Centurion Auto Transport, Inc.

National Labor Relations Board - Board Decisions

Sep 30, 1999

329 N.L.R.B. 394 (N.L.R.B. 1999)

DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 394
Centurion Auto Transport, Inc., Southeast Drivers,
Inc., Eagle Auto Transport, Inc. and Automobile
Transport Clearinghouse, Inc. and Teamsters
Local Union No. 512, International Brotherhood
of Teamsters, AFL–CIO, Petitioner. Case 12–
RC–7744
September 30, 1999
DECISION AND DIRECTION OF ELECTION
BY CHAIRMAN TRUESDALE AND MEMBERS FOX
AND LIEBMAN
Upon a petition filed under Section 9(c) of the Na-
tional Labor Relations Act, a hearing was held on various
dates from June through December 1994 before a duly
designated hearing officer of the National Labor Rela-
tions Board. On December 27, 1994, pursuant to Section
102.67(h) of the Board’s Rules and Regulations, this case
was transferred to the Board for decision. The Employ-
ers and the Petitioner have filed briefs.
The National Labor Relations Board has delegated its
authority in this proceeding to a three-member panel.
Having carefully reviewed the entire record in this
proceeding, including the posthearing briefs filed by the
parties, the Board makes the following findings:
1. The hearing officer’s rulings made at the hearing
are free from prejudicial error and are affirmed.
2. Each of the Employers is engaged in commerce
within the meaning of the Act and it will effectuate the
policies of the Act to assert jurisdiction.
3. The labor organization involved claims to represent
certain employees of the Employers.
4. A question affecting commerce exists concerning
the representation of certain employees of the Employers
within the meaning of Section 9(c)(1) and Section 2(6)
and (7) of the Act.
5. The Petitioner, Teamsters Local Union No. 512, In-
ternational Brotherhood of Teamsters, AFL–CIO (Team-
sters Local 512), seeks to represent a unit of all full-time
and regular part-time drivers, including loading employ-
ees, who are employed in Jacksonville, Florida, by four
companies that the Petitioner claims are a single or joint
employer. Those companies are: Centurion Auto Trans-
port, Inc. (Centurion), Southeast Drivers, Inc. (SED),
Eagle Auto Transport, Inc. (Eagle), and Automobile
Transport Clearinghouse, Inc. (ATC).
Centurion is engaged in the interstate transportation of
vehicles for automobile importers. It owns tractors and
trailers specially designed for car hauling. Centurion
leases drivers from SED and from Eagle to drive its
trucks and transport cars to dealerships. Centurion also
leases owner/operators to transport cars. Harold Shafer
is the president and sole stockholder of Centurion. Dan-
iel Waldrop is on Centurion’s board of directors.
SED is a driver leasing company which leases drivers
solely to Centurion. SED employs about 160 employees,
approximately 145 of whom are truckdrivers and loading
employees. There are 20 drivers located in an SED facil-
ity in Commerce, Georgia, about 300 miles from the
Jacksonville facility where the rest of SED employees
work. SED is 60-percent owned by employees, who
possess all shares of class A voting common stock. The
remaining 40 percent of the Company is owned by Har-
old Shafer and Daniel Waldrop, who hold all shares of
class B voting common stock. At the time of the hear-
ing, Waldrop was president of SED.
Eagle is also in the business of leasing drivers to Cen-
turion to operate car-hauling trucks. In addition, Eagle
leases trucks from another company and employs drivers
and loading employees to transport cars on those trucks.
At the time of the hearing, Eagle employed about 35 to
40 drivers. Vicki Shafer, wife of Harold Shafer, owns 75
percent of Eagle’s stock. Harold Shafer owns 5 percent.
Carrie Shafer, the daughter of Harold Shafer and step-
daughter of Vicki Shafer, owns 20 percent. At the time
of the hearing, Vicki Shafer was president of Eagle and
Carrie Shafer was corporate secretary.
ATC has contracts with several automobile importers,
including Toyota, its largest customer, Isuzu, Volvo,
Volkswagen and Mercedes, who pay ATC to find car
haulers to transport their cars to dealerships. ATC bro-
kers freight from its customers to Centurion and, when
Centurion does not have enough drivers from SED, Ea-
gle, or owner/operators, ATC brokers the freight to ap-
proximately 65 other companies. ATC also dispatches
the transportation of freight for its customers. In De-
cember 1992, ATC contracted with Centurion to dispatch
all SED and Eagle drivers leased to Centurion. Vicki
Shafer owns ATC.
As stated, the Petitioner contends that the four Compa-
nies are either a single or joint employer and that a unit
of drivers and loading employees working at a Jackson-
ville, Florida facility would be appropriate for collective-
bargaining representation. The Petitioner acknowledges
that employees own all the class A stock in SED, but
claims that the employees do not effectively control the
management of SED because of control over that Com-
pany’s operations exerted by the common management
of all four companies in the alleged single- or joint-
employer relationship.1
SED’s position is that it is neither a single nor joint
employer with Centurion, Eagle, or ATC. In addition,
SED asserts that it is inappropriate to include any of
SED’s employee/stockholders in a unit for purposes of a
representation election because those individuals are
managerial employees who participate in the formulation
and determination of SED’s company policies by virtue
of their ability to elect a majority of the board of direc-

1 The Petitioner has expressed a willingness to represent a number of
alternative bargaining units if the Board does not agree with its posi-
tions on the several issues contested here.
329 NLRB No. 42
CENTURION AUTO TRANSPORT 395
tors. In the alternative, SED contends that an appropriate
unit must include its drivers located in Commerce, Geor-
gia, in addition to the employees located in Jacksonville,
Florida. SED also takes the position that its loading yard
supervisors and loading yard trainer are supervisors
within the meaning of Section 2(11) of the Act.
Eagle contends that it is not a joint or single employer
with Centurion, SED, or ATC. Therefore, it asserts that
the only appropriate unit with respect to Eagle would be
limited to its drivers in Jacksonville, Florida. Centurion
and ATC likewise disclaim any single- or joint-employer
relationship with other companies and contend that they
should be dismissed from the petition because they do
not have any employees in the petitioned-for unit. Cen-
turion agrees with SED and Eagle that there should be
separate units for each Company and that the SED bar-
gaining unit should include the Commerce facility driv-
ers.
As framed by the parties’ contentions, the issues pre-
sented to the Board are: whether Centurion, SED, Eagle,
and ATC are a single or joint employer; whether the SED
employee/stockholders are managerial employees who
should be excluded from any bargaining unit of statutory
employees; whether any appropriate unit must include
SED’s drivers at the Commerce facility; and whether
SED’s loading yard supervisors and loading yard trainer
are supervisors within the meaning of Section 2(11) of
the Act. For the reasons discussed below, we find that
the four companies are a single employer, that SED em-
ployee/stockholders are not managerial employees, that a
single location unit limited to Jacksonville employees is
appropriate, and that SED’s loading yard supervisors and
trainer are bargaining unit employees, not 2(11) supervi-
sors. We shall therefore direct an election in the appro-
priate bargaining unit which the Petitioner seeks to repre-
sent.
The Single Employer Issue2
A single-employer relationship exists when two or
more employing entities are in reality part of a single-
integrated enterprise. Four criteria determine whether a
single-employer relationship exists: (1) common owner-
ship; (2) common management; (3) functional interrela-
tion of operations; and (4) centralized control of labor
relations.3 Not all of these criteria need to be present to
establish single-employer status.4
Single-employer status ultimately depends on “all the
circumstances of a case” and is characterized by the ab-
sence of the “arm’s length relationship found among un-

2 In light of our finding, discussed infra, that the four companies
constitute a single employer, we find no need to address the issue
whether they are a joint employer of the bargaining unit employees.
3 Broadcast Employees NABET Local 1264 v. Broadcast Service of
Mobile, 380 U.S. 255 (1965); American Stores Packing Co., 277 NLRB
1656 (1986); Shellmaker, Inc., 265 NLRB 749, 754 (1982).
4 Denart Coal Co., 315 NLRB 850, 851 (1994), enfd. 71 F.3d 486
(4th Cir. 1995).
integrated companies.”5 It is well settled that the funda-
mental inquiry is whether there exists overall control of
critical matters at the policy level.6
Common ownership—The Shafer family has owner-
ship interests in all four companies. Harold Shafer owns
100 percent of Centurion, 36 percent of SED, and 5 per-
cent of Eagle. Harold Shafer’s wife, Vicki Shafer, owns
100 percent of ATC and 75 percent of Eagle. Carrie
Shafer, daughter of Harold and stepdaughter of Vicki
Shafer, owns 20 percent of Eagle. Daniel Waldrop,
Vicki Shafer’s uncle, owns 4 percent of SED. The only
nonfamily ownership interest is represented by the 60-
percent share of SED held by class A employee-
shareholders.
Common management—Harold Shafer is Centurion’s
chief executive and sits on SED’s board of directors.
Daniel Waldrop is SED’s president, sits on the board of
both Centurion and SED, and serves as Centurion’s chief
financial officer. Waldrop selected the various managers
and supervisors of SED, none of whom work for any of
the other Companies.7 Vicki Shafer is the president of
both ATC and Eagle. Carrie Shafer is the secretary of
Eagle and runs its day-to-day activities.
The record shows that management of one Company
has participated on many occasions in the affairs of an-
other and that Harold Shafer speaks on behalf of each of
the Companies. For example, Harold Shafer testified
that representatives from the different Companies would
attend Centurion’s management meetings. The minutes
of an October 6, 1993 SED board of directors’ meeting
show a similar situation:

Mr. Shafer spoke on behalf of ATC and informed Ms.
Burdick that ATC did not wish to directly hire (two
employees). . . due to their poor health records. . . . Mr.
Shafer did say he would present the issue at the Centu-
rion/ATC meeting. . . . Mr. Shafer and Mr. Waldrop
announced a plan to set up . . . a bonus incentive for the
drivers. Centurion feels that they should make an effort
to share the savings they will receive by constituting
the governing policy with the drivers. . . . Ms. Burdick
then discussed the confusion regarding the weekend off
policy and asked that it please be clarified. . . . Mr.
Shafer and Mr. Waldrop stated they would discuss this
policy at the Centurion Management meeting and
would try to have the policy clarified.

5 Blumenfeld Theatres Circuit, 240 NLRB 206, 215 (1979), enfd.
626 F.2d 865 (9th Cir. 1980).
6 Emsing’s Supermarket, 284 NLRB 302 (1987), citing Soule Glass
Co., 652 F.2d 1055, 1075 (1st Cir. 1981); Sakrete of Northern Califor-
nia v. NLRB, 332 F.2d 902, 907 (9th Cir. 1965), enfg. 140 NLRB 765
(1963).
7 Waldrop is paid by Centurion but not by SED. He received a con-
sulting fee of $10,000 from SED in 1992, but, upon advice of counsel,
returned a “bonus check” he received from SED in November 1994.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 396
Interrelation of Operations—A high degree of func-
tional integration exists among the four Companies in
providing car hauling services for automobile importers.
In simplest terms, Centurion provides the trucks and
trailers, SED and Eagle provide the drivers, and ATC
provides the customers and dispatch services. SED and
Eagle each have separate contracts with Centurion.
There is no written contract between Centurion and
ATC. The dispatch regulations were formulated by input
from all the Companies.
All four Companies have the same address and share a
receptionist. The offices of Centurion, Eagle, and ATC
are located in the same building on the same floor. Al-
though SED’s offices are located in a separate building,
the drivers’ breakroom is located in the same building as
the offices of Centurion, Eagle, and ATC. Eagle and
SED drivers turn in their logbooks to the ATC dispatch
office. Carrie Shafer, ostensibly working for Eagle, has
sent out memos to all drivers on Centurion letterhead on
behalf of Centurion.8 ATC computers are linked with
SED computers and all information concerning loads,
designation of drivers, back hauls, and claim information
are transmitted through the computers. Eagle drivers
were given Centurion business cards which contained
phone numbers for ATC dispatch and SED. All Compa-
nies send memos to all drivers. The employees of Centu-
rion, ATC, and Eagle have the same health insurance.
Eagle and SED drivers wear essentially the same uni-
form, i.e., Centurion coveralls. Centurion’s business
advertisements contain SED’s telephone number.
There has been significant interchange among the em-
ployees of all four Companies. Drivers have quit one
Company and then been employed by the other. When
Eagle was formed, approximately 10 to 15 employees
moved from SED to Eagle over a 6-month period. When
they came to Eagle, these drivers were given credit for
their work experience with SED with regard to vacations
and the 401(k) program. Eagle did not retrain them and
accepted SED’s quality classification of the drivers. In
another example of interchange, 21 of the 32 Centurion
owner-operators at the time of the hearing had trans-
ferred since 1991 from positions as SED drivers. In yet
another example, SED leased two dispatchers to ATC.
There was no written agreement for this transaction.
There is also substantial daily interaction among the
employees of all four Companies. Centurion’s shop per-
forms the maintenance and repairs at SED’s offices.
Eagle and SED drivers for Centurion attend the same
training class. They can verify their production reports
through either the Eagle office or Centurion’s office.

8 According to Carrie Shafer, she uses Centurion’s letterhead be-
cause she looks out for and acts on behalf of her father, Harold Shafer,
when he is out of town. She testified that Harold Shafer gave her au-
thority “to sign memos or to take care of things that I feel like I’m able
to take care of when he is not in town,” although she usually consults
with him.
Shuttle van drivers employed by SED shuttle both SED
and Eagle drivers, as well as Centurion owner-operators.
If an Eagle or SED driver has a problem with a truck, the
driver reports directly to Centurion mechanics. All em-
ployees share the same breakroom.
Centralized Control of Labor Relations—Centurion
gives instructions to drivers and directs drivers to per-
form specific tasks pursuant to customers’ requests.
Thus, Centurion directs drivers on how to tie down cars
properly, especially when new models of imported cars
arrive, and how to move and load cars in a manner that is
least likely to scratch or damage cars. Drivers direct
employment-related questions about such matters as
claims, damages, bids for trucks, equipment, and disci-
pline to Centurion’s operations manager.
ATC gives directions to these drivers regularly. ATC
administers, monitors, and enforces a common set of
dispatch rules for all SED and Eagle drivers.9 Normally
the drivers select which load they want and decide when
they will arrive at their destination, but ATC overrides
this process when it must meet specific time deadlines
for certain loads. ATC also determines if drivers have to
work weekends and notifies the drivers by posting a no-
tice in the dispatch office.
SED’s president and managers have the authority to
hire, fire, discipline, set wage rates, and establish benefits
for SED employees.10 SED also has its own application
process, background checks, employee handbook, and
drug policy. Centurion has the right to refuse to accept
any driver, although it cannot fire or discipline a driver.
Instead, Centurion notifies SED of driver complaints or
other problems and SED independently investigates and
determines discipline. Several SED drivers who were
forbidden to drive Centurion trucks are still employed by
SED in other capacities. ATC also reports driver viola-
tions of dispatch rules to SED. On occasion, ATC will
recommend discipline but it has no authority to carry it
out. SED will independently investigate any alleged
violation and may not follow ATC’s recommendations.
Eagle interviews, hires, fires, and disciplines its own
drivers. Centurion and ATC may report driver viola-
tions, recommend discipline, or refuse a truck, but, as
with SED, only Eagle can impose discipline including
firing. Although SED and Eagle establish their own
9 We deny the Petitioner’s request to reverse the hearing officer’s re-
jection of P. Exh. 133, a letter from Thomas Nazworth, safety director
for SED, to ATC employee Terry Kiger, about clarifying the dispatch
rules, as probative on the issue of which Company controlled the dis-
patch rules.
10 There is, however, some interchange of responsibilities regarding
benefits among the Companies. Thus, Terry Kiger, an ATC employee,
after consulting with Linda Moffett, a quality control employee of
Centurion, determined the payment time period for an extra incentive
plan for delivery of damage-free cars offered by one customer, Volvo
Cars of North America, that applied to all drivers. (Also, as part of her
duties Linda Moffett supervises the 401(k) plan for both Centurion and
SED.) Rick Whitmore, a claims employee for Centurion, devised an-
other incentive program for the drivers.
CENTURION AUTO TRANSPORT 397
policies, management of both Companies frequently con-
fer and share information, and thus some policies are
very similar. In fact, SED adopted Eagle’s drug testing
policy.
Documents submitted by the Petitioner at the hearing
indicate that the various Companies confer about labor
relations matters. Thus, Petitioner’s exhibits show that
SED sought input from Centurion about how to handle
employee grievances, and that ATC sent numerous
memos to drivers on Centurion letterhead concerning
weekends off, lump sum payments to drivers for dam-
age-free cars, and various requirements Centurion had
for the drivers.
Significantly, the record demonstrates the substantial
control exerted by Harold Shafer and Daniel Waldrop,
Centurion’s principal officers, over the labor relations
policies for all Companies. Harold Shafer and/or Wal-
drop were ultimately responsible for: the discharge of
one of SED’s vice presidents; the transfer of dispatching
functions for SED and Eagle drivers to ATC; the adop-
tion of a new classification system for the SED drivers
and a general upgrading of these drivers within a speci-
fied time; the implementation of a new weekend off
policy; the direction to terminate all drivers with per-
formance levels below acceptable; the leasing of SED
employees to ATC to perform dispatch functions; the
shifting of the training of SED drivers over to Centurion
where it was then done together with the training of Ea-
gle drivers; and the making of the final decision on new
dispatch rules, with the assistance of an ATC employee.
As detailed in the following section, some of these ac-
tions affecting SED employees were taken by Harold
Shafer, as Centurion’s president, over the protests of
SED’s president.
Conclusion—It is apparent from the foregoing that the
relationship among these four Companies is a close fam-
ily one rather than one among independent Companies
dealing at “arm’s length.” There is a high degree of
functional integration. Although each Company has
some autonomy in daily management and labor relations,
the ultimate direction and policymaking function for all
companies is centralized at the upper corporate level in
the Shafer family and Daniel Waldrop (Vicki Shafer’s
uncle). Those same individuals dominate the ownership
and management of each Company. In similar circum-
stances, the Board often treats ownership by other family
members as personal ownership.11 In sum, we find that,
when considered together, the evidence relating to each
of the four criteria examined above supports finding that
a single-employer relationship exists among Centurion,
SED, Eagle, and ATC.

11 See Alexander Bistritzky, 323 NLRB 524, 525 (1997), and cases
cited therein.
Alleged Managerial Employee Status of SED Em-
ployee/Stockholders
Facts—A decade ago, SED’s sole owner, in anticipa-
tion of retirement, decided to restructure SED so that its
employees would become majority owners. On Decem-
ber 28, 1989, pursuant to a plan of reorganization and
recapitalization of Southeast drivers, all outstanding
stock in SED was surrendered for class A voting com-
mon stock (class A shares) and class B voting common
stock (class B shares). All class A shares were awarded
to employees; all class B shares were awarded to Harold
Shafer and Daniel Waldrop. Class A shares issued and
outstanding at any given time represent 60-percent own-
ership of SED; class B shares represent 40-percent own-
ership. Only employees can own class A stock.
According to SED’s corporate bylaws, a meeting of all
shareholders is held annually for the purpose of electing
a board of directors. The directors are elected by the
shareholders and hold office for 1 year unless removed.
Three of the five-member board of directors are elected
by the employees holding class A shares. Two of the
five-member board are elected by the holders of class B
shares. The board of directors annually elects the various
corporate officers who are in charge of managing the
Company.
Every employee of SED becomes a holder of class A
shares after 6 months of employment. At that time, 320
class A shares are issued automatically to each employee,
and an additional 320 class A shares are issued automati-
cally to each employee on a twice yearly basis thereafter.
At the time of the September 13, 1994 annual meeting,
SED drivers held 77 percent of these class A shares.
Since 1990, the class A shareholders have elected sev-
eral new board members, and three different people have
held the office of president. The bylaws also allow the
class A shareholders to call a special meeting at any time
they feel it necessary to remove a board member.
At the September 1994 annual meeting, SED’s drivers
cast 74 percent of the class A ballots. The effect of the
stockholders’ vote was to remove one longtime board
member and past president, Linda Burdick, and another
board member. The class A stockholders replaced these
individuals with a driver, Bobby DeFord, and with
SED’s Commerce facility manager, Ed Summersill. De-
Ford nominated Waldrop to be SED’s president, and the
new board unanimously elected him to that position.
Since 1989, four drivers have been elected to and served
on the board of directors while retaining their driving
duties; two of these have also served in the offices of
vice president of driver relations and cochair respec-
tively.
Analysis—SED and Centurion argue that the SED em-
ployee/stockholders own all the class A stock; drivers
represent 77 percent of the class A stock; class A stock-
holders elect a majority of the board of directors (three of
five); and the board elects SED’s officers who manage
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 398
the Company. These Employers therefore contend that,
based on applicable precedent,12 the petition should be
dismissed as to SED because the SED drivers should be
excluded as managerial employees from collective-
bargaining representation.
The Petitioner, however, argues that the interrelation
of the four Companies substantially limits the authority
that the SED driver/stockholders and the board members
they elect have in operating and managing SED. In par-
ticular, the Petitioner claims that the drivers’ ostensible
power to manage SED is negated by the authority
wielded over SED by nominally minority owners Harold
Shafer and Daniel Waldrop and by the other Companies
in a single employer relationship with SED. Therefore,
the Petitioner contends that the driver/stockholders do
not exercise sufficient control in the operation and man-
agement of SED to warrant their exclusion as managerial
employees from a bargaining unit of statutory employ-
ees.
We find the Petitioner’s arguments persuasive.13 Un-
der current Board law, the “mere fact than an employee
also has the rights and privileges of a stockholder is not
sufficient to debar him from availing himself in his ca-
pacity as an employee, of the rights of employees to en-
gage in concerted activities for the purposes of collective
bargaining.” Everett Plywood & Door Corp., 105 NLRB
17, 19 (1953); Coastal Plywood & Timber Co., 102
NLRB 300 (1953). “[S]tock ownership does not alone
preclude the inclusion of employee stockholders in a
collective-bargaining unit.” Red & White Airway Cab
Co., 123 NLRB 83, 85 (1959). Employee shareholders
are stripped of their right to pursue bargaining represen-
tation only where their stock ownership vests them with
“an effective voice in the formulation and determination
of corporate policy.” Id. Upper Great Lake Pilots, 311
NLRB 131, 132 (1993).14

12 Lakes Pilots Assn., 320 NLRB 168, 178–179 (1995); Sida of Ha-
waii, Inc., 191 NLRB 194 (1971).
13 We recognize that in 1991 the Board denied the Petitioner’s re-
quest for review of the Regional Director’s dismissal of a petition to
represent SED drivers on the grounds that they were managerial em-
ployees. Although the Petitioner there claimed that SED and Centurion
were a single and/or joint employer, it apparently never made the fur-
ther argument, made in this case, that such a relationship would deprive
SED’s board majority of substantial managerial authority. Further-
more, the Regional Director found no need to address the single-
employer issue, and the Petitioner did not seek review on that issue.
Having found in this case that a single-employer relationship exists, we
need not decide here whether the extra-corporate control exerted by
Harold Shafer and Waldrop over SED would warrant finding that SED
drivers are not managerial employees even in the absence of a single-
employer finding.
14 Under this test, the Board has held that employee/stockholders
need not have a collective majority ownership in order to have an effec-
tive voice in management. E.g., Brookings Plywood, 98 NLRB 794,
798 (1952). Conversely, there can be circumstances, such as are pre-
sented here, where even a majority ownership interest does not translate
into effective control of corporate policy. E.g., Upper Great Lake
Pilots, supra; Everett Plywood, supra (employee shareholders owned 76
percent of stock but were not barred from representation as their inter-
In this case, although no individual SED driver-owner
has enough stock to influence company policy, Centurion
and SED allege that the driver stockholders as a group
have such influence through their ability, by collective
share voting, to elect and remove a majority of SED’s
board of directors, and through that majority to appoint
and remove SED’s officers. While there is no evidence
that these driver-owners otherwise formulate or effectu-
ate managerial policy for SED,15 arguably, given their
60-percent ownership share in SED and their ability to
elect a majority of its board of directors, existing prece-
dent would dictate their exclusion from the coverage of
the Act as managerial employees. However, we have
found that SED is part of a single-employer enterprise
with Centurion, ATC, and Eagle. The issue presented
here, therefore, is whether the SED driver-owners are to
be deprived of statutory rights as “employees” of the
single-employer enterprise because of their stockholding
interest in SED.
In light of our single-employer finding, we conclude
that the stock ownership of SED’s drivers does not oper-
ate to preclude their exercise of section 7 rights to organ-
ize for collective bargaining.16 By virtue of the single-

est as paid workers was “at least as great” as their interest as proprie-
tors). In some cases, the Board has also relied on the factor of preferen-
tial treatment enjoyed by employee/stockholders over other employees.
E.g., Sida of Hawaii, Inc., 191 NLRB at 195. That factor is not present
in this case.
15 SED also alleged that its drivers participate directly in decisions
affecting their wages and benefits to such a degree that they should be
excluded from any bargaining unit as managerial employees. We dis-
agree. Record examples cited by SED fail to show that drivers regu-
larly formulate and effectuate corporate policy. In one instance, SED
allowed its drivers to vote, on a one-person, one-vote basis, for their
choice of health insurance plan coverage. In another instance, SED
gave each driver the individual choice, during a mandatory transition to
a new pay schedule, of shifting to the new schedule immediately or
about 9 months later. On two occasions, a group of five or six drivers
has served on a dispatch rules revision committee, but Harold Shafer,
Waldrop, and ATC dispatcher Terry Kiger made the final decision
about any revisions. Finally, SED’s officers hold periodic meetings
with drivers where general concerns (dispatch rules, health insurance,
workload, etc.) are discussed, but these meetings involve routine man-
agement-employee informational exchange.
16 Member Liebman notes that issue in this case highlights certain
conflicts between current case law and emerging forms of labor partici-
pation in corporate decision making. Given the single-employer find-
ing, however, she finds it is unnecessary to reexamine Board doctrine
on employee ownership in this case. Employee ownership arrange-
ments (e.g., employee stock ownership plans (ESOPs), 401(k) plans,
and stock option plans) have increased in recent years, as both a form
of employee incentive compensation and a mechanism for giving em-
ployees a voice in making decisions that affect their working lives. The
level of ownership and actual control given to employees under these
different arrangements may vary widely.
Member Liebman further notes that some commentators have criti-
cized the Board’s approach to employee stock ownership. In their view,
employee ownership arrangements play a vital part in a dynamic eco-
nomic climate, and Board law poses an obstacle to capitalizing fully on
these arrangements and to employee and union attempts to increase
participation through employee ownership. Citing research data show-
ing that employee ownership plans may make good economic sense for
certain firms, they argue that Board law should not stifle efforts that may
CENTURION AUTO TRANSPORT 399
employer relationship, the drivers’ majority ownership of
SED does not constitute majority ownership of the “em-
ployer” in this case. Nor do their share of voting rights
amount to effective control over management affairs of
the single-employer enterprise. In no sense can the SED
driver-owners be said to be powerful enough to effec-
tively control policy of their employer.
Of critical significance, the single-employer relation-
ship among the four Companies, dominated by the
Shafer family, including Waldrop, restricts SED’s auton-
omy and diminishes any potential for SED drivers to
influence SED’s management policy—let alone that of
the four company enterprise—through their ownership of
a majority of SED’s class A shares. The substantial au-
thority possessed and exercised by Harold Shafer and
Daniel Waldrop extends far beyond their direct control of
two seats on SED’s board. These two individuals effec-
tively control SED’s entire board and the management of
that Company. The clout of Harold Shafer and Waldrop
derives in great part from the economic leverage exerted
by Centurion over SED. Centurion is SED’s only cus-
tomer.17 The contract between the two Companies con-
tains a clause providing that Centurion can terminate the
contract within 30 days. According to Linda Burdick,
SED president from September 1991 to 1993, Harold
Shafer or Waldrop stated that the meaning of the clause
was that if SED did not do something that Centurion
wanted Centurion could terminate the contract. She fur-
ther testified that “everybody knows about this termina-
tion clause.”
Waldrop was elected president by the SED board as
Burdick’s successor, but he is paid by Centurion, not by
SED. With respect to the issue of SED ownership and
management, Waldrop commented to a group of five to
six driver/stockholders that “it didn’t matter who owned
60/40, it didn’t matter to him, that he and Harold Shafer
were going to run the company as they saw fit.” Bur-
dick’s testimony about board meetings during her time
on the board (1990 to 1994) confirms the accuracy of
Waldrop’s comments. She could not remember a time

help the firm while also enhancing employee voice. They say that Board
law requires clarification, questioning why the potential, or actual, exer-
cise of decision making power through stock ownership should disqual-
ify a group of employees from collective bargaining. See, e.g., Jeffrey
M. Hirsch, Labor Law Obstacles to the Collective Negotiation and Im-
plementation of Employee Stock Ownership Plans: A Response to Henry
Hansmann and other Survivalists, 67 Fordham L. Review 957 (1998);
Michael C. Harper, Reconciling Collective Bargaining with Employee
Supervision of Management, 137 U.Pa.L.Rev. 1 (1988) Katherine Van
Wezel Stone, Labor and the Corporate Structure: Changing Concep-
tions and Emerging Possibilities, 55 U.Chi.L.Rev. 73, 125 (1988) (as
soon as employees acquire a real possibility of exercising power in
management, they lose the protection of the NLRA).
17 The contract between these two Companies does not prohibit SED
from seeking other customers. Burdick testified that SED at one point
advertised for other customers, but no contracts resulted. One potential
customer declined to negotiate a contract with SED because of Harold
Shafer’s and Waldrop’s ownership involvement.
when Harold Shafer put forth a position to the board that
was voted down, and “everybody that’s on the board
listens to Mr. Shafer’s and Mr. Waldrop’s opinions . . .
and usually votes . . . with their opinions,” which “weigh
heavily on how the board thinks.”
The record includes the following examples of mana-
gerial control by Harold Shafer and/or Waldrop over
SED:
(1) Waldrop terminated SED’s vice president, Thomas
Nazworth, without the board of directors’ approval, in
contravention of SED’s bylaws.
(2) In 1992, although then-president Burdick dis-
agreed, Harold Shafer decided to take dispatching func-
tions away from SED and give them to the newly formed
company, ATC.
(3) Also in 1992, Harold Shafer changed the rate for
calculating SED’s cargo damage claims without even
conferring about the change with then-President Burdick,
who first learned about this from Ron Hodges, a com-
puter programmer for ATC.
(4) Harold Shafer, as president of Centurion, effec-
tively directed SED to adopt a classification system for
its drivers and then to upgrade its drivers within a speci-
fied period of time.
(5) In a letter dated July 23, 1993, Harold Shafer, as
president of Centurion, directed Burdick, inter alia, to
implement a new weekend-off policy for drivers,18 and to
terminate all drivers whose performance levels were be-
low acceptable.
(6) Despite then-SED President Burdick’s protest, two
SED employees were leased to, rather than hired by,
ATC to perform dispatch functions because “Harold
Shafer did not want it done [the direct hiring] way.”
(7) Waldrop directed that the training of SED drivers
be shifted to Centurion, in common with training of Ea-
gle drivers.
(8) Even before Waldrop became SED’s president in
1992, he decided the bonus amounts for the SED drivers
and selected their pension/410(k) plans.
(9) When employees from Kenneth Simpson, Inc.
(KSI) were hired by SED, Waldrop and Harold Shafer
made the decision to give them stock credited according
to their employment time with KSI.
Pursuant to SED’s bylaws, the board of directors elects
SED’s president, who directs the operations of the Com-
pany. Waldrop’s election in 1994 gave him official au-
thority within the Company, of course, but the record
shows that that actual authority of any president elected
by SED’s board is subordinate to the authority exercised
by Harold Shafer and Waldrop as Centurion’s officers.
Burdick testified to further instances where her presi-
dency was subordinate to their authority:
18 Carrie Shafer, Eagle’s general manager, had initiated this policy
for the Eagle drivers.
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD 400
(1) They never complied with her request for a docu-
ment in the contract between SED and Centurion which
listed the rate Centurion paid SED for its services.19
(2) Waldrop denied Burdick’s request for an itemized
report of the claims that SED owed Centurion, providing
her with only a dollar amount.
(3) Ed Summersill, SED’s terminal manager in Com-
merce, Georgia, reports to Harold Shafer or Waldrop,
rather than to the SED president.
Obviously, employee/stockholders do not have an ef-
fective managerial voice if the directors they can elect
and remove do not themselves have significant manage-
rial authority. That is the situation presented here. For
the above stated reasons, we find merit to the Petitioner’s
argument that, although the SED drivers can elect and
remove three of the five directors, it is the other two di-
rectors—minority owners Harold Shafer and Waldrop,
who ultimately control the management of SED through
their authority in Centurion and the other Companies in
the single-employer relationship.
Thus, this case is closer to those in which the Board af-
forded full representation rights to employee/stockhold-
ers who as a group owned less than a majority of an em-
ployer’s stock and otherwise had no voice in manage-
ment. For example, in Upper Great Lakes Pilots, 311
NLRB 131 (1993), ship pilots owned all of the corporate
stock. Theoretically, all of them could have been mana-
gerial employees because of their ability as a group to
affect corporate policy. The Board, however, empha-
sized that the majority of the stock was owned by the
pilots serving as directors and officers. The remaining
pilot stockholders, although a majority in number, had no
practical ability to oppose or affect decisions made by
the directors and officers. The Board therefore found
that those stockholder pilots who lacked an effective
voice in management policy were not managerial em-
ployees and were entitled to the protections afforded em-
ployees under the Act.20
The SED driver/stockholders, notwithstanding their
majority ownership interest in SED, have no practical
ability to oppose or affect the decisions made by Harold
Shafer and Waldrop. As Waldrop himself stated, “it
didn’t matter who owned 60/40 . . . he and Harold Shafer
were going to run the company as they saw fit.” Under
these circumstances, we conclude that the SED
driver/stock-holders are statutory employees who can be
part of the petitioned-for appropriate collective-bar-
gaining unit.
Single or Multifacility Unit
As previously stated, the Employers contend that an
appropriate bargaining unit must include not only drivers

19 Carrie Shafer, the general manager of Eagle, also was never pro-
vided with the parallel document in the contract between Eagle and
Centurion.
20 See also S-B Printers, Inc., 227 NLRB 1274 (1977).
and loading employees working at their Jacksonville
facility but also SED drivers working at SED’s Com-
merce, Georgia facility. When dealing with a multifacil-
ity operation, the well-established Board policy is to find
a single-facility unit presumptively appropriate. This
presumption can be overcome, however, by a showing of
functional integration so substantial as to negate the
separate identity of the single-facility unit.21 The party
challenging the appropriateness of a single-facility unit
“must be able to show that the day-to-day interests of the
employees at the single location have merged with those
of the employees at the other location.”22 To determine
whether the presumption has been rebutted by a showing
of substantial functional integration, the Board looks to
such factors as prior bargaining history, the geographical
proximity to other facilities of the same employer, the
degree of day-to-day managerial responsibility exercised
by the branch facility management, the frequency of em-
ployee interchange, and whether the requested single-
facility unit constitutes a homogeneous, identifiable, and
distinct employee grouping.23 Based on the facts in the
record of this case, we hold that the presumption favor-
ing single-facility units has not been overcome.
SED’s Commerce facility is more than 300 miles from
the Jacksonville facility. There are 20 drivers located in
Commerce. The manager of the Commerce facility is Ed
Summersill, who is in charge of day-to-day activities.
Labor relations are centralized in Jacksonville, although
Summersill makes hiring and firing recommendations
which are followed. All new drivers, whether hired to
work in Commerce or in Jacksonville, are trained in
Jacksonville. Drug testing is also performed in Jackson-
ville. Summersill also serves on SED’s board of direc-
tors and travels to Jacksonville for every meeting. Two
Jacksonville managers, Farrell and Gibson, travel to
Commerce regularly. Paperwork travels back and forth
daily. About five to eight times a month, a Commerce
driver, not the same one, travels to Jacksonville.
Although labor relations are centralized and the drivers
at both Jacksonville and Commerce perform identical
work, we find the presumption favoring the appropriate-
ness of a bargaining unit limited to Jacksonville facility
employees has not been overcome.24 The two locations
are geographically distant; the Commerce terminal man-
ager has some autonomy in daily operations there; and
there is scant evidence of employee contact or inter-
change. Accordingly, we will not add the SED drivers in
21 E.g., Red Lobster, 300 NLRB 908, 910 (1990), citing Kapok Tree
Inn, 232 NLRB 702, 703 (1977).
22 AVI Foodsystems, Inc., 328 NLRB No. 59, slip. op. at 4 (1999),
quoting Renzetti’s Market, 238 NLRB 174, 175 (1978).
23 See Red Lobster, supra.
24 We note that centralized administration, a common characteristic
of multifacility enterprises, does not by itself militate against finding a
single-facility unit appropriate. See, e.g., Alterman Transport Lines,
178 NLRB 122 (1969), Kapok Tree Inn, supra at 703–704, and cases
cited there.
CENTURION AUTO TRANSPORT 401
Commerce to the petitioned-for unit of drivers and load-
ing employees in Jacksonville.
Supervisory Status of SED’s Loading Yard Supervisors
and Trainers
The record does not support SED’s summary conten-
tion that its loading yard supervisors and loading yard
trainers have any supervisory authority within the mean-
ing of Section 2(11) of the Act. The party asserting
statutory supervisory status bears the burden of proving
it. See, e.g., Bennett Industries, 313 NLRB 1363 (1994).
SED has failed to meet that burden. We shall therefore
include employees in these classifications in the peti-
tioned-for appropriate bargaining unit.
Accordingly, based on the foregoing and the stipula-
tions of the parties at the hearing, we find that the follow-
ing employees constitute an appropriate unit for collec-
tive bargaining within the meaning of Section 9(b) of the
Act:

All full-time and part-time drivers, including loading
employees, employed by Centurion Auto Transport,
Inc., Southeast Drivers, Inc., Eagle Auto Transport,
Inc., and Automobile Transport Clearinghouse, Inc., a
Single Employer, in Jacksonsville, Florida, excluding
all office, clerical employees, guards and supervisors as
defined in the Act.

[Direction of Election omitted from publication.]