparently were uncon- cerned about violating the law if the employees were not legally required to join the Union or pay dues, or (2) that Respondents considered that the contract did properly ap- ply to all the employees and they could legally be required to join the Union and pay dues . While this issue need not be resolved herein, it does bear on the resolution to be reached as to application of the contract. If it is resolved that the contract was applicable throughout this period to all employees, Respondents would not have been illegally requiring them to apply for membership and authorize payment of dues. If the contract were not applicable to all employees, then the Respondents may have been commit- ting illegal acts (subject, of course, to Sec. 10(b), et al.). Normally, it would not be inferred that an illegal act is being performed when a legal act can be inferred. On April 15, 1974, the Union, through Olson, wrote Mc- Cauley, vice president of Federated American Insurance Company, that the Union desired to reopen the present labor agreement and that he wanted to take the opportuni- ty to offer to meet and confer for the purpose of negotiat- ing a new agreement. On April 19, the Federated American Insurance Company by McCauley wrote to Olson as repre- sentative of the Union stating that they had his letter re- questing negotiations ; that Joe Davis would head up the negotiating team, but was sick ; and that McCauley would keep him posted and arrange a meeting at the earliest date possible. On May 6, McCauley wrote to Olson stating "in the past we have allowed the contract negotiated on behalf of Federat- ed American Insurance Company to apply to the employees of Federated Incorporated. [Emphasis supplied.] In the ab- sence of any credential certifying Office and Professional Employees International Union, Local 8 as bargaining agent, this condition can no longer prevail . Perhaps you may wish to organize them ." This letter was signed by Mc- Cauley on behalf of Federated Incorporated. On May 6, McCauley also wrote to Olson with reference to American Life and said, "This is a new company that received its certificate of authority from the State of Wash- ington on March 5, 1971. The entire staff consists of a manager and his secretary. We cannot see any employee of this company to be eligible for membership in Office and Professional Employees International Union Local 8. However, it is our desire to follow fair labor relations prac- tices and upon proper presentation to the Federated Amer- ican Life Insurance Company of the proper credentials electing Office and Professional Employees International Union Local 8 as bargaining agent, we will arrange a meet- ing with you." This was signed Federated American Life Insurance Company by McCauley. (G.C. Exh. 5A). On May 6, McCauley also wrote to Olson: Dear Mr. Olson: In reply to your letter of April 15, 1974 we must respectfully submit the fact we do not have evidence of Office and Professional Employees International Union Local 8 authority from the employees to be recognized by Federated American Insurance Compa- ny as bargaining agent. In the spirit of fair labor bar- gaining practices, we will arrange a meeting if and when this authority is presented to us. Currently, there are two employees in this unit that would seem to be eligible members. Thank you. Yours truly, FEDERATED AMERICAN INSURANCE COMPANY On May 8, Olson responded to McCauley that he was surprised to receive his three letters dated May 6, regarding Federated American Insurance Company, Federated FEDERATED AMERICAN INSURANCE COMPANY American Life Insurance Company and Federated Incor- porated, and asked "Why did you write them?" Olson then goes on: In your letter regarding Federated American Insur- ance Company, you indicate you will meet with us when Local 8 presents authority that we represent the employees. You have that authority in the form of the labor agreement and it is in effect until July 1, 1974. Furthermore, you suggest we only represent two (2) eligible employees . Our membership records indicate that we represent fifteen (15) employees of Federated American Insurance Company. I want to take this opportunity to offer to meet and confer with you or your designee for the purpose of renegotiating this contract at your convenience. Please notify me, in writing, when you want to be- gin negotiations. McCauley responded to Olson on May 15: Your letter to me of May 8 , 1974 does not seem to require a reply as my last correspondence with you is very clear and concise. The labor agreement in force with Federated Amer- ican Insurance Company is terminated on July 1, 1974. On May 16, Olson replied: In reference to the second paragraph , you men- tioned the contract is terminated on July 1, 1974. I realize this. It is my understanding that Federated American Insurance Company does not plan on re- newing the contract with Local 8, or does not plan to begin negotiations soon . What is the Company's posi- tion? Please apprise me of the Company 's position by re- turn mail. I want to take this opportunity to offer to meet and confer with you or your designee, Mr. Davis, at your convenience, for the purpose of renegotiating this Agreement. On May 17, McCauley replied to Olson, and told him to please refer to the letters from Federated Incorporated, Federated Life Insurance Company and Federated Ameri- can Insurance Company all dated May 6, 1974. On June 6 or 7, 1974, Olson wrote to McCauley: As of this date, I have received no word from you with regard to when we will begin negotiations on terms for a new contract. Is Federated American Insurance Company going to negotiate a new Agreement with Local 8? A plain "yes" or "no" answer will suffice. Please inform me by return mail of the Company's position. On June 19, McCauley replied: We have received your letter of June 7, 1974. Please refer to my letter of May 17 and the letters from Federated American Insurance Company, Fed- erated Life Insurance Company and Federated Inc., all dated May 6, 1974. 205 No bargaining or meetings occurred thereafter , and it is evident that the Respondents were refusing to meet with the Union. Certain events occurred after May 6 which the Respondent contends further supports its position not to bargain with the Union which will be considered but which I do not believe to be material. It appears that on June 28, 1974, eight employees signed a document stating: "We the undersigned Federated American Insurance Company and/or Federated American Life Insurance Company and/or Federated Inc. wish to withdraw and dis- miss any and all relations with Office and Professional Em- ployees International Union Local No. 8, AFL-CIO, as of July 1, 1974." The circumstances under which this was signed as well as allegations relating to alleged unfair labor practices in violation of Section 8(a)(1) will be considered, post. How- ever, this petition and circumstances of its signing, even if proper and even if there were no independent violations of Section 8(a)(1) could not affect (or nullify) a prior failure to bargain commencing in May. Under all the circumstances set forth herein, I have found: 1. The Respondent Employers Federated American In- surance Company, Federated American Life Insurance Company, and Federated Incorporated constitute an en- terprise or single employer. 2. I find and conclude that the contract entered into in 1971 was intended to cover the employees of both Federat- ed American and Federated Incorporated and that such is manifest both from the correspondence that preceded the contract, and is further shown, as set forth, by the matters covered by the contract including the various classifica- tions (and exclusions), and the application of the contract to the employees of Federated Incorporated, Federated American, and Federated Life, as well as the interchange of employees and the common overall operation of the companies ; and finally as part thereof and a significant item, the enforcement of the union-security clause as to all the regular employees which should only have been done if the contract, in fact, covered these employees . I recognize the contention that Federated Life was not in effect until about August 1972, according to McCauley's testimony, although organized as of March 1971, according to a letter from McCauley. Whether operational in March 1971 or prior to August 1972, it appears clear that the contract was applied to the one employee of Federated American, who was listed as a dues-paying member of the Union. The mere fact that the agreement did not contain the name of Federated Incorporated is accordingly, under the circum- stances, not conclusive. I find that the contract was origi- nally intended to apply to Federated American and Federat- ed Incorporated and was, in fact, applied to them and also Federated Life. 3. Such being the case with all but two employees hav- ing become members of the Union, and all evidently pay- ing dues to the Union from the time they were required to do so, I find that the Respondents Federated Incorporated, Federated American Insurance Company, and Federated 206 DECISIONS OF NATIONAL LABOR RELATIONS BOARD American Life Insurance Company were obligated to con- tinue to negotiate with the Union , upon request, for these companies during the life of the contract. Accordingly, by refusing to bargain with the Union on May 6, 1974, said Respondents violated Section 8(a)(5) of the Act .8 I further find the appropriate unit is: All full time and regular part time office and clerical employees employed by Federated American Insur- ance Company; Federated American Life Insurance Company; and Federated Incorporated, in Seattle, Washington; but excluding, secretaries to the General Manager, Sales Manager, Claims Manager, Under- writing Manager, and Personnel Manager, and guards and supervisors as defined in the National Labor Re- lations Act, as amended. B. The Alleged Violations of Section 8(a)(1) The complaint as amended sets forth numerous instanc- es of alleged violations of Section 8(axl). As set forth here- after, while I consider that certain of these instances consti- tuted violations, I believe that in context some others did not and will so indicate. Employee Mary Lee Woessner testified that in mid-March , Supervisor and Assistant Sec- retary Zora Tapping stopped at her desk and asked her what happened at the meeting that had been held at Joan Beeman's house. Woessner said she didn't know because she did not go. She testified also that, in the first part of May, Tapping asked her what percentage they were asking for and she told her she didn't know because she didn't go to a union meeting at that time. Woessner further testified that about a week later, while she was on the switchboard, Zora Tapping brought up the subject of the Union and asked her what they were asking, and that a proposed mat- ter involving seniority , following absence because of preg- nancy, was discussed. Woessner told Tapping she didn't know because she hadn't heard anything about it. Woess- ner at first said that she didn't remember whether Tapping used the term "outlandish" with respect to the amount of increases sought by the Union. After having her memory refreshed, Woessner testified that Tapping said that they were "outlandish." Woessner further testified that, at the end of June, when Zora Tapping, Judy Bean, and herself were present, Tapping asked in a joking manner if they were on strike. She told Tapping they were not, there had been some confusion at the meeting the night before, and they were going to petition to get rid of the Union. Woess- ner testified she considered the comment about a strike to be a joke. Tapping testified that she didn't recall talking to Woess- ner at her desk but she did recall walking into the coffee- room and saying to the girls, "How did your meeting go, girls?" as a casual conversation . Tapping was asked about the matter of percentage in a discussion with Woessner in May, and responded , "I recall doing some calculating of 8 A contract raises a presumption of continuing majority during its life which may ordinarily not be questioned during that time . The presumption continues after its expiration whereupon it may be rebutted by demonstrat- ed objective evidence . See Barrington Plaza and Tragniew Inc., 185 NLRB 962 (1970). figures with her, but I don't recall the full conversation of it. It was after the figures came in from Mr. Olson." She sat with Woessner and discussed it. Tapping was asked wheth- er she made comments about the agreement and said she did say something to the effect that some of the demands were excessive and that it seemed an awful lot, or some- thing like that. According to Tapping, it was a general dis- cussion, not a supervisory officer to an employee. She said she talked with Woessner about problems on many occa- sions. Tapping said she couldn't remember about whether she talked to Woessner about the so-called pregnancy- seniority matter. Tapping did admit that she might have asked Woessner with respect to particular proposals why something was in there. Tapping admitted she might have used the word "outlandish" as to figures, although she nor- mally didn't use the term. From the foregoing, I find and conclude that Tapping illegally questioned Woessner about attending a union meeting in March in violation of Section 8(a)(1). Respondents also violated the Act by Tapping at- tempting to discuss and bargain with Woessner individu- ally regarding the Union's proposals, as set forth, by her requests concerning the bargaining demands, the discus- sion with Woessner about the cost of proposals and the efforts to discourage her directly by referring to them as "outlandish." The essence of this violation being that nego- tiations and discussions should have been between Re- spondent Companies and the Union, not between supervi- sors and individuals. I accordingly find that, by this conduct, Respondents did violate Section 8(a)(1) and (5). With respect to the question by Tapping as to whether the employees were on strike, from Woessner's testimony, it appears that this comment was a jocular one and I accord- ingly do not find a violation therefrom. Vivianne Briley, an employee, testified that she discussed the Union with McCracken, Tapping, Linda, and "ev- erybody." She said she spoke to McCracken once and Tap- ping twice. Briley testified that on May 16 she went to McCracken and started a conversation, asking about a note on the bulletin board that the Union was going to be terminated. Since she had not paid an initiation fee, Briley asked McCracken whether she should. According to Bri- ley, McCracken said it was up to her whether she wanted to join the Union and it was up to McCauley whether or not they would be represented by the Union. Briley then testified that she first spoke to Tapping the first part of June. Tapping asked her to step into a vacant office and brought up the subject of the Union. Tapping asked her what she thought about it. Briley told Tapping she didn't know. Tapping said something concerning the complaints the girls were making about the benefits, sick leave, and so on; that McCauley couldn't do anything about these as long as they were in the Union and "that he would like to make us the highest paid insurance company in town but he couldn't because of the Union." Briley said the reason she was taken into the office to begin with was to be repri- manded and that it was in the same conversation in which she was reprimanded that Tapping commented about the Union. Tapping gave her a warning about another month trial period and Briley said she would straighten up. Briley testified that on June 27 she had another conver- sation with Tapping about the Union, that Tapping asked FEDERATED AMERICAN INSURANCE COMPANY 207 if she was going to the meeting and that she said yes. Briley further testified, "She said if she was us girls, she wouldn't even pay her dues." Tapping denied that she said that "if I were you girls, I would not pay the dues." Tapping admit- ted that she told Briley that if she hadn't been initiated she should put it off for a few days, and the reason was that the employee (Briley) was to be terminated because of poor work. Tapping said that she didn't make the statement about dues because Briley paid the dues. Tapping does not appear to deny the statement by Briley about interrogating her concerning the Union, the statement that McCauley couldn't do anything about certain matters as long as they were in the Union, etc. By the foregoing conduct, I find that Respondent through Tapping, by interrogation con- cerning the Union and threats and/or promises dependent upon union membership, violated Section 8(a)(1) of the Act. As for the statement attributed to McCracken by Briley which McCracken did not deny, that it was up to Mc- Cauley whether or not the employees would be represented by the Union, the General Counsel asserts this meant it was McCauley's decision and not the employees as to who would represent them. The statement can be so interpreted or construed. It can also be interpreted, in the light of all the circumstances herein, that what was meant was Mc- Cauley would decide what the employer's position would be as to recognition of the Union. Since McCracken could have clarified this but did not, I am finding that a reason- able construction that might be reached by the employee would be that the resolution of union representation would be up to McCauley and accordingly find the statement to be coercive and in violation of Section 8(a)(1) of the Act. Janet Schmidt testified without contradiction that in April after she had worked 60 days, Mr. Lumberg, then head of the accounting department, called her into his of- fice, told her that she had completed her 60-day trial period and that he was satisfied with her work and hoped she'd stay. He asked if she had paid her initiation fee and she said no she had not. Lumberg told her he was not at liberty to tell her why but something was going on in the Compa- ny and that it would be just throwing her money away if she paid the initiation fee, so she didn't pay it. After talking to Lumberg, she talked to other employees and did not pay the fee. She also told other employees what Lumberg had said. I find that Respondent thereby further violated Sec- tion 8(a)(1) of the Act by improperly interfering with the Union and its activities. Schmidt also spoke once with Respondent's representative, Comptroller Mallonee, about the end of June or first part of July. He asked her to step in the office while McCracken was also there. According to Schmidt, Mallonee said that now that the union matter had been settled he was going to review everyone 's file to see who was entitled to a raise. General Counsel argues that, since Schmidt had failed to sign the petition withdrawing from the Union, that this was a clear attempt to estrange Schmidt from further supporting the Union. I consider this argument to be speculative and not supported by probative evidence. Accordingly on such basis, I do not find the statement by Mallonee to be a violation of the Act. How- ever, Respondent may have violated Section 8(a)(1) from the implication that it was not and would not have to bar- gain with the Union as to wages. About the end of June, Tapping told employee Linda Seelbach that McCauley would like to give raises but could not do so until the "mess" with the Union was settled. Tapping does not appear to have denied this statement, and I find that Respondent thereby further violated Sec- tion 8(a)(1) of the Act. Employee Stephanie Weyman testi- fied that she was involved in the preparation and drafting of the petition previously referred to, which in essence was to withdraw from the Union. She said it was initiated on a Thursday night by three of the women employees after get- ting knowledge of how to do it from Olson, the union rep- resentative, namely, to get a petition by 30 percent of the employees, to have it signed and take it to the NLRB. Weyman testified the three decided to go down to the NLRB office during the lunch hour the next day, that she told employer Vice President Davis what their plans were. Davis said they wouldn't have the time to do it during the lunch hour because they would only have 45 minutes and suggested they take an hour off. Weyman went back to the office. Another employee had called to find out the word- ing and content, etc. Weyman testified: they were typing it up to get the proper wording; they decided to put all the companies in. Davis, who was in his office, agreed and mentioned Federated American, Federated Life, and Fed- erated Incorporated. It was also agreed that John Rickard's name would be on the return for a reply. Wey- man thought Davis suggested that. She was asked about whether there was any discussion about where the docu- ment should be sent and answered that Olson had stated that it should go to the NLRB but Mr. Davis was there when they were discussing this. Davis left and came back, and said that there was a lawyer in McCauley's office and he had discussed it with him and he said to send it to Don Olson's office. The foregoing indicates that the employees were seeking to prepare a petition with respect to their rep- resentation by the Union, that they had initiated it by themselves, and that they had taken it up with manage- ment, through a management representative, Vice Presi- dent Davis, who apparently was trying to be helpful. The granting of an extra 15 minutes, standing by itself, would appear to be of minimal assistance . However, while it may not appear that Respondent's actual intent was improper, it does appear that Davis, after being consulted by the em- ployees, injected himself into the matter more -than he should have, and that accordingly Respondent did give as- sistance with respect to the aforesaid petition in violation of Section 8(a)(1) of the Act. I accordingly find -that it hereby additionally violated Section 8(a)(1). - A number of incidents of alleged violation involving Mc- Cauley wer4 testified to by various . witnesses as, follows: Employee Linda Seelbach testified that on May 16 she had submitted a written resignation the day before, and-Mc- Cauley called her into his office to discuss it. On May 15, Seelbach had written to McCauley advising that she had enjoyed working there, that "the bitter situation between employees and management had become too much for her to take," and "when I started working for Federated Amer- ican I was told that I- had to join the Union. I have just recently heard that I am employed by Federated Incorpo- rated, so as far as management is concerned, I am not 208 DECISIONS OF NATIONAL LABOR RELATIONS BOARD legally covered by the union contract after paying union dues for six years . This is just one of many rumors that are going around the office that have upset me a great deal." She then added that she knew she was considered by man- agement as "mediocre help" and that she saw no future for herself at the Company. According to Seelbach , when Mc- Cauley called her into the office. A. He said I had the wrong idea about this union thing, that everybody was covered under the contract until it ran out at the end of June. MR. MURRAY : I can't hear you, I'm sorry. THE WITNESS : That everybody was covered under the contract until the end of June , at which time there was to be another contract drawn up , but that it would have to be negotiated between Federated American, Federated Incorporated and Federated Life. According to her, McCauley said, "He said, myself, I'd rather see the company run without the Union, but that's up to you girls." McCauley denied making this statement. Seelbach said McCauley was asked as to how long it would take to negotiate a contract if Local 8 had to negoti- ate a contract with each of the companies. According to Seelbach, he replied, "Who knows how long that would take." Seelbach said she discussed this conversation with other employees. The General Counsel asserts that this was a violation of the Act by emphasizing the futility of Respondents' em- ployees relying on the Union's bargaining efforts and im- plying it was useless for the employees to exercise their Section 7 rights. Seelbach was called in to discuss her letter of resignation which the employer certainly had a right to do. The discussion with her as to other matters was largely in the light of the legal position that the Respondent was taking. A legal position was being taken, albeit incorrectly. I do not find that the inference drawn by the General Counsel necessarily follows from the conversation between McCauley and Seelbach and accordingly do not find a vio- lation therefrom. Subsequently, McCauley called Woessner alone into his office. She had also submitted a letter of resignation dated May 16. In her letter, she stated that it had come to her attention that "I am no longer considered covered under local O.P.E.I.U. Local 8 working agreement with Federat- ed American, even though I was required by management to reinstate myself as a member ." She concluded "in view of present conditions, I see no other alternative but to ter- minate my employment here." According to Woessner, McCauley asked why she was leaving because he couldn't find her resignation. She told him it was because of the Union, that she found out she wasn't a member. She testi- fied, "I told him I couldn't understand that I wasn't a member of the Union, and I wondered why, and I ques- tioned him on that. He told me that it wasn't a matter that I wasn't covered by the contract, but that there were only two members of the working staff that were members cov- ered under the contract. We discussed the time clock." She was then asked whether there was any discussion about employee benefits and responded that McCauley told her, and the example that he gave me, at that time, was that "in case someone's grandfather had died in California, that they could have more timeoff if there wasn't a union con- tract prohibiting him from giving more time ." According to Woessner, McCauley brought this up because her mother had passed away in January . In essence, the contention is that McCauley at this time brought up the matter of more flexibility without the Union and related one incident. It appears that McCauley thereby technically referred to something that he should not have directly with the em- ployee and violated the Act. About mid-May, McCracken because a supervisor and, as set forth previously, made the statement attributed to him by Briley. At the time, Judy Bean, McCracken, and she were in the accounting department and someone asked to see the union contract. McCracken had been the shop steward and McCracken replied he had the proposed con- tract home and would bring it and see they all got a copy. According to Schmidt, McCracken said he shouldn't be talking to us along those lines since he was now a supervi- sor, but he felt that the Union had gone too far . McCrack- en said it was much too strong a contract , particularly con- cerning the medical plan and the retirement plan which union members had asked for. McCracken felt that what the Union had suggested was much stronger . According to Schmidt, McCracken said that as a matter of fact, his Company would not sign such a contract and he was sure McCauley would not either. According to Schmidt, Mc- Cracken was not asked but volunteered these opinions. McCracken did obtain copies of the contracts for the wom- en and they were distributed to them . About a week later, there was another conversation with McCracken in which he had the contract on which he made notations of yes or no. Schmidt said she had still another conversation with McCracken at which time the matter of wages was dis- cussed and that "he said that as soon as the union situation was settled then we could expect raises or that we could not expect raises until after this union situation was settled." Schmidt asked, "Did he say anything about what union situation he was talking about? " She testified, "He said that as soon as the union was out , we could expect raises." By McCracken's volunteered comments above, Respon- dent further violated Section 8 (a)(1) and (5) of the Act. IV. THE EFFECT OF THE UNFAIR LABOR PRACTICES UPON COMMERCE The activities of the Respondent set forth in section III, above, occurring in connection with the operations of the Respondent described in section I, above, have a close, initmate, and substantial relation to trade, traffic, and commerce among the several States and tend to lead to labor disputes burdening and obstructing commerce and the free flow thereof. V THE REMEDY Having found that Respondent has engaged in certain unfair labor practices in violation of Section 8(a)(1) and (5) of the Act, I shall recommend that it cease and desist there- from and take certain affirmative action designed to effec- tuate the policies of the Act. Because of the nature and extent of the unfair labor FEDERATED AMERICAN INSURANCE COMPANY practices engaged in by Respondent, as found above, it will further be recommended that Respondent be ordered to cease and desist from in any other manner infringing upon the rights of the employees guaranteed in Section 7 of the Act. Upon the basis of the foregoing findings of fact, and upon the entire record in the case , I make the following: CONCLUSIONS OF LAW 1. Respondents, Federated American Insurance Com- pany, Federated American Life Insurance Company, and Federated Incorporated , constitute and function as an en- terprise or single employer engaged in commerce within the meaning of Section 2(6) and (7) of the Act. 2. Office and Professional Employees International Union, AFL-CIO CLC, Local Union No. 8, is a labor or- ganization within the meaning of Section 2(5) of the Act and has at all times material herein been the exclusive bar- gaining representative of the Respondents ' employees in the appropriate unit. 3. The appropriate unit consists of all full time and regu- lar part time office and clerical employees employed by Federated American Insurance Company ; Federated American Life Insurance Company ; and Federated Incor- porated, in Seattle, Washington; but excluding, secretaries to the General Manager, Sales Manager, Claims Manager, Underwriting Manager, and Personnel Manager, and guards and supervisors as defined in the National Labor Relations Act, as amended. 4. Respondent, Federated Incorporated, was intended to be a named party-employer to the contract effective July 1, 1971, bearing the names of Federated American Insur- ance Company and the Union. Said contract was, in fact, applied to the employees of Federated Incorporated and also those of Federated American Life Insurance Compa- ny. 5. By telling employees either not to join or to withdraw from or support the Union (while a union-security clause was in effect), and assisting them in so doing, by threaten- ing employees that benefits would not be granted while the Union continued or until the Union was out, by advising or promising that such benefits would be considered when the Union was out, by attempting to and dealing directly with employees while the Union was their collective-bar- gaining representative , and by interrogating employees concerning union activities, Respondent has interfered with, restrained , and coerced employees in the exercise of their rights guaranteed by Section 7 of the Act, and thereby has engaged in unfair labor practices within the meaning of Section 7 of the Act, and thereby has engaged in unfair labor practices within the meaning of Section 8(axl) of the Act. 6. As found above, by failing and refusing to recognize, meet, and bargain since May 6, 1974, with the Union as exclusive representative of the employees in the appropri- ate unit, Respondents Federated American Insurance Company, Federated American Life Insurance Company, and Federated Incorporated have violated Section 8(a)(5) and (1) of the Act. 7. The aforesaid unfair labor practices are unfair labor 209 practices affecting commerce within the meaning of Sec- tion 2(6) and (7) of the Act. Upon the foregoing findings of fact, conclusions of law, and the entire record, and pursuant to Section 10(c) of the Act, I hereby issue the following recommended: ORDERS Respondents, Federated American Insurance Company, Federated American Life Insurance Company, and Feder- ated Incorporated, its officers, agents, successors, and as- signs, shall: 1. Cease and desist from: (a) Threatening employees that benefits would not be forthcoming until the Union was eliminated. (b) Promising that benefits would be considered when the Union was eliminated. (c) Interrogating employees concerning union activities. (d) Telling employees either not to join or withdraw from or support the Union and assisting them in so doing. (e) Attempting to, and dealing directly with, employees while the Union is their collective-bargaining representa- tive. (f) Failing and refusing to meet and bargain collectively with the Union as exclusive representative of the employ- ees in the appropriate unit. (g) In any other manner interfering with the right of em- ployees to self-organization, to form labor organizations, to join or assist the above-named or any other labor organiza- tion, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective-bargaining or other mutual aid or protection or to refrain from any or all such activi- ties, except to the extent such right may be affected by an agreement requiring membership in a labor organization as a condition of employment, as authorized in Section 8(a)(3) of the Act. 2. Take the following affirmative action which it is found will effectuate the policies of the Act: (a) Upon request, bargain collectively with the Union as the exclusive representative of the employees in the unit set forth hereafter. The appropriate unit is: All full time and regular part time office and clerical employees employed by Federated American Insurance Company; Federated American Life Insurance Company; and Federated Incor- porated, in Seattle, Washington; but excluding, secretaries to the General Manager, Sales Manager, Claims Manager, Underwriting Manager, and Personnel Manager, and guards and supervisors as defined in the National Labor Relations Act, as amended. (b) Post at its premises in Seattle , Washington, copies of the attached notice marked "Appendix." 10 Copies of said 9In the event no exceptions are filed as provided by Sec. 102.46 of the Rules and Regulations of the National Labor Relations Board, the findings, conclusions, and recommended Order herein shall, as provided in Sec. 102.48 of the Rules and Regulations, be adopted by the Board and become its findings, conclusions, and Order, and all objections thereto shall be deemed waived for all purposes 10 In the event that the Board's Order is enforced by a Judgment of a United States Court of Appeals, the words in the notice reading "Posted by Continued 210 DECISIONS OF NATIONAL LABOR RELATIONS BOARD notice, on forms provided by the Regional Director for Region 19, after being duly signed by an authorized repre- sentative of the Respondents, shall be posted by them im- mediately upon receipt thereof, and be maintained by them for 60 consecutive days thereafter , in conspicuous places, including all places where notices to employees are cus- tomarily posted. Reasonable steps shall be taken by the Respondents to insure that said notices are not altered, defaced, or covered by any other material. (c) Notify the Regional Director for Region 19, in writ- ing, within 20 days from the date of this Order, what steps Respondents have taken to comply herewith. It is further recommended that the complaint be dis- missed in all other respects. Order of the National Labor Relations Board" shall read "Posted Pursuant to a Judgment of the United States Court of Appeals Enforcing an Order of the National Labor Relations Board." APPENDIX NOTICE To EMPLOYEES POSTED BY ORDER OF THE NATIONAL LABOR RELATIONS BOARD An Agency of the United States Government WE WILL NOT threaten employees that benefits will not be forthcoming until the Union is eliminated. WE WILL NOT promise that benefits will be consid- ered when the Union is eliminated. WE WILL NOT interrogate employees concerning union activities. WE WILL NOT tell employees either not to join or withdraw from or support the Union and assist them in so doing. WE WILL NOT attempt to and deal directly with em- ployees while the Union is their collective-bargaining representative. WE WILL NOT fail and refuse to meet and bargain collectively with the Union as exclusive representative of the employees in the appropriate unit. WE WILL NOT in any other manner interfere with the right of employees to self-organization , to form labor organization, to join or assist the abovenamed or any other labor organization to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective-bargaining or other mutual aid or protection or to refrain from any or all such activities , except to the extent such right may be affected by an agreement requiring membership in a labor organization as a condition of employment, as authorized in Section 8(a)(3) of the Act. WE WILL, upon request, bargain collectively with the Union as the exclusive representative of the employees in the unit set forth hereafter . The appropriate unit is: All full time and regular part time office and clerical employees employed by Federated American Insur- ance Company; Federated American Life Insurance Company, and Federated Incorporated , in Seattle, Washington ; but excluding, secretaries to the General Manager, Sales Manager, Claims Manager, Under- writing Manager, and Personnel Manager, and guards and supervisors as defined in the National Labor Re- lations Act, as amended. FEDERATED AMERICAN INSURANCE COMPANY FEDERATED AMERICAN LIFE INSURANCE COMPANY FEDERATED INCORPORATED