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Section
A. Recognition and Coverage
1.
The Company recognizes the
Union
as the exclusive
representative of a bargaining unit made up of production, maintenance,
office, technical and clerical employees of the Company, excluding only
managers, confidential employees, supervisors and guards as defined
under the National Labor Relations Act.
Individuals in the bargaining unit shall be known as
“Employees.” Individuals
who are employed by the Company and are not in the bargaining unit shall
be known as “non-bargaining unit employees.”
Individuals who are in the bargaining unit and those who are not
in the bargaining unit shall be known collectively as “employees.”
2.
Except as expressly provided herein, the provisions of this BLA
constitute the sole procedure for the processing and settlement of any
claim by an Employee or the
Union
of a violation by the Company of this Agreement.
As the representative of the Employees, the
Union
may process grievances through the grievance procedure, including
arbitration, in accordance with this BLA or may adjust or settle same.
3.
When the Company establishes a new or changed job whose duties
include a material level of production, maintenance, office, technical
or clerical work; the resulting job shall be considered a job covered
within the bargaining unit; provided that where non-bargaining unit
duties are added to a job in the bargaining unit on a temporary basis,
they may be withdrawn.
4.
It is understood that supervisors at a plant shall not perform
work on a job normally performed by the bargaining unit except:
a.
experimental work;
b.
demonstration work performed for the purpose of instructing and
training Employees;
c.
work required by conditions which, if not performed, might result
in interference with operations, bodily injury or loss or damage to
material or equipment; and
d.
work that would be unreasonable to assign to an Employee or which
is negligible in amount.
5.
If an individual other than an Employee performs work in
violation of Paragraph 4 and the Employee who otherwise would have
performed this work can reasonably be identified, the Company shall pay
such Employee his/her applicable Regular Rate of Pay for the time
involved or for four (4) hours, whichever is greater.
6.
An Employee assigned as a temporary foreman or supervisor will
not issue discipline to Employees, provided that this provision will not
prevent a temporary foreman or supervisor from relieving an Employee
from work for the balance of the turn for alleged misconduct. An
Employee will not be called by either party in the grievance procedure
or arbitration to testify as a witness regarding any events involving
discipline which occurred while the Employee was assigned as a temporary
foreman or supervisor.
ARTICLE TWO – UNION SECURITY
Section B. Union
Membership and Dues Checkoff
1.
Each Employee who, on the effective date of this provision, is a
member of the
Union
and each Employee
who becomes a member after that date shall, as a condition of
employment, maintain membership in the
Union
.
Each Employee who is not a member of the
Union
on the effective
date of this provision and each Employee who is hired thereafter shall,
as a condition of employment, beginning on the thirtieth (30th)
day following the beginning of such employment or the effective date of
this provision, whichever is later, acquire and maintain membership in
the
Union
.
2.
Should the above provision be unenforceable for any reason, then,
to the extent permitted by law, each Employee who would be required to
acquire or maintain membership in the Union if the provision in
Paragraph 1 above could lawfully be enforced, and who fails voluntarily
to acquire or maintain membership in the Union, shall be required, as a
condition of employment, beginning on the thirtieth (30th)
day following the beginning of such employment or the effective date of
this provision, whichever is later, to pay to the Union each month a
service charge as a contribution towards the Union’s collective
bargaining representative expenses.
The amount of the service charge, including an initiation fee if
applicable, shall be as designated by the International Union
Secretary-Treasurer.
3.
Wherever Paragraph 1 or 2 above is applicable:
a.
The Company will check off monthly dues or service charges,
including, where applicable, initiation fees and assessments, each in
amounts as designated by the International Union Secretary-Treasurer,
effective upon receipt of individually signed voluntary checkoff
authorization cards. The
Company shall within ten (10) days remit any and all amounts so deducted
to the International Union Secretary-Treasurer with a completed summary
of USWA Form R-115 or its equivalent.
b.
At the time of employment, the Company will suggest that each new
Employee voluntarily execute an authorization for the checkoff of
amounts due or to be due under Paragraph 1 or 2 above.
A copy of the card will be forwarded at the time of signing to
the Financial Secretary of the Local Union.
c.
The Union will be notified of the amount transmitted for each
Employee (including the hours and earnings used in the calculation of
such amount) and the reason for non-transmission, such as in the case of
interplant transfer, layoff, discharge, resignation, leave of absence,
sick leave, retirement, death or insufficient earnings.
d.
The International Union Secretary-Treasurer shall notify the
Company in writing of any Employee who is in violation of any provision
of Paragraph 1 or 2 above.
e.
The
Union
shall indemnify the Company and hold it harmless against any and all
claims, demands, suits and liabilities that shall arise out of or by
reason of any action taken by the Company for the purpose of complying
with the foregoing provisions.
ARTICLE TWO – UNION SECURITY
Section C. PAC and
SOAR Checkoff
1.
The Company will deduct Political Action Committee (PAC)
contributions for active Employees who have submitted authorization for
such deductions from their wages and for retirees who have submitted
authorization for such deductions from their pension.
Such deductions shall be on a form reasonably acceptable to the
Company and shall be promptly remitted to the Secretary-Treasurer of the
USWA PAC Fund.
2.
For retirees who are or wish to become members of the
Steelworkers Organization of Active Retirees (SOAR) and who have
submitted authorization for such deductions from their pension, the
Company will deduct SOAR dues from their pension.
Such deductions shall be on a form reasonably acceptable to the
Company and shall be promptly remitted to the International Union
Secretary-Treasurer.
ARTICLE
TWO – UNION SECURITY
Section
D. Successorship
1.
The Company agrees that it will
not sell, convey, assign or otherwise transfer, using any form of
transaction (any of the foregoing, a Sale), any plant or significant
part thereof which is covered by this Agreement to any other party
(Buyer), unless the following conditions have been satisfied prior to
the closing date of the Sale:
a.
the
Buyer shall have entered into an agreement with the
Union
recognizing it as
the bargaining representative for the Employees working at the plant(s)
to be sold; and
b.
the
Buyer shall have entered into an agreement with the
Union
establishing the terms and conditions of employment to be
effective as of the closing date of the
Sale
.
2.
The Company agrees that it will not consummate any transaction
resulting in a Change of Control of the Company (a Transaction) unless
the ultimate parent company of the entity which gains control (Newco)
has satisfied the following conditions prior to the consummation of the
Transaction:
a.
Newco
shall have recognized the
Union
as the bargaining
representative for the Employees working at the plant(s) which are
involved in the Transaction;
b.
Newco
shall have provided the
Union
with reasonable
assurances that it has both the willingness and financial wherewithal to
honor the commitments contained in all of the agreements between the
Company and the
Union
applicable to the
assets acquired (All USWA Agreements);
c.
In
transactions not subject to paragraph d below, Newco shall have assumed
all USWA Agreements; and
d.
In the event the Transaction occurs less than three (3) years
before the Termination Date, Newco shall have either:
(1)
entered into an agreement with the
Union
establishing the terms and conditions of employment to be effective upon
the consummation of the Transaction; or
(2)
at
the USWA's option, either
(a)
assumed All USWA Agreements applicable to the assets acquired, or
(b)
assumed All such USWA Agreements
and extended them for a period of at least three (3) years beyond their
then-scheduled expiration with the terms and conditions of the period of
the extension to be determined, absent a negotiated agreement, by final
offer interest arbitration.
The
Union
shall
provide Newco with notice of the choice of its option prior to the
consummation of the Transaction.
3.
Change of Control is defined as the gaining by any person or
group of persons (as the term person is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) (Person) of the
power to direct the management and policies of the Company (other than
Persons having such power as of the Effective Date).
4.
This
Section shall not apply to any transactions solely between the
Company and any of its Affiliates, nor to a public offering of
registered securities.
5.
If
the common stock of the Company is publicly traded on a nationally
recognized stock exchange, then this Section shall not apply to any
Transaction that results from an unsolicited tender offer or similar
unsolicited transaction. This
Section shall, however, apply in case of any merger or other consensual
Transaction, regardless of whether that consensual Transaction results
from an initial unsolicited offer.
6.
Notwithstanding
the provisions of Article One, Section B (Term of the Agreement), this
Section shall expire one (1) year after the Termination Date.
ARTICLE
TWO – UNION SECURITY
Section
E. Neutrality
1.
Introduction
The
Company and the
Union
have developed a
constructive and harmonious relationship built on trust, integrity and
mutual respect. The parties
place a high value on the continuation and improvement of that
relationship.
2.
Neutrality
a.
To underscore the Company’s commitment in this matter, it
agrees to adopt a position of Neutrality regarding the unionization of
any employees of the Company.
b.
Neutrality means that, except as explicitly provided herein, the
Company will not in any way, directly or indirectly, involve itself in
any matter which involves the unionization of its employees, including
but not limited to efforts by the Union to represent the Company’s
employees or efforts by its employees to investigate or pursue
unionization.
c.
The Company’s commitment to remain neutral as defined above may
only cease upon the Company demonstrating to the arbitrator under
Paragraph 7 below that in connection with an Organizing Campaign (as
defined in Paragraphs 3(a) through 3(c) below) the Union is
intentionally or repeatedly (after having the matter called to the
Union’s attention) materially misrepresenting to the employees the
facts surrounding their employment or is unfairly demeaning the
integrity or character of the Company or its representatives.
3.
Organizing Procedures
a.
Prior to the Union distributing authorization cards to
non-represented employees at a facility owned, controlled or operated by
the Company, the Union shall provide the Company with written
notification (Written Notification) that an organizing campaign
(Organizing Campaign) will begin. The
Written Notification will include a description of the proposed
bargaining unit.
b.
The Organizing Campaign shall begin immediately upon provision of
Written Notification and continue until the earliest of:
(1) the Union gaining recognition under Paragraph 3(d)(5) below;
(2) written notification by the Union that it wishes to discontinue the
Organizing Campaign; or (3) ninety (90) days from provision of Written
Notification to the Company.
c.
There shall be no more than one (1) Organizing Campaign in a
bargaining unit in any twelve (12) month period.
d.
Upon Written Notification the following shall occur:
(1)
Notice Posting
The
Company shall post a notice on all bulletin boards of the facility where
notices are customarily posted as soon as the Unit Determination
Procedure in Paragraph 3(d)(3) below is completed.
This notice shall read as follows:
“NOTICE TO EMPLOYEES
We have been formally advised that the United
Steelworkers of America is conducting an organizing campaign among
certain of our employees. This
is to advise you that:
1.
The Company does not oppose collective bargaining or the
unionization of our employees.
2.
The choice of whether or not to be represented by a union is
yours alone to make.
3.
We will not interfere in any way with your exercise of that
choice.
4.
The
Union
will conduct its organizing effort over the next ninety (90) days.
5.
In their conduct of the organizing effort, the
Union
and its representatives are prohibited from misrepresenting the facts
surrounding your employment. Nor
may they unfairly demean the integrity or character of the Company or
its representatives.
6.
If the
Union
secures a simple majority of authorization cards of the employees in
[insert description of bargaining unit provided by the
Union
]
the Company shall recognize the
Union
as the exclusive representative of such employees without a secret
ballot election conducted by the National Labor Relations Board.
7.
The authorization cards must unambiguously state that the signing
employees desire to designate the
Union
as their exclusive representative.
8.
Employee signatures on the authorization cards will be
confidentially verified by a neutral third party chosen by the Company
and the
Union
.”
Following receipt of Written
Notification, the Company may only communicate to its employees on
subjects which directly or indirectly concern unionization on the issues
covered in the Notice set forth above or raised by other terms of this
Neutrality Section and consistent with this Section and its spirit and
intent.
(2)
Employee Lists
Within
five (5) days following Written Notification, the Company shall provide
the
Union
with a complete list
of all of its employees in the proposed bargaining unit who are eligible
for Union representation. Such
list shall include each employee’s full name, home address, job title
and work location. Upon the
completion of the Unit Determination Procedure described in Paragraph
3(d)(3) below, an amended list will be provided if the proposed unit is
changed as a result of such Unit Determination Procedure.
Thereafter during the Organizing Campaign, the Company will
provide the
Union
with updated lists
monthly.
(3)
Determination of Appropriate Unit
As
soon as practicable following Written Notification, the parties will
meet to attempt to reach an agreement on the unit appropriate for
bargaining. In the event
that the parties are unable to agree on an appropriate unit, either
party may refer the matter to the Dispute Resolution Procedure contained
in Paragraph 7 below. In
resolving any dispute over the scope of the unit, the arbitrator shall
apply the principles used by the National Labor Relations Board.
(4)
Access to Company Facilities
During
the Organizing Campaign the Company, upon written request, shall grant
continuous access to well-traveled areas of its facilities to the
Union
for the purpose of
distributing literature and meeting with unrepresented Company
employees. Distribution of
Union literature shall not compromise safety or production or
unreasonably disrupt ingress or egress or the normal business of the
facility. Distribution of
Union literature and meetings with employees shall be limited to
non-work areas during non-work time.
(5)
Card Check/Union Recognition
(a)
If, at any time during an Organizing Campaign which follows the
existence of a substantial and representative complement of employees in
any unit appropriate for collective bargaining, the Union demands
recognition, the parties will request that a mutually acceptable neutral
(or an arbitrator from the American Arbitration Association if no
agreement on a mutually acceptable neutral can be reached) conduct a
card check within five (5) days of the making of the request.
(b)
The neutral shall confidentially compare the authorization cards
submitted by the
Union
against original
handwriting exemplars of the entire bargaining unit furnished by the
Company. If the neutral
determines that a simple majority of eligible employees has signed cards
which unambiguously state that the signing employees desire to designate
the Union as their exclusive representative for collective bargaining
purposes, and that cards were signed and dated during the Organizing
Campaign, then the Company shall recognize the Union as the exclusive
representative of such employees without a secret ballot election
conducted by the National Labor Relations Board.
(c)
The list of eligible employees submitted to the neutral shall be
jointly prepared by the
Union
and the Company.
4.
Hiring
a.
The Company shall, at any facility which it builds or acquires,
give preference in hiring to qualified employees of the Company then
accruing Continuous Service under the Agreement. In choosing between
qualified applicants, the Company shall apply standards established by
Article Five, Section E (Seniority) of the Agreement.
b.
The hiring provision set forth above shall not apply where the
employer for the purposes of collective bargaining is or will be a
Venture (as defined in Paragraph 5(a) below); provided, however, that in
a case where a Venture could have an adverse impact on employment
opportunities for then current Employees, then the hiring provision set
forth above shall apply to such Venture as well.
c.
Before implementing Paragraphs 4(a) and (b), the Company and the
Union
will decide how this preference will be applied.
d.
In determining whether to hire any
applicant (whether or not such applicant is an Employee covered by the
Agreement), the Company shall refrain from using any selection procedure
which, directly or indirectly, evaluates applicants based on their
attitudes or behavior toward unions or collective bargaining.
5.
Definitions and Scope of this Agreement
a.
Rules with Respect to Affiliates and Ventures
(1)
For purposes of this Section, the Company includes (in addition
to the Company) any entity which is:
(a)
engaged in (1) the mining, refining, production, processing,
transportation, distribution or warehousing of raw materials used in the
making of steel; or (2) the making, finishing, processing, fabricating,
transportation, distribution or warehousing of steel; and
(b)
either an Affiliate or Venture of
the Company.
(2)
An Affiliate shall mean any business enterprise that Controls, is
under the Control of, or is under common Control with ISG.
Control
of a business enterprise shall mean possession, directly or indirectly,
of either:
(a)
fifty percent (50%) of the equity of the enterprise; or
(b)
the power to direct the management and policies of said
enterprise.
(3)
Venture shall mean a business enterprise in which the Company
owns a material interest.
b.
Rules With Respect to Existing Affiliates and Ventures
The
Company agrees to cause all of its existing Affiliates and/or Ventures
that are covered by the provisions of Paragraph 5(a)(1)(a) above, to
become a party/parties to this Section and to achieve compliance with
its provisions.
c.
Rules with Respect to New Affiliates and Ventures
The
Company agrees that it will not consummate a transaction which would
result in the Company having or creating (1) an Affiliate or (2) a
Venture, without ensuring that the New Affiliate and/or New Venture, if
covered by the provisions of Paragraph 5a(1)(a) above, agrees to and
becomes bound by this Section.
d.
In the event that an Affiliate or Venture is not itself engaged
in the operations described in Paragraph 5(a)(1)(a) above, but has an
Affiliate or Venture that is engaged in such operations, then such
Affiliate or Venture shall be covered by all provisions of this Section.
6.
Bargaining in Newly-Organized Units
Where
the
Union
is
recognized pursuant to the above procedures, the first collective
bargaining agreement applicable to the new bargaining unit will be
determined as follows:
a.
The employer and the
Union
shall meet within fourteen (14) days following recognition to begin
negotiations for a first collective bargaining agreement covering the
new unit. In these
negotiations the parties shall bear in mind the wages, benefits and
working conditions in the most comparable operations of the Company (if
any comparable operations exist), and those of unionized competitors to
the facility in which the newly recognized unit is located.
b.
If after ninety (90) days following recognition the parties are
unable to reach agreement for such a collective bargaining agreement,
they shall submit those matters that remain in dispute to the Chair of
the Union Negotiating Committee and the Chair of the Company Negotiating
Committee, who shall use their best efforts to assist the parties in
reaching a collective bargaining agreement.
c.
If after thirty (30) days following the submission of outstanding
matters the parties remain unable to reach a collective bargaining
agreement, the matter may be submitted to final offer interest
arbitration in accordance with procedures to be developed by the
parties.
d.
If interest arbitration is invoked, it shall be a final offer
package interest arbitration proceeding.
The interest arbitrator shall have no authority to add to,
detract from or modify the final offers submitted by the parties, and
the arbitrator shall not be authorized to engage in mediation of the
dispute. The arbitrator
shall select one or the other of the final offer packages submitted by
the parties on the unresolved issues.
The interest arbitrator shall select the final offer package
found to be the more reasonable when considering (1) the negotiating
guidelines described in Paragraph 6(a) above, (2) any matters agreed to
by the parties and therefore not submitted to interest arbitration and
(3) the fact that the collective bargaining agreement will be a first
contract between the parties. The
decision shall be in writing and shall be rendered within thirty (30)
days after the close of the interest arbitration hearing record.
e.
Throughout the proceedings described above concerning the
negotiation of a first collective bargaining agreement and any interest
arbitration that may be engaged in relative thereto, the
Union
agrees that there shall be no strikes, slowdowns, sympathy strikes, work
stoppages or concerted refusals to work in support of any of its
bargaining demands. The
Company, for its part, likewise agrees not to resort to the lockout of
Employees to support its bargaining position.
7.
Dispute Resolution
a.
Any alleged violation or dispute involving the terms of this
Section may be brought to a joint committee of one (1) representative
each from the Company and the
Union
.
If the alleged violation or dispute cannot be satisfactorily
resolved by the parties, either party may submit such dispute to the
arbitrator. A hearing shall
be held within ten (10) days following such submission and the
arbitrator shall issue a decision within five (5) days thereafter.
Such decision shall be in writing and need only succinctly
explain the basis for the findings.
All decisions by the arbitrator pursuant to this article shall be
based on the terms of this Section and the applicable provisions of the
law. The arbitrator’s
remedial authority shall include the power to issue an order requiring
the Company to recognize the
Union
where, in all the circumstances, such an order would be appropriate.
b.
The arbitrator’s award shall be final and binding on the
parties and all employees covered by this Section.
Each party expressly waives the right to seek judicial review of
said award; however, each party retains the right to seek judicial
enforcement of said award.
c.
For any dispute under this Section and the interest arbitration
procedure described in Paragraph 6 above, the parties shall choose the
arbitrator from the list of arbitrators described in Article Five,
Section I (Adjustment of Grievances), Paragraph 6, contacting them in
the order listed, and retaining the first to indicate an ability to
honor the time table set forth above for the hearing and the decision.
ARTICLE
TWO – UNION SECURITY
1.
Guiding Principle
a.
The Guiding Principle is that the Company will use Employees to
perform any and all work which they are or could be capable (in terms of
skill and ability) of performing (Bargaining Unit Work), unless the work
meets one of the exceptions outlined in Paragraph 2 below.
b.
Any
individual or entity other than an Employee who performs Bargaining Unit
Work shall be referred to herein as an Outside Entity.
2.
Exceptions
In
order for work to qualify as an exception to the Guiding Principle, such
work must meet all aspects of one of the definitions outlined below and
the Company must be in full compliance with all of the requirements of
the particular exception as outlined below.
a.
Work Performed In or Around the Plant
(1)
New Construction Work
New
Construction Work is that portion of the work associated with
significant (in the context of the facility) capital projects involving
the installation, replacement or reconstruction of any equipment or
productive facilities which (a) is not primarily maintenance; (b) does
not involve bundling the work of separate projects which could be done
separately; (c) does not involve any work not directly related to the
project in question; and (d) is not regular, normal, routine, day-to-day
or ongoing.
The
Company may use Outside Entities to perform New Construction Work.
Surge
Maintenance Work is that portion of maintenance and repair work which is
required by bona fide operational needs performed on equipment where the
Company temporarily uses Outside Entities to supplement bargaining unit
forces and where: (a) the use of Outside Entities would materially
reduce the downtime of the equipment; and (b) the work cannot reasonably
be performed by bargaining unit forces.
The
Company may use Outside Entities to perform Surge Maintenance Work
provided that the Company has offered all reasonable and appropriate
requested overtime to all qualified Employees who, by working such
overtime, could reduce the amount of Surge Maintenance Work performed by
Outside Entities in an efficient manner.
b.
Work Performed Outside the Plant or its Environs
(1)
Fabrication and Repair Work
Fabrication
Work is the creation outside of the plant or its environs of items or
parts used in the Company’s business which are not themselves, either
directly or after additional work is performed on them, sold to
customers. Repair Work is
the repair, renovation or reconstruction of those items.
Fabrication
and Repair Work may be performed by Outside Entities only where the
location of the work’s performance is for a bona fide business purpose
and the Company can demonstrate a meaningful sustainable economic
advantage to having such work performed by an Outside Entity.
In
determining whether a meaningful sustainable economic advantage exists,
neither lower wage rates, if any, of the Outside Entity, nor the lack of
necessary equipment (unless the purchase, lease or use of such equipment
would not be economically feasible) shall be a factor.
(2)
Production Work
The
Company may use Outside Entities to perform production work outside the
plant and its environs provided the Company demonstrates that it is
utilizing plant equipment to the maximum extent consistent with
equipment capability and customer requirements and the Company is making
necessary capital investments to remain competitive in the steel
business and is in compliance with Article Eleven, Section B (Investment
Commitment).
c.
Warranty Work
Warranty
Work is work which is not a service contract or replacement program and
which is performed pursuant to a pre-existing warranty on new or
rehabilitated equipment or systems (1) in order to assure that seller
representations will be honored at no additional cost to the Company;
(2) within eighteen (18) months of the installation of such warranted
equipment unless longer warranties are the manufacturer’s published
standard warranties offered to customers in the normal course of
business; and (3) for the limited time necessary to make effective
seller guarantees that such equipment or systems are free of errors or
will perform at stated levels of performance.
The
Company may use Outside Entities to perform Warranty Work provided the
guarantor of the Warranty Work is responsible for the cost of such work.
3.
Commitment
In
addition to the understandings described in Paragraphs 1 and 2 above,
the Company agrees that:
a.
where total hours worked by employees of Outside Entities in or
outside the plant reach or exceed the equivalent of one (1) full time
employee, defined as forty (40) hours per week over a period of time
sufficient to indicate that the work is full time, the work performed by
Outside Entities will be assigned to Employees and the number of
Employees will be appropriately increased if necessary, unless the
Company is able to clearly demonstrate that the work cannot be performed
by the addition of an Employee(s), or that assignment of the work to
Employees would not be
economically feasible. In determining whether the assignment of the work
to Employees is or is not economically feasible, the lower wage rates,
if any, of an Outside Entity shall not be a factor.
b.
The
parties agree that the Union may at any time enforce the obligations
described above, irrespective of the Company’s compliance with any
other obligation in this Section or any other part of the Agreement, and
that an arbitrator shall specifically require the Company to meet the
above Commitment, including imposing hiring orders and penalties.
c.
The
Company shall supply the Bargaining Unit Work Committee (as defined
below) with all requested information regarding compliance with the
Commitment.
4.
Bargaining Unit Work Committee
At
each plant a committee consisting of four (4) individuals, two (2)
individuals designated by each of the parties, shall be constituted to
serve as the Bargaining Unit Work Committee.
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