Children's Hospital

National Labor Relations Board - Board Decisions

Sep 30, 1993

312 N.L.R.B. 920 (N.L.R.B. 1993)

920
312 NLRB No. 138
DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
1 Member Devaney notes that there are no exceptions to the
judge’s finding that the Respondent did not violate Sec. 8(a)(5) by
failing and refusing to provide the 1990 and 1991 budget documents
requested by the Union.
2 In keeping with that history, when the 1988–1991 agreement ex-
pired, Children’s entered negotiations with the Union for an agree-
ment covering solely its own nurses at the facility now known as
the Respondent’s California campus. 1 Unless otherwise stated herein, all events occurred during 1991.
Children’s Hospital of San Francisco; California
Pacific Medical Center and California Nurses
Association. Case 20–CA–24067
September 30, 1993
DECISION AND ORDER
BY CHAIRMAN STEPHENS AND MEMBERS
DEVANEY AND RAUDABAUGH
On April 6, 1993, Administrative Law Judge Burton
Litvack issued the attached decision. The Respondent
filed exceptions and a supporting brief.
The National Labor Relations Board has considered
the decision and the record in light of the exceptions
and brief and has decided to affirm the judge’s rulings,
findings,1 and conclusions and to adopt his rec-
ommended Order.
In finding that the registered nurses at the former
Children’s Hospital (renamed as the Respondent’s
California campus) constitute an appropriate bargaining
unit, the judge relied on, among other factors, a long
bargaining history between Children’s and California
Nurses Association (the Union). In its brief to the
Board, the Respondent, citing to General Counsel’s
Exhibit 2, a 1988–1991 collective-bargaining agree-
ment, argues that the exhibit shows that the nurses at
Children’s Hospital had always been part of a multi-
employer bargaining unit consisting of many of the
major hospitals in San Francisco and Daly City. It con-
tends that the judge’s reliance on bargaining history
was therefore improper and amounts to a fatal flaw in
the judge’s unit finding. We disagree.
The judge’s reliance on bargaining history was not
erroneous. The 1988–1991 agreement on which the
Respondent relies shows merely that Children’s Hos-
pital had engaged in joint negotiations with other hos-
pitals immediately preceding the execution of that con-
tract. Whether bargaining before 1988 was on the same
basis is not established. Moreover, whatever Children’s
Hospital’s relationship to those other employers, the
fact remains that for more than 40 years Children’s
Hospital had a single facility employing registered
nurses, and it dealt continuously with the Union as the
representative of those nurses in that facility.2 That
long term relationship was reasonably relied on by the
judge in finding that—where the proffered unit choices
are a unit consisting of the facility in which the bar-
gaining relationship had existed and a unit encompass-
ing that facility and another which lacked a similar
bargaining history—the single facility is an appropriate
unit.
Furthermore, even without reliance on bargaining
history, we can affirm the judge’s finding that a unit
of registered nurses limited to those working at the
former Children’s Hospital facility is appropriate. The
finding is justified on the basis of other significant fac-
tors described by the judge, particularly the lack of
significant interchange between nurses on the two
campuses, the lack of functional integration between
what are essentially two full service acute care medical
facilities, and the absence of record evidence of any
potential for undue adverse consequences resulting
from a labor dispute in this unit.
ORDER
The National Labor Relations Board adopts the rec-
ommended Order of the administrative law judge and
orders that the Respondent, Children’s Hospital of San
Francisco and California Pacific Medical Center, San
Francisco, California, shall take the action set forth in
the Order.
Jonathan J. Seagle, Esq., for the General Counsel.
Gerald R. Lucy, Esq. and Tracy Leston Gerston, Esq.
(Corbett & Cane), of Emeryville, California, for the Re-
spondent.
Duane B. Beeson, Esq. (Beeson, Tayer & Bodine), of San
Francisco, California, for the Charging Party.
DECISION
STATEMENT OF THE CASE
BURTON LITVACK, Administrative Law Judge. The trial, in
the above-captioned matter, was held before me on April 22
through 25, 1992, in San Francisco, California. Based on an
unfair labor practice charge, filed by the California Nurses
Association (CNA), on June 17, 1991,1 the underlying com-
plaint was issued by the Regional Director for Region 20 of
the National Labor Relations Board (the Board), on January
16, 1992, alleging that Children’s Hospital of San Francisco
(Children’s Hospital), and California Pacific Medical Center
(Respondent), engaged in conduct violative of Section 8(a)(1)
and (5) of the National Labor Relations Act (the Act). Re-
spondent timely filed an answer, denying the commission of
the alleged unfair labor practices and raising certain affirma-
tive defenses. At the trial, all parties were afforded the op-
portunity to present, examine and cross-examine witnesses,
to offer into the record any relevant evidence, to orally argue
their respective legal positions, and to file posthearing briefs.
Such documents were filed by counsel for the General Coun-
sel and by counsel for Respondent, and each has been care-
fully considered by me. Accordingly, based upon the entire
record herein, including the posthearing briefs and my con-
clusions as to the testimonial demeanor of the several wit-
nesses, I make the following
921CHILDREN’S HOSPITAL
2 The collective-bargaining agreement actually was between CNA
and a group of San Francisco area hospitals, called the ‘‘affiliated
hospitals,’’ of which Children’s Hospital was a member.
3 Pacific Presbyterian’s approximately 800 registered nurses were
not represented by any labor organization for purposes of collective
bargaining.
FINDINGS OF FACT
I. JURISDICTION
Respondent admits that, at all times material herein prior
to June 16, 1991, Children’s Hospital, a corporation, with its
office and place of business in San Francisco, California,
was engaged in the operation of a hospital in said city and
that, during calendar year 1990, in the course and conduct
of its business operations, Children’s Hospital derived gross
revenues in excess of $250,000 and purchased and received
goods and materials, valued in excess of $5000, directly from
suppliers located outside the State of California. Respondent
also admits that, at all times material herein prior to June 16,
1991, Pacific Presbyterian Medical Center, Inc. (Pacific Pres-
byterian), a corporation, with its office and place of business
in San Francisco, California, was engaged in the operation of
a hospital in said city and that, during calendar year 1990,
in the course and conduct of its business operations, Pacific
Presbyterian derived gross revenues in excess of $250,000
and purchased and received goods and materials, valued in
excess of $5000, directly from suppliers located outside the
State of California. Next, Respondent admits that, since June
16, 1991, it has been a corporation, with an office and places
of business in San Francisco, California, and has been en-
gaged in the operation of a hospital, consisting of the former
Children’s Hospital and Pacific Presbyterian facilities, in said
city and that, during the period from June 16 to December
31, 1991, in the course and conduct of its business oper-
ations, it derived gross revenues in excess of $250,000 and
purchased and received goods and materials, valued in excess
of $5000, directly from suppliers located outside the State of
California. Finally, Respondent admits that, at all times prior
to June 6, 1991, Children’s Hospital and Pacific Presbyterian
were, and each was, engaged in commerce within the mean-
ing of Section 2(2), (6), and (7) of the Act and each was a
health care institution within the meaning of Section 2(14) of
the Act and that, at all times since June 16, 1991, it has been
engaged in commerce within the meaning of Section 2(2),
(6), and (7) of the Act and has been a health care institution
within the meaning of Section 2(14) of the Act.
II. LABOR ORGANIZATION
Respondent admits that, at all times material herein, CNA
has been a labor organization within the meaning of Section
2(5) of the Act.
III. ISSUES
The complaint alleges that, since June 16, 1991, in the al-
ternative, Respondent has been a successor to Children’s
Hospital as a result of a merger between the latter and Pa-
cific Presbyterian or, having acquired the business of Chil-
dren’s Hospital, Respondent has continued to operate the
latter’s business in a basically unchanged form and that, in
either circumstance, as CNA had been the collective-bargain-
ing representatives of the registered nurses employed by
Children’s Hospital for over 40 years and as the former Chil-
dren’s Hospital registered nurses form a separate appropriate
unit, Respondent has had a continuing obligation to recog-
nize and bargain with CNA as the bargaining representative
of said employees. Accordingly, the complaint alleges that
Respondent engaged in conduct violative of Section 8(a)(1)
and (5) of the Act by withdrawing recognition from CNA as
the bargaining representative of the former Children’s Hos-
pital registered nurses and by unilaterally, without offering to
bargain with CNA, changing their terms and conditions of
employment. Asserting that neither a stock transfer or
successorship situation exists herein and that the only appro-
priate unit herein is one encompassing the former Children’s
Hospital and the former Pacific Presbyterian registered
nurses, Respondent denies that, as a matter of law, it has
been under any legal obligation to recognize and bargain
with CNA as the bargaining representative of the former
Children’s Hospital registered nurses. The complaint also al-
leges that, prior to June 16, 1991, Children’s Hospital en-
gaged in conduct violative of Section 8(a)(1) and (5) of the
Act by failing and refusing to bargain over the effects of the
merger with Pacific Presbyterian and by failing and refusing
to provide information, which was necessary and relevant to
collective bargaining, to CNA. Respondent denied the com-
mission of the alleged unfair labor practices.
IV. THE ALLEGED UNFAIR LABOR PRACTICES
A. The Facts
The record establishes that, for several decades, Children’s
Hospital operated an acute care medical facility in San Fran-
cisco; that since at least 1947, the approximately 585 staff
registered nurses, who worked for Children’s Hospital, were
represented for purposes of collective bargaining by CNA;
and that the most recent collective-bargaining agreement, to
which the parties were bound,2 expired on May 31, 1991.
The record further establishes that, located approximately a
mile from Children’s Hospital, Pacific Presbyterian also op-
erated an acute care medical facility for many years;3 that,
for at least 15 years prior to July 1990, the two hospitals
held ‘‘off and on’’ discussions regarding the possibility of
merging; and that said talks intensified through the first half
of 1990; and that, on July 10, 1990, a merger agreement was
entered into by California Healthcare System, the parent cor-
poration of Pacific Presbyterian, and Northern California
Health Center, the parent corporation of Children’s Hospital.
However, said agreement represented only the start of the
merger process and, prior to ultimate consummation, not
only was it necessary to obtain consent for the merger from
the California Attorney General but also, given the size of
the merger partners, consent was required from both the
United States Department of Justice and the Federal Trade
Commission. Obtaining approval from the latter agency
proved to be a lengthy and complex matter, continuing into
the spring 1991.
Having been informed by the president and chief executive
officer of Northern California Health Center of the merger
agreement on the day after such was executed by the parties
but concerned about the effect of the proposed merger on the
collective-bargaining relationship between Children’s Hos-
pital and CNA, on September 19, 1990, Hedy Dumpel, the
922 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
4 Willard Hatch testified that the group ‘‘broke up’’ prior to the
start of the 1991 negotiations and that each hospital indicated that
it would bargain thereafter on an individual basis.
5 The dates of the bargaining sessions, between CNA and Chil-
dren’s Hospital, were April 30, May 7, 14, 17, 23, and 29, and June
11.
6 Hatch recalled this statement ‘‘vividly’’ as he had never pre-
viously heard such a comment during negotiations.
7 Counsel for the General Counsel offered the testimony of Lois
Roth, who attended each of the bargaining sessions, as corroboration
for that of Hatch. However, contrary to the latter, Roth recalled that,
during the initial bargaining session on April 30, Hatch specifically
said ‘‘that we wanted to have discussions over the effects of the
merger’’ and that Arnold replied ‘‘the hospital . . . would not . . .
bargain over the effects of the merger, because it had not occurred
at that point and he did not have the authority to do so.’’ Roth added
that the proposed successor and merger language remained ‘‘on the
table’’ throughout the bargaining.
director of the economic and general welfare program for
CNA, wrote a letter to the former, stating a need for ‘‘com-
plete information concerning the nature of the merger,’’ in-
cluding the identity of the organizations involved and the na-
ture of the transaction, and requesting a ‘‘review’’ of the
merger agreement as the best source for the above informa-
tion. As CNA had obtained substantial information regarding
the proposed merger but had not, as yet, been provided with
a copy of the proposed merger agreement and as there had
been a recent reduction of staff despite assurances that the
merger would not result in such action, Willard Hatch, the
then temporary assistant director of CNA’s economic and
general welfare program, wrote a letter, dated January 31,
1991, to Laurence Arnold, the attorney for Children’s Hos-
pital, in which he reiterated the September 19 request for a
copy of the ‘‘consolidation agreement’’ because ‘‘CNA be-
lieves that there is reasonable cause to believe that the
Nurses represented at Children’s Hospital could be adversely
impacted depending upon the nature of the consolidation and
the parent organizations [sic] intentions and actions.’’ Five
days later, in a letter dated February 5, Arnold wrote to
Hatch that, as the consolidation had not yet been approved
and as the merger agreement constituted ‘‘confidential’’ and
‘‘proprietary’’ information, his information request was
‘‘both premature and legally unfounded.’’ Therefore, accord-
ing to Arnold, Children’s Hospital believed it unnecessary to
provide the requested information to CNA, and there is no
evidence that the requested information was ever provided to
CNA.
While approval of the proposed merger between Chil-
dren’s Hospital and Pacific Presbyterian was pending before
the Federal Trade Commission, in early 1991, CNA com-
menced separate negotiations with each of the former mem-
bers of the ‘‘affiliated hospitals’’ group for a successor col-
lective-bargaining agreement.4 Prior to the start of negotia-
tions with Children’s Hospital, Lois Roth, a labor representa-
tive for CNA, sent a letter, dated March 19, to Richard Har-
rington, the hospital’s chief executive officer, requesting the
following information: the hospital’s 1990 and 1991 budgets,
1989 and 1990 IRS 990 forms, the total current bargaining
unit payroll costs, the total bargaining unit fringe benefit
costs, and the total cost of registry RN’s for 1990. In re-
sponse, Laurence Arnold sent a letter, dated March 25, to
Roth in which he agreed to provide all the requested infor-
mation except the 1990 and 1991 budgets. Children’s Hos-
pital never provided the budget information to CNA, and
Roth explained that said information was necessary so that
CNA could get ‘‘an overall picture of hospital finances’’ in
order to prepare for bargaining.
Willard Hatch testified that the initial 1991 negotiating
session5 between CNA and Children’s Hospital occurred on
April 30 at the Sheraton Fisherman’s Wharf hotel with the
hospital’s chief spokesperson being Arnold and CNA’s chief
spokesperson being him. According to Hatch, the subject of
the merger arose in two contexts. As the meeting began,
CNA presented proposals for the successor contract between
the parties, including a 2-year term and a ‘‘successors, merg-
ers, and assigns’’ provision. The latter would have bound the
hospital to the terms of the collective-bargaining agreement
‘‘notwithstanding any sale, merger, consolidation or other
transfer of the Employer to or with any other entity or enti-
ties.’’ Hatch testified that, with regard to the latter language,
Arnold said ‘‘that they were not going to negotiate that lan-
guage.’’ Further, according to Hatch, later in the session, he
inquired as to whether Arnold was going to respond to
CNA’s prior information requests, ‘‘and Mr. Arnold said that
they were not prepared to negotiate over the effects of the
merger until it actually took place. And so . . . there would
be no information at that point. Neither would there be any
bargaining over it.’’ During cross-examination, Hatch offered
a significantly different version of this exchange, stating that
he referred to CNA’s past correspondence and asked if the
hospital would give the information to the former and that
Arnold replied ‘‘the hospital . . . was not going to negotiate
over the matter of the merger until it took place,’’ and, as
the Federal Trade Commission had not yet ruled on the
merger, there was ‘‘no final approval’’ for it. Ultimately, the
Federal Trade Commission indicated its assent for the merger
on May 22, and, according to Hatch, at a bargaining session
the next day, during discussion of the proposed successor,
merger, and assigns provision, Arnold said that ‘‘the only
thing that he was authorized to negotiate was an extension
of the agreement.’’6 Finally, Hatch stated that CNA’s posi-
tion, with regard to the contract term never changed during
the bargaining—it desired a 2-year contract. However, faced
with the approval of the merger by all governmental agen-
cies, CNA ultimately reached agreement with the hospital
that the expired contract would remain in effect on a day-
to-day basis until the point of merger, an agreed-upon termi-
nation date, or CNA gave a 10-day strike notice.7
Respondent presented two witnesses with regard to the
bargaining, Harry Joel and Laurence Arnold. Joel, who is
currently Respondent’s vice president for human resources
and worked in that same position for Children’s Hospital
prior to the merger, testified that he attended each of the ne-
gotiating sessions; that CNA’s contract proposal contained a
successorship and merger provision; and that Arnold said,
with regard to it, he was present to bargain on behalf of
Children’s Hospital and no other entity and ‘‘we . . . were
not authorized to bargain on behalf of what may become
. . . a new entity with a pending merger.’’ Joel then specifi-
cally denied that Hatch ever requested to bargain over the ef-
fects of the merger at this or any later negotiating session.
Attorney Arnold testified that, at the initial bargaining ses-
sion, he did inform CNA’s representatives that he was there
‘‘to negotiate a contract for Children’s Hospital and Chil-
923CHILDREN’S HOSPITAL
8 As a result of the consolidation, Respondent is comprised of 60
buildings; however, notwithstanding the combining of the two hos-
pitals under the name California Pacific Medical Center, there is no
dispute that each of the two campuses remains a fully equipped
acute care hospital and that, as such, despite some specialized areas,
the two campuses offer mostly duplicate services to the public. Al-
though Respondent apparently has future plans to change this, such
has not yet been accomplished.
dren’s Hospital only;’’ there were not many questions con-
cerning CNA’s proposed merger language as it was ‘‘self-ex-
planatory’’; and no CNA representative either reiterated a
previous request for information or requested that he bargain
over the effects of the pending merger. On the latter point,
Arnold stated that, at all times, CNA wanted an agreement
which would span the merger and ‘‘that sort of obviated the
need for effects bargaining.’’ He added that he was ‘‘posi-
tive’’ about this, for CNA demanded ‘‘an entire contract,’’
with a duration of 2 years. Continuing, Arnold testified that
this position never changed even after he advised CNA, on
May 23, that the merger had been approved.
Notwithstanding that the Federal Trade Commission had
not yet given its assent to the merger, the record evidence
establishes that, commencing in the fall 1990, Children’s
Hospital and Pacific Presbyterian began detailed planning for
the operation of the consolidated medical center, with all the
vice presidents from each hospital participating. Thus, Joel
and his counterpart at Pacific Presbyterian were charged with
developing employee policies and procedures for the merged
entity and, ultimately, drafting a new employee handbook.
Joel testified that, in this regard, they used the existing poli-
cies and procedures manuals for both hospitals and that ‘‘we
tried to pick what we felt were the best policies and integrate
them where we could.’’ Penny Holland, who is Respondent’s
vice president for nursing and who held the same position for
Children’s Hospital, and her counterpart at Pacific Pres-
byterian were instructed to plan for the consolidation of the
nursing departments and specifically to develop manuals
dealing with standards of practice, administrative procedures,
and the clinical policies and procedures. In this regard, Paula
Quinn, the associate director of nursing for clinical services
for Children’s Hospital and the director of nursing for mater-
nal and child services for Respondent, along with her coun-
terpart for Pacific Presbyterian, was given responsibility for
coordinating the drafting of the aforementioned clinical
standards and procedures manual for the combined hospital,
with said manual describing the delivery of nursing care
practices for the department of nursing. Further, Kevin Coss,
the vice president for facilities management for Children’s
Hospital and the vice president for operations support for Re-
spondent, and the vice president for facilities management
for Pacific Presbyterian were assigned responsibility for de-
veloping a plan for combining the services of both hospitals
with a view toward a ‘‘potential savings in facility dollars.’’
The record further discloses that, on June 1, 9 days after the
Federal Trade Commission gave its assent for the merger, the
12 individuals, who were chosen to be vice presidents in
charge of the merged entity’s operating divisions, were noti-
fied of their selections and that their consolidation plans were
completed by the effective date of the merger, 2 weeks later.
As stated above, the Federal Trade Commission gave its
assent for the merger on May 22, and, on June 16, James
Heimarck and William R. Bremer, on behalf of Children’s
Hospital, and G. Aubrey Serfling and Fred Drexler, on behalf
of Pacific Presbyterian, entered into the formal agreement of
merger. With regard to the transaction underlying the so-
called merger of the two hospitals, Gale Mondry, presently
the senior vice president for legal services for Respondent
and, previously, the legal counsel for Pacific Presbyterian,
testified that the transaction between Children’s Hospital and
Pacific Presbyterian ‘‘was not a takeover or a purchase’’ but
rather ‘‘a 50–50 merger . . . [with]. [T]he assets of [both]
. . . merged together . . . and a new entity [being] con-
stituted.’’ Mondry continued, stating that the transaction was
accomplished pursuant to the California Nonprofit Corpora-
tions Code with the drafting of new bylaws, the appointing
of new officers, the resignation of the two hospitals’ boards
of directors, and the appointing of a new 23-member board
of directors consisting of 11 former board members from
each hospital and the new chief executive officer, G. Aubrey
Serfling. However, contrary to Mondry, close scrutiny of the
June 16 merger agreement document reveals a far different
picture of the transaction. Thus, rather than creating a new
entity, the first paragraph of said agreement states that Pa-
cific Presbyterian ‘‘shall be merged into’’ Children’s Hos-
pital; that Children’s Hospital ‘‘shall be the surviving cor-
poration,’’ and that such constitutes ‘‘the merger.’’ Next, the
agreement provides that, upon the merger, the articles of in-
corporation of Children’s Hospital will be amended to
change the corporate name to that of Respondent, California
Pacific Medical Center. Finally, the fifth paragraph of the
agreement states that, upon the merger, Pacific Presbyterian
shall no longer exist as a separate entity and that Respond-
ent, formerly known as Children’s Hospital, ‘‘shall succeed,
without other transfer, to all rights and property of [Pacific
Presbyterian] and shall be subject to all the debts and liabil-
ities thereof in the same manner as if California Pacific Med-
ical Center had itself incurred them.’’ Elaborating upon the
plain language of the hospitals’ agreement, Mondry averred
that the ‘‘prime’’ reason for the retention of the Children’s
Hospital corporate ‘‘shell’’ was that it ‘‘already had a 501
(c)(3) exemption ruling from the Internal Revenue Service,’’
essentially ensuring that ‘‘we were a charitable organization
and [contributions] . . . would be tax-exempt.’’ As another
reason for the structuring of the agreement, Mondry added
that Children’s Hospital already had an identification number
for Medicare purposes. As a final reason for structuring the
transaction as they did, Mondry explained that the parties
wanted ‘‘another entity’’ to be between the parent and
merged entity and Children’s Hospital already had such a
corporate structure.
There can be no question that, upon execution of the June
16 merger document, Respondent undertook immediate steps
to implement the transaction and to consolidate operations of
the two hospitals. Thus, besides renaming the buildings,
which comprised the former Children’s Hospital its Califor-
nia campus and the former Pacific Presbyterian facilities its
Pacific campus,8 Respondent immediately centralized all
management, educational, purchasing and distribution, and
administrative functions pursuant to the planning described
above; commenced operating shuttle carrier between the
campuses and replacing all signs with ones bearing the new
name; began utilizing stationery, business forms, and busi-
ness cards with the California Pacific Medical Center logo,
one payroll system and checks with Respondent’s logo, the
924 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
9 The record establishes that Respondent did recognize and offer
to bargain with five separate labor organizations (Hospital and
Health Care Workers, Local 259; Paper and Paper Hangers Union,
Local 4; Stationary Engineers, Local 39; Teamsters Automotive Em-
ployees Union, Local 665; and Hotel and Restaurant Employees &
Bartenders Union, Local 2) as the bargaining representatives for dif-
ferent units of employees, encompassing both campuses. Recognition
was extended inasmuch as there was no situation of a larger group
of unrepresented employees on one campus.
10 Harry Joel testified, and there is no dispute, that the effect of
Respondent’s unilateral changes was to ensure that all of Respond-
ent’s registered nurses were paid the same salary for the same steps
and received the same fringe benefits.
11 Inasmuch as the former Pacific Presbyterian registered nurses re-
ceived an annual wage adjustment in July of each year, the actual
salary increase received by the former Children’s Hospital registered
nurses was 17 percent, which included a 4-percent wage adjustment.
same job classifications and identification badges, one mail-
ing address, and advertisements which referred to Respond-
ent rather than a particular campus; mandated that employees
wear ‘‘coordinated’’ uniforms; gave physicians reciprocal ad-
mitting privileges at both campuses; and enforced common
labor relations policies and practices, applicable to employees
on both campuses except those covered by collective-bar-
gaining agreements.9 In the latter regard, Respondent’s em-
ployee handbook, which explains Respondent’s labor rela-
tions policies and practices, was completed prior to the merg-
er and distributed to all of Respondent’s employees ‘‘shortly
after’’ June 16. Further, except where in conflict with collec-
tive-bargaining agreements, Respondent immediately imple-
mented the same employee benefit plans, including health
plan choices, a disability plan, a dependent care plan, a paid
time off and extended illness plan, a pension plan, and a sup-
plemental tax annuity plan. In addition, within days of the
merger, Respondent began selecting department heads, with
approximately 100 being selected by September 4. Finally,
Respondent developed a job posting system whereby all
available positions for the entire medical center were posted
in several locations on both campuses and employees on
both campuses were eligible to apply and centralized all
training, education, and new employee orientation functions.
On the same day as Pacific Presbyterian merged into Chil-
dren’s Hospital, with the latter renaming itself with that of
Respondent, the latter’s new president and chief executive
officer Sperling sent the following letter, dated June 16, to
CNA:
In July 1990, you were advised by [Children’s Hos-
pital] that they were engaged in merger discussions
with [Pacific Presbyterian]. On May 22, 1991, the
[FTC] decided that the merger should not be chal-
lenged. Since that time, a number of other conditions
of merger has [sic] been resolved. Effective today,
these two organizations have been merged into a single,
combined organization. As of today, the professional
nursing staff[s] . . . are a single, integrated work force
with common leadership, policies, procedures, pay, em-
ployee relations, etc. This consolidation, we believe, is
in the best interest of our patients, the community and,
most of all, our professional nurses. Since the combined
work force is composed of 838 former [Pacific Pres-
byterian] non-[represented] nurses and 589 former
[Children’s Hospital] represented nurses, the clear ma-
jority of the professional nurses have not selected union
representation. The new organization is legally prohib-
ited from recognizing CNA as the representative of all
the RN’s and imposing a union on the majority. We,
therefore, have no alternative but to withdraw recogni-
tion of the CNA as the representative of any RN’s at
California Pacific Medical Center.
It is our strong feeling, however, that the question of
whether or not professional nurses desire representation
should be the decision of the nurses themselves. We in-
vite you to join with us and request the National Labor
Relations Board to conduct a secret ballot election of
all registered staff nurses.
On the next day, June 17, Respondent filed an RM petition
for an election in a unit encompassing registered nurses on
both campuses, with said proceeding being blocked by the
instant unfair labor practice charge.
There is no dispute that, upon the merger, Respondent
continued to employ all the former Children’s Hospital reg-
istered nurses in their same positions at the California cam-
pus as before the merger; that none were required to file new
employment applications or interview for their jobs; and that,
upon the merger, in accord with its policy of having a ‘‘uni-
fied hospital’’ and an ‘‘integrated workforce’’ and equalizing
the benefits for employees in the same job classifications on
both campuses, Respondent implemented changes in the ben-
efits available to all its registered nurses on both campuses
and, increased the wage rates of the former Children’s Hos-
pital registered nurses. There is also no dispute herein that,
having withdrawn recognition from CNA as the bargaining
representative of the former Children’s Hospital registered
nurses, Respondent implemented the aforementioned changes
in their terms and conditions of employment unilaterally and
without notifying and offering CNA an opportunity to bar-
gain over said changes and that said changes were set forth
in the aforementioned employee handbook and in an enclo-
sure to a letter, dated June 16 and signed by chief executive
officer Serfling, which was disseminated to all registered
nurses on both campuses.10 Comparison of the terms and
conditions of employment set forth in the expired collective-
bargaining agreement, between CNA and the affiliated hos-
pitals, with those set forth in Respondent’s employee hand-
book and in the June 16 benefits enclosure and the testimony
of Harry Joel discloses the following changes in the former
Children’s Hospital registered nurses’ terms and conditions
of employment. Initially, according to Joel, as the salaries re-
ceived by registered nurses, who worked for Children’s Hos-
pital, were approximately 13 percent less than the salaries re-
ceived by registered nurses, who worked for Pacific Pres-
byterian, Respondent increased the salaries of the California
campus nurses by 13 percent11 in order to equalize registered
nurses’ salaries. With regard to fringe benefits, while the
former Children’s Hospital registered nurses’ contractual re-
tirement plan was a ‘‘money purchase plan,’’ which was
funded into Wells Fargo Bank, Respondent’s retirement plan
gave all registered nurses a choice between two plans, both
of which differed from the contractual retirement plan. As to
health insurance, the contractual health insurance plan of-
fered the former Children’s Hospital registered nurses a
choice of two plans, an HMO and a self-insured health bene-
925CHILDREN’S HOSPITAL
12 Counsel for the General Counsel contends that the bereavement
leave provision of the expired collective-bargaining agreement was
changed by Respondent to deny such in the case of the death of an
in-law. Review of the employee handbook discloses no such change.
13 As stated above, Holland is one of Respondent’s 12 vice presi-
dents, each of whom is in charge of a particular aspect of Respond-
ent’s operation. According to Harry Joel, the ‘‘majority’’ have of-
fices on both campuses and alternate daily between the two offices.
14 For example, as stated above, Paula Quinn in the director of
nursing for maternal and infant services. Reporting directly to her
are Sheila Szentmiklossy, who is the nurse director responsible for
labor and delivery on the California campus, and Heather Otanez,
who holds the identical position on the Pacific campus.
fit plan. In contrast, Respondent’s health insurance plan gave
registered nurses a choice of a third plan, increased the bene-
fits available in the self-insured plan, and provided increased
dental insurance. Next, the expired collective-bargaining
agreement established separate vacation, sick leave, and holi-
day provisions for the former Children’s Hospital registered
nurses. According to Harry Joel, Respondent consolidated
these separate plans into one ‘‘paid time off/extended illness
bank plan,’’ pursuant to which registered nurses retained the
same total number of paid time off days but accrued them
into a paid time off (PTO) bank, which would enable a reg-
istered nurse to use the time off for whatever purpose he or
she desired. Further, while there existed contractual life in-
surance and disability insurance plans for the former Chil-
dren’s Hospital registered nurses, Respondent instituted a
‘‘flexible benefits plan,’’ which provided for increased long-
term disability and life insurance coverage and a health bene-
fit spending account, which, according to Joel ‘‘is pre-tax
dollars that can be used for out-of-pocket expenses that may
be incurred for health-related treatments.’’ In addition to the
foregoing, other unilateral changes in the former Children’s
Hospital nurses’ contractual terms and conditions of employ-
ment, which were implemented by Respondent at the time of
the consolidation of operations, included establishing Martin
Luther King’s Birthday as a paid holiday and eliminating the
nurse’s birthday as a paid holiday, limiting the amount of
paid jury duty time to a maximum of 80 hours, increasing
weekend differential pay by $3 per hour, and eliminating the
requirement of having to complete 90 days of employment
in order to become eligible for an educational leave of ab-
sence.12 Also, rather than determining seniority among just
the California campus registered nurses, Respondent imple-
mented a combined seniority list encompassing the registered
nurses on both campuses, and, by withdrawing recognition
from CNA, Respondent eliminated the contractual grievance
and arbitration procedure and the provision permitting access
by CNA to the California campus bulletin boards.
Notwithstanding Respondent’s above-described effort to
establish the same terms and conditions of employment for
the registered nurses on both campuses, Ida Cicci, Mary
Ellen Hibbard, Barbara Pirzadeh, Lianne Lacorte, Kristen
Ostrem, and Margaret Langham, who were employed by
Children’s Hospital as registered nurses and continued to
work for Respondent at the California campus, each testified,
without contradiction, that, in the 2-month period following
the merger, she continued to perform the same job as prior
to the merger and, in her department, there was no change
either in her job duties or in her immediate supervision. Fur-
ther, each testified, without contradiction, that she continued
to order and obtain medicines from the basement pharmacy,
located in the former Children’s Hospital acute care facility,
and that she continued to eat in the facility’s cafeteria and
park her car in the parking garage across the street. Likewise,
registered nurse, Elizabeth Beach, who was employed by Pa-
cific Presbyterian and continued to work for Respondent at
the Pacific campus, testified, without contradiction, that, in
the 2-month period following the merger, she continued in
the same position as she held prior to the merger and there
were no changes either in her job duties or her immediate
supervision. Beach added that she continued to eat meals in
the former Pacific Presbyterian facility’s cafeteria and to park
her car in the adjacent parking garage. Finally, when asked
to describe any changes in the daily work activities of the
former Children’s Hospital registered nurses as a result of the
merger, Penny Holland, Respondent’s vice president for
nursing, was able only to mention their opportunity to work
on the Pacific campus when a low census existed on the
California campus, and ‘‘as far as nursing care delivery . . .
there are certain dictums that every nurse has to do. And that
still continues on both campuses.’’
With regard to the supervisorial hierarchy and functions
within Respondent’s nursing department subsequent to the
merger, the record establishes that, as the vice president for
nursing,13 Penny Holland is responsible for administering all
aspects of nursing including hiring, firing, policies, and pro-
cedures. As do all of Respondent’s vice presidents, Holland
has cross-campus responsibility, and she maintains an office
on both campuses. The six directors of nursing, who also
have cross-campus responsibility, are beneath Holland within
the nursing department and report directly to her. They are
the director of nursing for surgical services, who is respon-
sible for surgical services, ambulatory, recovery and the GI
laboratory on both campuses; the director of nursing for criti-
cal care, who is responsible for the adult critical care units
on both campuses; the director of nursing for the medical
surgical unit, who is responsible for ontology, orthopedics,
and similar departments on both campuses; the director of
nursing for maternal and infant services, who is responsible
for obstetrics and labor delivery on both campuses; the direc-
tor of nursing for administration, who is responsible for staff-
ing and other administrative activities on both campuses; and
the director of nursing for support services, who is respon-
sible for the float pool and house supervisors on each cam-
pus. Reporting to the directors of nursing are the nurse direc-
tors,14 who have 24-hour responsibility, in their particular
areas at the campus in which they work, and are usually in
charge of nurses in one or more units. Depending upon the
size of the particular units and the complexity of the work,
directly beneath the nurse directors and responsible to them
are the nurse managers. According to Holland, Respondent
employs few individuals in this supervisorial classification
and, where utilized, they have 24-hour responsibility for their
departments. Finally, immediate supervision is provided by
unit supervisors, who have single shift responsibility in their
units and, depending on the size of the unit and complexity
of the work, report either to a nurse manager or a nurse di-
rector. Finally, with regard to the nursing supervisorial struc-
ture and hierarchy, Holland corroborated the employee wit-
nesses that immediate nursing supervision at the California
campus was unchanged after the merger, and it appears that
926 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
Respondent’s nursing supervisorial structure is identical for
each campus and that the nurse managers and unit super-
visors are site specific.
As stated above, since the merger became effective, Re-
spondent has consolidated and centralized most employee-re-
lated functions. Specifically as to the nursing department,
nurse in-service training is centralized and one individual
oversees all such activities. In this regard, training sessions
are publicized in the hospital newsletter, which is distributed
on both campuses, and, no matter on which campus the train-
ing sessions are held, nurses from both campuses are invited.
Also, the hiring process is centralized. Thus, recruiting is ac-
complished through advertising which is not site specific; ap-
plicants for available registered nurse positions may apply
for any position at the administrative office on either campus
and be interviewed by a nurse director, who decides whether
or not the individual should be hired. Thereafter, the newly
hired registered nurse goes through a standardized orientation
program. Further, the medical center maintains listings of
nurses with advanced degrees, who are specialists in particu-
lar areas. The in-house telephone directory contains listings
for these individuals, and, according to Holland, ‘‘they also
work on both campuses; they’re not campus-specific. So the
ontology nurse specialist serves both areas . . . things of that
nature.’’ Furthermore, the nursing administrative procedures
manual and the nursing clinical procedures manual are dis-
tributed to all of Respondent’s registered nurses, and all clin-
ical forms are the same for both campuses. While the fore-
going evidences Respondent’s effort at consolidating the
nursing functions, differences remain. Thus, individual nurs-
ing units, on both campuses, maintain procedural manuals,
which contain policies specific to practice in that unit and
which may predate the merger. Also, while approximately
half of all patient charting, by the registered nurses at the Pa-
cific campus, is done by computer, patient charting, by the
California campus registered nurses, continues to be hand-
written, and, while registered nurses on both campuses work
12-hour shifts, the methods of compensating them differ. Fi-
nally, turning to the matter of contacts among and inter-
change between the California campus registered nurses and
the Pacific campus registered nurses, the record establishes
that, during the initial 2 months after the merger, contacts be-
tween registered nurses at the California and Pacific cam-
puses were virtually nonexistent. Thus, while Margaret
Langham recalled working with a Pacific campus registered
nurse for 1 day during that time period the other former
Children’s Hospital registered nurses Cicci, Hibbard,
Pirzadeh, Lacorte, and Ostrem each denied working with any
Pacific campus registered nurses during those 2 months and
Pacific campus registered nurse Beach likewise denied any
contacts. However, although the record is not clear when this
program commenced, nurse forums, during which delegates
from both campuses, who are chosen by each nursing unit,
meet and discuss nursing ideas on an informal basis, are held
on a biweekly basis. Also, several of the registered nurse
witnesses testified that Respondent has instituted a cross-
training program and a voluntary program pursuant to which,
when jobs are available, registered nurses may request to
work on the other campus on low census days at their own
campus and that Pacific campus nurses have occasionally
worked at the California campus. Asked how often nurses
are made aware of openings on the other campus, Penny
Holland testified, ‘‘Every day, every shift, the staffing offices
are in communication.’’ She added that, in lieu of hiring reg-
istry nurses, Respondent prefers such cross-campus shifting
when comparable departments are involved. Asked how
many staff registered nurses have worked shifts on the other
campus, Holland stated, ‘‘over a hundred nurses . . . have
gone back and forth.’’ During cross-examination, Holland
qualified her testimony, stating that the estimated 100 nurses
includes registered nurses ‘‘who have oriented or crossed
both campuses.’’ Asked how many of the hundred actually
worked on the other campus, Holland said, ‘‘I don’t have
that number in my head, no.’’ In addition, Respondent main-
tains a float pool, which, according to Holland, is comprised
of ‘‘nurses who are [specially] trained to float throughout
various areas within the organization. They’re not unit spe-
cific.’’ She added that ‘‘census’’ and ‘‘scheduling’’ dictate
where these nurses will be used and that some are specialists
and others are generalists who have ‘‘extensive experience to
go throughout the hospital.’’ Holland estimated that there are
‘‘nearly a hundred’’ float nurses but presented no evidence
as to how often said individuals were used or over what time
period. Moreover, in this regard, Nancy Cotton, the director
of surgical services in the nursing department, testified that
her department utilizes 189 registered nurses, with the num-
ber evenly divided between the two campuses; that her de-
partment has ‘‘developed a cross-training program in which
we have offered the nurses the opportunity to work on the
other campus when the census allows;’’ that 18 registered
nurses have worked on the other campus and 56 have toured
the surgical areas of the other campus; and that three nurses
have applied and been permitted to permanently transfer to
the other campus. As with the float pool nurses, Respondent
offered no evidence as to the number of hours or days in-
volved in these assignments or their frequency. Finally, while
the record establishes that expensive surgical equipment has
been transferred between campuses, Cotton testified that the
transfer of equipment is not unusual and that ‘‘most hospitals
in the city borrow from each other because we cannot all af-
ford to own the same sets.’’
B. Analysis
Initially, with regard to Respondent’s withdrawal of rec-
ognition from CNA as the bargaining representative of the
staff registered nurses at its California campus (the former
Children’s Hospital nurses) and Respondent’s unilateral
changes in the said registered nurses’ terms and conditions
of employment, the complaint alleges that said acts and con-
duct were violative of Section 8(a)(1) and (5) of the Act.
Clearly, the legality of the foregoing conduct is dependent on
Respondent’s alleged obligation, subsequent to June 16, to
recognize and bargain with CNA as the bargaining represent-
ative of the former Children’s Hospital registered nurses.
There is no dispute that Respondent’s above obligation is, in
turn, dependent on the nature of the so-called merger be-
tween Children’s Hospital and Pacific Presbyterian and the
creation of Respondent and upon whether or not a bargaining
unit, limited to the registered nurses, who are employed by
Respondent at its California campus, is appropriate for pur-
poses of collective bargaining. As to the transaction, underly-
ing the consolidation of the above two hospitals and the for-
mation of Respondent, counsel for the General Counsel alter-
natively argues that Respondent is ‘‘simply’’ a renamed cor-
927CHILDREN’S HOSPITAL
15Although Gale Mondry asserted that the transaction between
Children’s Hospital and Pacific Presbyterian, creating Respondent,
was neither a takeover or a purchase but rather a ‘‘50-50’’ merging
of assets and the forming of a new entity, Respondent offered no
corroborative evidence that such, in fact, occurred. Accordingly, I
shall rely on the two hospitals’ June 16, 1991 agreement of merger,
executed by the chief executive officers of both hospitals, as the best
evidence of what occurred.
16 As explained by the Board in Hendricks-Miller Typographic
Co., 240 NLRB 1082 (1979), the concept of successorship con-
templates ‘‘the substitution of one employer for another, where the
predecessor employer either terminates its existence or otherwise
ceases to have any relationship to the ongoing operation of the suc-
cessor employer.’’ Id. at 1083 fn. 4. Put another way, a ‘‘break’’
or ‘‘hiatus’’ between two legal entities occurs. On the other hand,
‘‘the stock transfer differs significantly, in its genesis, from the
successorship, for the stock transfer involves no break or hiatus be-
tween two legal entities, but is, rather, the continuing existence of
a legal entity, albeit under new ownership.’’ Id. According to the
Board, the proper starting point for an analyzing a transaction is the
following question: ‘‘. . . did the two entities in question cease to
have any relation, one to another, or did ownership of the initial en-
tity merely pass into new hands?’’ Id. Herein, as no hiatus between
ownership entities or operations occurred, I find that the instant cir-
cumstances do not involve the concept of successorship.
17 Respondent relies on Myers Custom Products, 278 NLRB 636
(1986), as support for its argument against the General Counsel’s
‘‘sale of assets’’ theory. However, said case concerned whether a
‘‘legal successor’’ was obligated to recognize and bargain with a
union and is, therefore, inapposite.
poration and is the ‘‘continuing existence’’ of Children’s
Hospital or, if, as Respondent asserts, California Pacific
Medical Center is an entirely new entity, ‘‘a 50-50 merger’’
of the assets of Children’s Hospital and Pacific Presbyterian,
it ‘‘is at least a legal successor to Children’s Hospital be-
cause the ‘‘employing enterprise’’ remained unchanged.’’
Under either theory, counsel for the General Counsel argues,
Respondent remained under a continuing obligation to recog-
nize and bargain with CNA if the former Children’s Hospital
nurses remained an appropriate unit for bargaining.
Counsel for the General Counsel seems to place his em-
phasis on the initial alternative, and, based on the record as
a whole,15 I agree that such appears to be the proper analysis
of the creation of Respondent and that, as argued by counsel,
the instant transaction appears to be akin to that of a stock
transfer.16 As to this, the June 16 agreement of merger states
that Pacific Presbyterian shall be merged into Children’s
Hospital with the latter being the surviving corporation; that,
upon the merger, the articles of incorporation of Children’s
Hospital shall be amended, changing its name to California
Pacific Medical Center; that, upon the merger, the separate
existence of Pacific Presbyterian shall cease; and that Re-
spondent, the renamed Children’s Hospital, shall succeed to
all the rights and property of Pacific Presbyterian and all its
debts and liabilities. Thus, while Respondent describes the
foregoing as the creation of a new employing entity, in re-
ality, what appears to have occurred is ‘‘simply’’ a corporate
name change from Children’s Hospital to that of Respondent
and, without any alteration in the existing structure of the
corporation, a transaction, termed a merger, which increased
the existing corporation’s assets and liabilities. There is no
record evidence of any exchange or transfer of any outstand-
ing ownership shares; however, as in the circumstances of a
stock transfer, the transaction, between Children’s Hospital
and Pacific Presbyterian preserved the continuing existence
of the former as a corporation, albeit under a different name,
and, most significantly, as the employing entity. Rockwood
Energy & Mineral Corp., 299 NLRB 1136, 1139 (1990),
enfd. 942 F.2d 169 (3d Cir. 1991); Hendricks-Miller Typo-
graphic Co., supra. Moreover, the essential inquiry, in these
types of cases, is whether operations, as they impinged on
bargaining unit members, remained essentially the same after
the transfer of ownership. Phil Wall & Sons Distributing,
287 NLRB 1161 at fn. 1, 1165 (1988). Herein, as in a true
stock transfer situation, there was no hiatus in operations,
and, on the day following the merger, what was renamed as
Respondent’s California campus continued to operate as a
separate full service acute care medical facility in the same
buildings as prior to the merger, utilizing the same equip-
ment and offering the same services with the same personnel
and immediate supervision. Id. at 1165. In the foregoing cir-
cumstances, I reiterate my agreement with counsel for the
General Counsel that the transaction, underlying the consoli-
dation of Children’s Hospital and Pacific Presbyterian, was
akin to that of a stock transfer.
The significance of the above conclusion to the issues
herein is clear. Thus, the Board has long held ‘‘that the
‘mere change of stock ownership does not absolve a continu-
ing corporation of responsibility under the Act.’’’ Rockwood
Energy Corp., supra; Miller Trucking Services, 176 NLRB
556 (1969). In particular, when a stock transfer occurs and
the entity’s employees are represented by a labor organiza-
tion, the new owner ‘‘may not decline to recognize and bar-
gain with the [said labor organization] in the appropriate
unit.’’ If the stock transfer occurs during the life of a collec-
tive-bargaining agreement and the new owner has knowledge
and acquiesces in the contract, said new owner is bound by
its terms and conditions; and, if the stock transfer occurs
after the expiration of a collective-bargaining agreement, the
new owner is obligated to continue to recognize and bargain
with the labor organization in an appropriate unit and to
‘‘maintain the terms and conditions of employment [the en-
tity] established . . . without unilateral change after the
agreement expired.’’ Rockwood Energy Corp., supra; Phil
Wall & Sons, supra; Hendricks-Miller Typographic Co.,
supra; Towne Plaza Hotel, 258 NLRB 69, 76 (1981); West-
ern Boot & Shoe, 205 NLRB 999 (1973). I have concluded
that the facts herein establish that the creation of Respondent
was akin to a stock transfer. Clearly, if such a transaction
had occurred, Respondent’s bargaining obligation would be
manifest, and I find merit in the contention that, in the cir-
cumstances of this case, where only the corporate name has
been changed and, in all other respects, just as in a true stock
transfer, the corporation continues to exist, the same obliga-
tions, on the expiration of a collective-bargaining agreement,
to recognize and bargain with a union and to refrain from
engaging in unilateral changes, exist. While insisting that a
new entity resulted from the merger of the two hospitals, Re-
spondent17 excused and rationalized the retention of the Chil-
dren’s Hospital corporate structure as being necessary to take
advantage of the latter’s pre-existing tax exempt status as a
charitable institution; however, it is clear that an employer
may not justify gaining tax advantages by asserting its con-
tinued viability while, at the same time, denying its contin-
928 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
18 Board law, in cases involving true transfers of stock and clear
successorship issues, appears to be that an employer’s bargaining ob-
ligation is to recognize and bargain with its employees’ bargaining
representative so long as the bargaining unit remained an appropriate
one. NLRB v. Burns Security Services., 406 U.S. 272, 280–281
(1972); Hendricks-Miller Typographic Co., supra. Clearly, the same
must hold true herein.
19 Respondent does not contend that a unit, limited in scope to reg-
istered nurses, is not appropriate for purposes of collective bargain-
ing, and, utilizing its rule making authority, the Board has recently
ruled that a unit, encompassing all registered nurses at an acute care
facility, is an appropriate unit.
20 I mention the common wages and benefits but note that the in-
stitution of these is alleged as an unfair labor practice by the General
Counsel, and, in such circumstances, believe that such can not be
a significant factor supporting the appropriateness of the employer-
wide unit. Armco, Inc. v. NLRB, 832 F.2d 357, 363 (6th Cir. 1987).
21 Besides West Jersey Health System, supra, Respondent placed
great reliance on Presbyterian/St. Luke’s Medical Center, 289 NLRB
249 (1988), as support for its contention that the only appropriate
unit is one encompassing all its registered nurses. I believe that reli-
ance upon this latter decision is misplaced. Thus, the Board itself
noted that, inasmuch as it was acting pursuant to a remand order
from the United States Court of Appeals for the Tenth Circuit, it did
not apply the presumption favoring a single unit facility to the facts
of that case. Presbyterian/St. Luke’s, supra at 251 fn. 5. Accordingly,
it is inapposite to the instant matter.
ued existence in order to evade its obligations to employees
under the Act. Food & Commercial Workers v. NLRB, 768
F.2d 1463, 1471 (D.C. Cir. 1985); Miami Foundry Corp. v.
NLRB, 682 F.2d 587, 589 (6th Cir. 1982). Based on the fore-
going, and the record as a whole, I believe that Respondent
continued to owe a bargaining obligation to the former Chil-
dren’s Hospital registered nurses at its renamed California
campus as long as said employees continued to constitute an
appropriate unit.18
Counsel for the General Counsel argues that the bargain-
ing unit, for which CNA was the representative for purposes
of collective bargaining prior to the merger, the former Chil-
dren’s Hospital staff registered nurses, all of whom were im-
mediately offered employment by Respondent at its Califor-
nia campus on the effective date of the merger, continues to
constitute a separate appropriate unit after the merger; while
Respondent seeks a finding that the only appropriate unit,
subsequent to the merger, encompasses all of its registered
nurses on its California and Pacific campuses.19 At the out-
set, in this regard, it must be noted that Section 9(a) of the
Act requires that, in order to be designated as a group of em-
ployees’ exclusive representative for purposes of collective
bargaining, a labor organization must be selected, as such, by
a majority of the employees in an appropriate unit and that
‘‘there is nothing in the [Act] which requires that the unit
for bargaining be the only appropriate unit, or the ultimate
unit, or the most appropriate unit; the Act requires only that
the unit be ‘‘appropriate.’’ NLRB v. Great Western Produce,
839 F.2d 555, 557 (9th Cir. 1988); Capital Bakers, 168
NLRB 904, 905 (1967); Parsons Investment Co., 152 NLRB
192, 193 at fn. 1 (1965). Also, ‘‘the fact that one unit is ap-
propriate does not necessarily mean that all other units are
inappropriate.’’ NLRB v. Zayre Corp., 424 F.2d 1159, 1165
(5th Cir. 1970). Finally, on this point, the Board has long
held, in the industrial context and with retail merchandising
chains, that a single facility unit, geographically separated
from other facilities operated by the same employer, is pre-
sumptively appropriate for the purposes of collective bargain-
ing even if a broader unit might also be appropriate. Haag
Drug Co., 169 NLRB 877 (1968); Capital Bakers, supra;
Dixie Belle Mills, 139 NLRB 629 (1962).
In urging that I find that a unit of staff registered nurses,
limited to those employed by Respondent on the California
campus, is appropriate herein, counsel for the General Coun-
sel relies on Manor Healthcare Corp., 285 NLRB 224
(1987), in which the Board extended the single facility pre-
sumption to the health care industry. Id. at 226. However,
said presumption is a rebuttable one, requiring the party op-
posing such a unit to do so ‘‘by a showing of circumstances
that militate against its appropriateness, including an in-
creased risk of work disruption or other adverse con-
sequences.’’ Id. Further, the Board indicated that it would
continue to weigh the ‘‘traditional factors,’’ normally utilized
in unit determination cases, to determine if the presumption
has been overcome. Id. at 228. In a subsequent decision, the
Board enumerated these as including geographic proximity,
employee interchange and transfer, functional integration, ad-
ministrative centralization, common supervision, and bargain-
ing history. West Jersey Health System, 293 NLRB 749, 751
(1989). Further, noting that the instant matter did not arise
in the unit determination context and as, in successorship
cases, I believe that Respondent herein had the burden of es-
tablishing that the consolidation and centralization of func-
tions and other changes in employees’ terms and conditions
of employment ‘‘had destroyed the identity of the existing
unit’’ so as to render it no longer an appropriate unit. Zayre
Corp., supra.
In arguing that it has been under no obligation to recog-
nize and bargain with CNA as the collective-bargaining rep-
resentative of the California campus staff registered nurses
inasmuch as the only appropriate unit is one encompassing
its entire complement of staff registered nurses on both cam-
puses, Respondent’s counsel argue, and the record estab-
lishes, that the California campus and the Pacific campus are
located no more than a mile from each other; that, subse-
quent to the merger, Respondent has centralized management
over the entire medical center, including the nursing depart-
ment, with 12 vice presidents and approximately 100 depart-
ment directors, each of whom has cross-campus responsibil-
ity; that all personnel and labor relations functions, including
hiring and firing, are centralized in one human resources de-
partment; and that all registered nurses on both campuses, as
are all other employees, are covered by uniform policies,
working guidelines, wages, and benefits.20 Moreover, the
float pool of registered nurses work on both campuses; job
openings are posted on both campuses; and, during meetings
of the nurse forums, registered nurses from both campuses
attend. In addition, the record establishes, and counsel points
out, that, subsequent to the merger, Respondent has held
itself out to the public as constituting a single entity, with
neither the California campus nor the Pacific campus having
a separate identity. Thus, besides centralized management,
with one board of directors and one corporate bylaws; all
physicians have reciprocal admitting privileges; there is some
sharing of equipment; all signs, stationery, forms, and other
business documents display Respondent’s logo; and all ad-
vertising for available positions is employer wide.21
929CHILDREN’S HOSPITAL
22 Vice president of nursing, Penny Holland, did vaguely testify
that there were plans to end the duplicity of services some time in
the future; however, the Board has long held that such ‘‘specula-
tive’’ testimony is hardly ‘‘a basis upon which the Respondent could
lawfully refuse to bargain with the Union.’’ Rosehill Cemetery Assn.,
281 NLRB 425, 426 at fn. 4 (1986).
Notwithstanding the foregoing, in the circumstances of this
matter, I do not believe that the bargaining unit, limited to
the staff registered nurses working at Respondent’s Califor-
nia campus, has lost its identity as a separate appropriate
unit. Initially, in this regard, I stress the significance of the
rebuttable presumption of single-facility appropriateness in
the health care industry, and the lack herein of any record
evidence, demonstrating any increased risk of work disrup-
tion or other adverse consequences caused by union rep-
resentation in a less than employer wide bargaining unit. To
the contrary, the only record evidence herein is that, from the
date of the merger, through the time of the hearing, and into
the foreseeable future,22 Respondent’s California campus, the
former Children’s Hospital, has been, and will continue to
be, a full service acute care medical facility and that it and
Respondent’s Pacific campus, the former Pacific Pres-
byterian, offer to the public independent, complete patient
care and almost entirely duplicative services. Further, the
record is utterly devoid of evidence that the California cam-
pus and the Pacific campus share nonduplicative services or
that the California campus provides any service for Pacific
campus patients. Put succinctly, there is no record evidence
of any risk that a work stoppage at the California campus
will seriously disrupt Respondent’s overall operations. Manor
Healthcare, supra at 228.
Turning to consideration of some of the ‘‘traditional’’ cri-
teria, utilized in determining the appropriateness of a bar-
gaining unit, in my view, the most significant of these, in the
instant factual context, is the long history of collective bar-
gaining for the registered nurses at the California campus.
Thus, while the former Pacific Presbyterian registered nurses
apparently had never been represented for purposes of collec-
tive bargaining, the record evidence establishes that CNA
had acted as the bargaining representative for a separate unit
encompassing the former Children’s Hospital registered
nurses since, at least, 1947. Both the Board and the courts
have long recognized not only that the traditional factors,
which tend to support the finding of a larger or single unit
as being appropriate, are of ‘‘lesser cogency where a history
of meaningful bargaining has developed’’ but also that ‘‘this
fact alone suggests the appropriateness of a separate bargain-
ing unit’’ and that ‘‘compelling circumstances’’ are required
to overcome the significance of bargaining history. Armco,
Inc., supra at 363; Gibbs & Cox, Inc., 280 NLRB 953, 954
(1986); Marion Power Shovel Co., 230 NLRB 576, 579
(1977). For example, in Marion Power Shovel, supra, not-
withstanding the existence of various factors militating to-
ward a single production and maintenance unit, inasmuch as
the record evidenced a long bargaining history in a separate
machinists unit, the Board disregarded all other factors and
found the separate unit appropriate. Id. at 579. From the
foregoing, it is apparent that, in appropriate unit determina-
tion cases, the Board is reluctant to ignore or disparage a de-
veloped bargaining relationship, and, other than the usual
panoply of factors in such cases, Respondent has failed to
present any ‘‘compelling’’ reason for doing so in this matter.
Besides the collective-bargaining history between the re-
named Children’s Hospital and CNA, although of lesser sig-
nificance, in the instant circumstances, than bargaining his-
tory, the lack of meaningful interchange between nurses on
the two campuses must be emphasized. Thus, taking into ac-
count the testimony of the registered nurses, who testified on
behalf of the General Counsel, almost no interchange oc-
curred during the initial 2 months after the merger. Further,
although Penny Holland averred that, at least, 100 nurses had
either been cross-trained or actually worked at the other cam-
pus on low census days, she could give no more specific in-
formation as to how many actually worked on the other cam-
pus, and Respondent failed to offer any corroborating
records. Also, while Nancy Cotton stated that 18 operating
room registered nurses had performed work at the other cam-
pus and that three nurses had permanently transferred from
one campus to the other, Respondent offered no evidence as
to the number of hours or days involved, and the number of
permanent transfers appears to be minuscule considering the
more than 1400 staff registered nurses employed by Re-
spondent.
Although in West Jersey Health System, supra, the main
decision relied on by Respondent, the Board found a single
facility unit inappropriate notwithstanding the single facility
presumption, said decision is readily distinguishable from the
instant factual matrix. Thus, in that decision, not only was
there no evidence of any bargaining history in the single fa-
cility unit but also there was record evidence of a potential
for adverse consequences resulting from a labor disruption
involving the single facility unit. Id. at 751. Herein, of
course, the opposite is true in both instances. Moreover, in
West Jersey Health System, unlike herein, ‘‘there ha[d] been
a significant degree of permanent transfers of employees
among divisions, as well as a steady temporary interchange
of employees.’’ Id. Accordingly, notwithstanding factors in-
dicating centralization and standardization subsequent to the
merger, noting that, as each campus of Respondent remained
a full-service acute care medical facility and as both continue
to offer largely duplicative health care, the probability of a
disruption of services caused by labor problems involving the
single facility registered nurses unit is nil, that CNA and
Children’s Hospital had a longstanding collective-bargaining
history, in a unit encompassing only its registered nurses,
dating back to 1947, that there is little employee interchange
between the California and Pacific campuses, and that the
merger brought about no change in the daily work activities
of the former Children’s Hospital registered nurses, who con-
tinue to perform the same jobs and to have the same imme-
diate supervision and utilize the same California campus fa-
cilities as before the merger, I believe the record, as a whole,
warrants the conclusions that the Board’s presumption of sin-
gle-facility appropriateness has not been rebutted herein and
that Respondent’s staff registered nurses at its California
campus (the former Children’s Hospital registered nurses) re-
mained an appropriate unit subsequent to the June 16 merger.
Armco, Inc., supra.
I have concluded that the transaction, between Children’s
Hospital and Pacific Presbyterian, underlying the creation of
Respondent, was akin to that of a stock transfer; that, as a
result of the transaction, Respondent’s obligation to bargain
with CNA continued if the former Children’s Hospital reg-
istered nurses continued to comprise an appropriate unit; and
930 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
that, in fact, said bargaining unit continued to be appropriate
for purposes of collective bargaining. Accordingly, I find
that, subsequent to June 16, 1991, Respondent was under an
obligation to continue to recognize and bargain with CNA as
the bargaining representative of the staff registered nurses at
its California campus (Rockwood Energy Corp., supra;
Towne Plaza Hotel, supra) and that, therefore, by its letter,
dated June 16, withdrawing such recognition from CNA, Re-
spondent engaged in conduct violative of Section 8(a)(1) and
(5) of the Act. Armco, Inc., 279 NLRB 1184 (1986); Twin
City Trucking, 259 NLRB 576 (1981). Moreover, there is no
dispute that, having withdrawn recognition from CNA, Re-
spondent failed to offer to bargain with said labor organiza-
tion prior to instituting changes in the above employees’
terms and conditions of employment and that said changes
included a 17 percent wage increase, additional retirement
plan and health insurance plan choices, a paid time
off/extended illness bank plan, a flexible benefits plan to
cover out-of-pocket medical and related expenses, an addi-
tional paid holiday, limited jury duty paid time off, increased
weekend differential pay, elimination of the eligibility re-
quirement for paid education leave, and combining the Cali-
fornia campus and Pacific campus seniority lists. Inasmuch
as it was obligated to have offered CNA an opportunity to
bargain prior to implementing said changes in the former
Children’s Hospital registered nurses’ terms and conditions
of employment, Respondent’s disregard of its bargaining ob-
ligation and unilateral acts and conduct were violative of
Section 8(a)(1) and (5) of the Act. NLRB v. Katz, 369 U.S.
736 (1962); Rockwood Energy Corp., supra.
Turning next to the complaint allegations that, prior to and
during the bargaining between Children’s Hospital and CNA
for a successor collective-bargaining agreement, covering the
former’s registered nurses, Children’s Hospital engaged in
conduct violative of Section 8(a)(1) and (5) of the Act by
failing and refusing to provide to CNA a copy of the 1990
merger agreement between the parent corporations of Chil-
dren’s Hospital and Pacific Presbyterian and Children’s Hos-
pital’s 1989 and 1990 operating budgets and by failing and
refusing to bargain with CNA over the effects of the pro-
posed merger upon the registered nurses. Initially, with re-
gard to the information requests, there is no dispute that, by
letter dated January 31, CNA requested a copy of the 1990
merger agreement as it believed that the nurses might be ad-
versely impacted depending on the nature of the hospitals’
transaction; that Respondent refused to comply as it believed
the agreement was ‘‘confidential’’ and the request was ‘‘pre-
mature and legally unfounded’’; that, by letter dated March
19, CNA requested the budget documents in order to gain an
‘‘overall’’ picture of the hospital’s finances prior to bargain-
ing; and that Respondent denied the latter request. That
‘‘there can be no question of the general obligation of an
employer to provide information that is needed by the bar-
gaining representative for the proper performance of its du-
ties’’ has been a longstanding principle of the law of Section
8(a)(1) and (5) of the Act. NLRB v. Acme Industrial Co., 385
U.S. 432, 435, 436 (1967). An employer’s obligation, in this
regard, includes the duty to provide information necessary
for the administration and policing of an existing collective-
bargaining agreement. Id. at 435–438. The only issue that
may be raised relates to the relevancy of the requested infor-
mation to the bargaining representative’s performance of its
duties, and certain types of information, including employ-
ees’ names, addresses, dates of hire, rates of pay, and job
classifications, are considered to be ‘‘intrinsic to the core of
the employer-employee relationship’’ and, therefore, pre-
sumptively relevant. San Diego Newspaper Guild v. NLRB,
548 F.2d 863, 867 (9th Cir. 1977); Georgetown Holiday Inn,
235 NLRB 485–486 (1978). As to such information, the re-
questing labor organization need not show the precise rel-
evancy, and the employer has the burden of showing lack of
relevance. For other types of information, while the request-
ing labor organization must demonstrate the relevance of the
information sought, the standard of relevancy in such cir-
cumstances is a ‘‘liberal discovery-type standard,’’ requiring
only that there exist ‘‘a probability such data is relevant and
will be of use to the union in fulfilling its statutory duties
and responsibilities.’’ Acme Industrial, supra at 437; Loral
Electronic Systems, 253 NLRB 851, 853 (1980); Associated
General Contractors of California, 242 NLRB 891, 893
(1979). The types of information, at issue herein, did not in-
volve employees’ terms and conditions of employment;
therefore, there is no presumption of relevancy, and CNA
was required to demonstrate such. As to the requested merg-
er document, the record establishes that CNA was concerned
with the potential impact of the merger on the bargaining
unit, and, in Mary Thompson Hospital, 296 NLRB 1245
(1989), the Board found similar affiliation information rel-
evant to collective bargaining. Id. at 1250. Although Re-
spondent argues that any merger information would have
been premature as governmental agencies had not yet indi-
cated their approval of the merger, the facts remain that bar-
gaining was scheduled to commence with or without merger
approval; that the merger undoubtedly would have been an
issue; and that, as the agreement itself was the defined ex-
pression of the hospital’s desires and methodology for attain-
ing them, its terms, as such impacted upon the bargaining
unit employees, clearly would have influenced CNA as to
negotiating tactics, positions, and demands. Accordingly,
Children’s Hospital engaged in conduct violative of Section
8(a)(1) and (5) of the Act by failing and refusing to accede
to CNA’s request for the merger document. Mary Thompson
Hospital, supra. However, a different result is required with
regard to the 1990 and 1991 Children’s Hospital budget doc-
uments. While it is asserted that the budget documents were
necessary to enable CNA to obtain an accurate view of the
hospital’s financial condition prior to bargaining, there is no
record evidence that Children’s Hospital had ever indicated
that it would reject any of CNA’s wage or fringe benefit pro-
posals based upon inability to afford them or that CNA had
any reason to believe that the hospital would raise financial
problems as an issue during the bargaining. Rather, it appears
that CNA was merely seeking information to help it formu-
late proposals; however, what is of help to a labor organiza-
tion does not define an employer’s obligation to provide in-
formation. Warner Press, 301 NLRB 1161 (1991). Absent
any indication that Children’s Hospital would raise its finan-
cial condition during bargaining, I do not believe it was
under any obligation to provide budget information to CNA.
Id. Accordingly, I shall recommend dismissal of the applica-
ble paragraph of the instant complaint.
The final allegation of the complaint concerns Children’s
Hospital’s asserted refusal, since May 22, to bargain over the
effects of the proposed merger with Pacific Presbyterian. As
931CHILDREN’S HOSPITAL
23 Inasmuch as the transaction, underlying the creation of Respond-
ent, appears to have encompassed merely the amending of Children’s
Hospital’s articles of incorporation to change its name to that of Re-
spondent and the increasing of the existing corporation’s assets and
liabilities, for purposes of remedying the former Children’s Hos-
pital’s unfair labor practice and formulating the order herein, I shall
consider Respondent to be the successor to Children’s Hospital and
to be responsible for its unfair labor practices.
24 If no exceptions are filed as provided by Sec. 102.46 of the
Board’s Rules and Regulations, the findings, conclusions, and rec-
ommended Order shall, as provided in Sec. 102.48 of the Rules, be
Continued
to this, I was not impressed with the testimonial demeanor
of Willard Hatch, who was internally inconsistent and con-
tradictory and seemed to be dissembling on this point. In
particular, I found incredible Hatch’s assertion that, in re-
sponse to his reiteration of the aforementioned information
requests, Laurence Arnold nonresponsively said that he
would not bargain over the effects of the merger until it oc-
curred. Likewise, I can not credit the testimony of Lois Roth,
who directly contradicted Hatch as to whether the latter spe-
cifically demanded that Arnold bargain over the effects of
the merger. Further, as nothing contained in CNA’s contract
proposals to Children’s Hospital evidences effects bargaining,
I find that, at all times during the bargaining, CNA’s intent
was to negotiate a successor collective-bargaining agreement
with the hospital. Accordingly, I shall credit Laurence
Arnold’s denial that he ever refused to bargain over the ef-
fects of the merger and shall recommend dismissal of the ap-
plicable paragraph of the complaint.
CONCLUSIONS OF LAW
1. At all times, until June 16, 1991, Children’s Hospital
was an employer engaged in commerce and in a business af-
fecting commerce and a health care institution within the
meaning of Section 2(2), (6), (7), and (14) of the Act.
2. At all times, until June 16, 1991, Pacific Presbyterian
was an employer engaged in commerce and in a business af-
fecting commerce and a health care institution within the
meaning of Section 2(2), (6), (7), and (14) of the Act.
3. At all times, subsequent to June 16, 1991, Respondent
has been an employer engaged in commerce and in a busi-
ness affecting commerce and a health care institution within
the meaning of Section 2(2), (6), (7), and (14) of the Act.
4. CNA is a labor organization within the meaning of Sec-
tion 2(5) of the Act.
5. By, since on or about February 5, 1991, failing and re-
fusing to furnish to CNA a copy of the 1990 merger agree-
ment, between the parent corporations of Pacific Presbyterian
and itself, Children’s Hospital engaged in conduct violative
of Section 8(a)(1) and (5) of the Act.
6. All staff registered nurses employed by Respondent at
its California campus; excluding all other employees, guards
and supervisors as defined by the Act constitutes a unit ap-
propriate for the purposes of collective bargaining within the
meaning of Section 9(b) of the Act.
7. At all times material herein, CNA has been the rep-
resentative for purposes of collective bargaining of the em-
ployees in the appropriate unit described in paragraph 6
above.
8. By, on or about June 16, 1991, withdrawing recognition
from CNA as the bargaining representative for the registered
nurses employed at its California campus, Respondent en-
gaged in conduct violative of Section 8(a)(1) and (5) of the
Act.
9. By, on or about June 16, 1991, unilaterally, and without
first notifying and affording CNA, as the bargaining rep-
resentative of the registered nurses employed at its California
campus, an opportunity to bargain, changing said employees’
terms and conditions of employment, including, but not lim-
ited to, a 17 percent wage increase, additional retirement plan
and health insurance plan options, a paid time off/extended
illness bank plan, a flexible benefits plan to cover out-of-
pocket medical and related expenses, an additional paid holi-
day, limited jury duty paid time off, increased weekend dif-
ferential pay, elimination of the eligibility requirement for
paid education leave and the contractual grievance and arbi-
tration procedure, and combining the California and Pacific
campus seniority lists, Respondent engaged in conduct viola-
tive of Section 8(a)(1) and (5) of the Act.
10. The unfair labor practices affect commerce within the
meaning of Section 2(6) and (7) of the Act.
11. Unless specifically found herein, Respondent engaged
in no other unfair labor practices.
REMEDY
Having found that Respondent23 has engaged in serious
unfair labor practices within the meaning of Section 8(a)(1)
and (5) of the Act, I shall recommend that it be ordered to
cease and desist from engaging in any such conduct in the
future and to take certain affirmative actions necessary to ef-
fectuate the purposes and policies of the Act. In this regard,
I shall recommend that Respondent be ordered to extend rec-
ognition to CNA as the bargaining representative of its reg-
istered nurses at its California campus and to bargain collec-
tively, in good faith, with said labor organization if the latter
so requests. With regard to the numerous unilateral changes,
implemented by Respondent on or immediately after June 16,
1991, the normal practice of the Board is to direct the em-
ployer to restore the status quo ante where such unilateral ac-
tions are to the detriment of the affected employees. Herein,
while some of the unilateral acts appear to have been to the
detriment of the California campus registered nurses, others
obviously have been to their benefit. In such mixed situa-
tions, Board policy is quite clear, and, having considered
counsel for Respondent’s arguments in their post-hearing
brief, I see no reason to depart from it. Accordingly, I shall
recommend utilization of the formula set forth in KXTV, 139
NLRB 93 (1962); Kendall College, 228 NLRB 1083 (1977),
and Rockwood Energy Corp., supra, and similar other
cases—issuance of a recommended status quo ante restora-
tion order conditioned upon the affirmative desires of the
California campus registered nurses as expressed through
their bargaining representative. With regard to the informa-
tion request, as the so-called merger has already occurred
and with the terms of such made public, it seems superfluous
to require that Respondent furnish copies of the 1990 merger
agreement to CNA. Accordingly, I shall recommend that Re-
spondent be ordered to do so only upon a specific request
from CNA. Finally, Respondent shall be required to post a
notice, affirmatively setting forth its obligations.
On these findings of fact and conclusions of law and on
the entire record, I issue the following recommended24
932 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
adopted by the Board and all objections to them shall be deemed
waived for all purposes.
25 If this Order is enforced by a judgment of a United States court
of appeals, the words in the notice reading ‘‘Posted by 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.’’
ORDER
The Respondent, Children’s Hospital of San Francisco and
California Pacific Medical Center, San Francisco, California,
its officers, agents, successors, and assigns, shall
1. Cease and desist from
(a) Failing and refusing to furnish to CNA with copies of
the 1990 merger agreement between its parent corporation
and that of Pacific Presbyterian;
(b) Withdrawing recognition from CNA as the representa-
tive for purposes of collective bargaining of its staff reg-
istered nurses at its California campus.
(c) Unilaterally, without notifying or affording CNA as the
representative for purposes of collective bargaining of its
staff registered nurses at its California campus an opportunity
to bargain, changing various of the terms and conditions of
employment of said registered nurses, including, but not lim-
ited to, their wages, health insurance, pension, vacations,
holidays, sick leave, grievance procedure, differential pay,
and seniority.
(d) In any like or related manner interfering with, restrain-
ing, or coercing employees in the exercise of the rights guar-
anteed to them by Section 7 of the Act.
2. Take the following affirmative action necessary to ef-
fectuate the policies of the Act.
(a) Recognize and, upon request, bargain collectively, in
good faith, with CNA, as the exclusive representative for
purposes of collective bargaining in an appropriate unit, con-
sisting of all staff registered nurses employed by Respondent
on its California campus; excluding all other employees,
guards and supervisors as defined by the Act, concerning
rates of pay, wages, hours of employment, and other terms
and conditions of employment.
(b) If CNA so desires, revoke and cease giving effect to
the changes in the aforementioned employees’ terms and
conditions of employment, which were implemented on or
immediately after June 16, 1991; and in the event of such
revocation, make employees whole, with interest, for any
losses may they may have suffered as a result of said
changes.
(c) If CNA so desires, furnish it with copies of the 1990
merger agreement document.
(d) Post at its San Francisco, California facilities, includ-
ing its California and Pacific campuses, copies of the at-
tached notice marked ‘‘Appendix.’’25 Copies of the notice,
on forms furnished by the Regional Director of Region 20,
after being signed by Respondent’s authorized representative,
shall be posted by Respondent immediately upon receipt and
maintained for 60 consecutive days in conspicuous places,
including places where notices to employees are customarily
posted. Reasonable steps shall be taken by Respondent to en-
sure that the notices are not altered, defaced, or covered by
any other material.
(e) Notify the Regional Director in writing within 20 days
from the date of this Order what steps Respondent has taken
to comply.
IT IS FURTHER ORDERED that the complaint be dismissed
insofar as it alleges that Respondent violated Section 8(a)(1)
and (5) of the Act by failing and refusing to provide copies
of Children’s Hospital’s 1990 and 1991 budgets and by re-
fusing to bargain over the effects of a proposed merger.
APPENDIX
NOTICE TO EMPLOYEES
POSTED BY ORDER OF THE
NATIONAL LABOR RELATIONS BOARD
An Agency of the United States Government
Having found that we have committed serious unfair labor
practices, the National Labor Relations Board has ordered
that we undertake and abide by the promises contained in
this notice.
WE WILL NOT fail and refuse to furnish to the California
Nurses Association (CNA) copies of the 1990 merger agree-
ment between our parent corporation and that of Pacific Pres-
byterian Medical Center.
WE WILL NOT withdraw recognition from CNA as the rep-
resentative for purposes of collective bargaining of the fol-
lowing appropriate unit of our employees: all staff registered
nurses employed at our California campus; excluding all
other employees, guards, and supervisors as defined by the
Act.
WE WILL NOT unilaterally, without notifying and affording
CNA as the representative for purposes of collective bargain-
ing of the staff registered nurses at our California campus,
change various terms and conditions of employment of said
employees, including, but not limited to, their wages, health
insurance, pension, vacations, holidays, sick leave, and se-
niority.
WE WILL NOT in any like or related manner interfere with,
restrain, or coerce our employees in the exercise of the rights
guaranteed to them by Section 7 of the Act.
WE WILL recognize and, upon request, bargain collec-
tively, in good faith, with CNA as the exclusive representa-
tive for purposes of collective bargaining of the above appro-
priate unit of our employees.
WE WILL, if CNA so desires, revoke and cease giving ef-
fect to any changes in the terms and conditions of employ-
ment of our staff registered nurses at our California campus
which were implemented on or immediately after June 16,
1991, and, in the event of such revocation, WE WILL make
employees whole, with interest, for any losses they may have
suffered as a result of said changes.
WE WILL, if CNA so desires, furnish it with copies of the
1990 merger agreement between our parent corporation and
that of Pacific Presbyterian Medical Center.
CALIFORNIA PACIFIC MEDICAL CENTER