Concrete Mfg., Co. of Dekalb

National Labor Relations Board - Board Decisions

Sep 11, 1979

244 N.L.R.B. 975 (N.L.R.B. 1979)

CONCRETE MFG. CO. OF DEKAI.B
Concrete Manufacturing Company of Dekalb and
Concrete Manufacturing Company and its Direc-
tors, Officers and Agents; James C. Bailey, John
Barrett, Julian Davis, Aldine Walker, Charles Led-
ford; the Retirement Committee of Concrete Manu-
facturing Company of Dekalb Retirement Plan and
Local Union 8, Georgia Bricklayers, Masons, Plas-
terers International Union. Cases 10 CA 11213.
10-CA-11271, 10-CA-11380, and 10-CA 11580
September 11, 1979
SUPPLEMENTAL DECISION AND ORDER
BY CHAIRMAN FANNING AND MEMBIRS JNKINS
AND PENEH1.1o
On June 29, 1979, Administrative Law Judge Rob-
ert C. Batson issued the attached Supplemental Deci-
sion' in this proceeding. Thereafter, the General
Counsel filed exceptions and a supporting brief.
Pursuant to the provisions of Section 3(h) of the
National Labor Relations Act, as amended, the Na-
tional Labor Relations Board has delegated its au-
thority in this proceeding to a three-member panel.
The Board has considered the record and the at-
tached Supplemental Decision in light of the excep-
tions and brief and has decided to affirm the rulings.
findings, and conclusions of the Administratie Law
Judge and to adopt his recommended Order.
ORDER
Pursuant to Section 10(c) of the National Labor
Relations Act, as amended, the National Labor Rela-
tions Board adopts as its Order the recommended Or-
der of the Administrative Law Judge and hereby or-
ders that Respondent, Concrete Manufacturing
Company of Dekalb and Concrete Manufacturing
Company, Atlanta, Georgia, the officers, agents suc-
cessors, and assigns of each of them, shall pay the
employees listed below the sums opposite their
names, with interest thereon as computed in the Ad-
ministrative Law Judge's Supplemental Decision. and
with appropriate deductions for taxes required to be
withheld by Respondent under Federal and State
laws:
Calvin Jones $4,502
Alfred Lee Shealey $1,830
IT IS FURTHER ORDERED that the Board shall, and it
hereby does, reserve the determination as to whether
any individal may be personally liable for satisfying
this backpay award as a result of any illegal conver-
I The original Decision is not reported in the Board's bound volumes.
sion of corporate funds which should be used to sat-
isfy the award pending court enforcement of this Or-
der and a plea of the Respondent and its officers or
agents of inability to comply due to lack of assets.
SUPPLEMENTAL DECISION
SlArilMtNmil )i tiI C.,si
ROBERT C. BATSON, Administrative Law Judge: This
supplemental proceeding was initiated by the National La-
bor Relations Board's Regional Director for Region 10.
pursuant to Section 102.52. et. seq., of the Board's Rules
and Regulations, as amended, by the issuance of an
amended backpay specification and notice of hearing on
October 10. 1978.1 Respondents James (. Bailey and Al-
dine Walker filed identical answers to the Board's pleading
pursuant to Section 102.54 of the aforesaid Rules and
Regulations. No other party or agent Respondent filed an
answer. Only Respondent James C. Ballev appeared and
was represented at the hearing. which was held before me
in Atlanta. Georgia. on March 26, 1979.
On January 30. 1978, the United States Court of Appeals
for the Fifth Circuit granted the Board's application for
summars entr' of judgment, enforcing the Order of the
Board which was issued June 10. 1976. wherein it adopted
without exceptions the findings, conclusions. and recom-
mended Order of the Administrative aw Judge. which is-
sued April 29. 1976. The Board's Order. as enforced, pro-
vided inter alia, that "(Concrete Manufacturing ('onipani oft
Dekalb and Concrete Manufacturing Company and the of-
ficers, agents, successors and assigns of both these corpora-
tions." which had been found to constitute a single em-
ployer. should make whole Calvin Jones and Alfred L.ee
Shealy for any loss of pay theN may have suffered by reason
of the discrimination practiced against them. with interest
thereon at 6 percent per annum.
The amount of backpay claimed by the General Counsel
in the backpay specifications: $4,502.00 for Calvin Jones
and $1,830.00 for Alfred Lee Shealy is not denied or in
issue. The principle issue raised by the pleadings and liti-
gated is whether a retirement plan surplus of some $17.000.
which existed after all beneficiaries with vested interest had
been paid upon termination of the plan when Respondent
company became defunct after foreclosure proceedings.
may be reached by the Board to satisfy the backpay liabil-
ity. These surplus retirement plan funds were distributed to
the vested interest beneficiaries of the plan on a pro rata
basis in July 1977. These beneficiaries are the individual
party Respondents named in the specification and are al-
leged to constitute the "Retirement Committee of the Con-
crete Manufacturing Company of Dekalb Retirement
Plan." In short, the General Counsel contends that these
funds, upon termination of the retirement plan, became
company assets pursuant to article IX, section 2. of the
I An original backpay specification and notice of hearing issued on Ma)
15, 1978, alleged as a party Respondent, the Citizens and Southern National
Bank, and sought to hold Respondent jointly and severally liable for the
backpay liability alleged therein. The sole purpose of the amended pleading
was to delete this Respondent.
244 NLRB No. 163
975
DECISIONS OF NATIONAL LABOR RELATIONS BOARD
retirement plan, effective July 1, 1967, which provides, in
relevant part, that upon termination of the plan. "If the
assets of the plan are more than sufficient to provide 100
percent of the benefits for all priority classes, the remainder
shall revert to the Company." He further argues that the
decision of the Retirement Committee, chaired by Respon-
dent Company's president and chief stockholder, James C.
Bailey, to distribute the funds on pro-rata basis to the
vested interest beneficiaries, 75 percent of which Bailey per-
sonally received, was an attempt to avoid the backpay li-
ability.
As noted above, only Bailey and Walker filed an answer
to the specifications, and only Bailey appeared and was
represented at the hearing. The thrust of Respondent Bai-
ley's contention is that he is not liable for the backpay claim
against Respondent Company since the General Counsel
has failed to establish that the surplus funds were assets of
the Company or that he had any fiduciary duty imposed
upon him as an officer of the Company to preserve the
funds for such purpose. Respondent Bailey also claims that
he may not now be held liable for the obligation since he
was not named in the underlying unfair labor practice case
out of which the liability arose.
The pertinent facts of this case are not in dispute. Upon
the entire record, including consideration of briefs filed by
the counsel for the General Counsel and Respondent Bai-
ley, I make the following:
FINDINGS AND CONCLUSIONS
1. CHRONOLOGY OF EVENTS
1. The hearing on the underlying unfair labor practice
consolidated complaint was held before the Administrative
Law Judge on January 12-26, 1976.
2. On March 2 and 3, 1976, the Citizens and Southern
National Bank, which held various security mortgages on
the assets of Respondent companies, found to be a single
employer, instituted foreclosure proceedings and on March
3, 1976, seized the plants and all physical assets of the com-
panies, including accounts receivable. It appears that the
Bank, by an agent, caused the plants to operate, i.e., pro-
duce cement bricks and blocks, only enough to prevent de-
terioration of the equipment.
3. On April 6, 1976, the physical assets of the companies
were sold by the Bank, and at some point thereafter the
bank obtained a $350,000 deficiency judgment.
4. On April 29, 1976, the Decision of the Administrative
Law Judge issued which contained the Order to make
whole the two discriminatees involved in this proceeding,
and the case itself was transferred to the Board.
5. On June 10, 1976, the Board adopted the Administra-
tive Law Judges' findings, conclusions, and recommended
Order in the absence of exceptions.
6. On April 16, 1977, the Board filed an application for
summary entry of judgment to enforce its Order of June 10,
1976, in the United States Court of Appeals for the Fifth
Circuit.
7. On April 25, 1976, the attorney who represented Re-
spondents in the unfair labor practice case before the Ad-
ministrative Law Judge wrote a letter to the clerk for the
Fifth Circuit Court of Appeals representing, inter alia, that
he no longer represented Respondent and that Respondent,
due to the sale of all its physical assets by secured creditors,
was no longer in business in the State of Georgia or any
other State.
Before going to the next chronological relevant event it is
necessary to set forth some background. On February 23,
1963, the Concrete Manufacturing Company of Dekalb cre-
ated an indenture establishing a retirement plan for its em-
ployees to become effective July 1. 1967. The plan was to-
tally funded by the employer and required 10 years of
continuous service to become vested. On February 28,
1968, the Company entered into a trust agreement with the
First National Bank of Atlanta, wherein that Bank became
the trustee of the Concrete Manufacturing Company of De-
kalb Retirement Plan described above. In 1972. the Citizens
and Southern National Bank assumed the aforedescribed
trust agreement and became trustee of the plan.
In March 1976, when the Company ceased doing busi-
ness due to the foreclosure, the trustee, in accordance with
article X of the trust agreement, disbursed to all partici-
pants with a vested interest their pro rata share of the cor-
pus of the plan except for the surplus funds which had
accrued by virtue of contributions made on behalf of em-
ployees who did not have a vested interest in accordance
with article IX of the retirement plan. The only employees
of the Company with a vested interest are the five individ-
uals named in the specifications. It appears that a total of
about $13,000 was distributed in this manner, with 75 per-
cent going to James C. Bailey and the remaining being dis-
bursed to the other four individuals. There remained in the
trust then a, so-called, surplus of $17,045.77. It is these
funds which the General Counsel contends are company
funds and may be reached to satisfy the backpay liability.
Article X of the trust agreement, dealing with termina-
tion of the trust, provides, in relevant part, that after satis-
faction of all liabilities with respect to the participants, any
such excess funds, "shall he paid over or delivered by the
trustee to or on order of the committee."2 Article IX, sec-
tion 2, of the retirement plan provides that upon termina-
tion of the plan, "If the assets of the plan are more than
sufficient to provide 100 percent of the benefits for all prior-
ity classes (vested participants), the remainder shall revert
to the company."
The record is unclear as to the individuals constituting
the board of directors and the retirement committee at the
time the Company ceased operations in March 1976. How-
ever, in May 1977, the same individuals constituted the
board of directors and the retirement committee. They
were: James C. Bailey, chairman of the board of the com-
mittee: his wife, Nancy, secretary of the board and member
of the committee; and John Barrett, member of both.
Continuing with the chronology;
8. On May 12, 1977. the board held a special meeting'
2 "Committee" as used here refers to the "Retirement Committee" created
by article VIII of the retirement plan which provides that the committee
shall consist of at least three individuals who shall be appointed by. and
serve at the pleasure of. the board of directors of the Company.
I It appears from the testimony of Bailey that this meeting was informal
and consisted of a discussion of the subject matter with his wife. The two
976
CONCRETE MFG. CO. OF DEKAI.B
for the purpose of directing that the chairman of the retire-
ment committee direct and instruct the trustee of the plan
to distribute the residual assets on a pro-rata basis to the
beneficiaries who rceived the initial termination contribu-
tions.
9. On May 13, 1977. James C. Bailey. as chairman of the
retirement committee, prepared and hand delivered a letter
to James W. Eaton, of the Citizens and Southern National
Bank Trust Department, wherein the trustee was instructed
to disburse the residual funds in accordance with the
Board's resolution described above.
10. On June 1, 1977, the Bank, as trustee of the retire-
ment plan, filed a complaint for interpleader in the United
States District Court for the Northern District of Georgia,
docketed as Civil Action C77-903 A, naming the Concrete
Manufacturing Company of Dekalb, the retirement com-
mittee, and all beneficiaries as defendants. In substance, the
complaint alleged that by reason of the conflicting provi-
sions of the trust agreement and the retirement plan as to
the disposition of the residual funds and in view of the
demand made upon the trustee by the retirment committee,
that the defendants be required to interplead and settle
among themselves their rights to the residual funds, and
that upon disbursing the funds according to such settle-
ment, the trustee be discharged from all liability.
II. On July 7, 1977, the Board, concluding on the basis
of the letter written to the clerk of the Fifth Circuit Court of
Appeals on April 25, that there were no assets of the Com-
pany to satisfy the backpay liability, filed a motion with the
circuit court to withdraw its application for enforcement.
12. On July 11. 1977, an answer and statement of claims
in interpleader was filed by the defendants in the trustee's
interpleader action. In substance, the answer averred that
Concrete Manufacturing Company of Dekalb and the re-
tirement committee had no interest in the residual funds
and that the funds should be distributed to the beneficiaries
of the plan in the following amounts: James C. Bailey,
$12,651.37: John Barrett, $1,009.1 1; Julian Davis, $151.71:
Aldine Walker, $1,680.71; and Charles Ledford, $1,552.87.
Simultaneously, the defendants filed a motion for judgment
on the pleadings, which was granted by the district court by
order dated July 11, 1977.
13. On July 21. 1977, the compliance officer for Region
10, learned of the action taken by the district court on July
11, when his attention was called to the legal newspaper,
the Fulton County Reporter, wherein the disposition of the
matter was reported.
14. On August 18, 1977, the United States Circuit Court
of Appeals for the Fifth Circuit granted the Board's motion
to withdraw its application for summary entry of judgment
to enforce the Board's Order.
15. On November 10, 1977, the Board refiled a motion
for summary entry of judgment enforcing the Board's Or-
der in the underlying case.
16. On December 5, 1977, Concrete Manufacturing
Company of Dekalb and Concrete Manufacturing Com-
pany, Respondent in the underlying case, filed a motion
constituted a quorum for the purpose of conducting business on behalf of the
board.
with the court of Appeals to dismiss the Board's application
for enforcement or in the alternative for leave to adduce
additional evidence.
17. On December 15. 1977, the Board filed a response in
opposition to the motion to dismiss and leave to adduce
additional evidence.
18. On January 30. 1978, the Fifth Circuit Court of Ap-
peals denied Respondent's motions to dismiss and to ad-
duce additional evidence and granted the Board's applica-
tion for summary entry to judgment enforcing its Order.
On these facts it appears that the General Counsel is
contending in the first instance, that the action of the board
of directors and the retirement committee directing the
trustee of the retirement plan paying the surplus funds to
the vested interest participants was ineffective and the
funds remain company assets. Accordingly, the argues that
these are the funds the Board may reach to satisfy the back
pay obligation. Although not entirely clear, it appears that
in the second instance, or perhaps in the alternative. he
concedes that these funds were siphoned effectively from
the Company assets completely depleting such, but since
done for the purpose of defeating the backpay award, the
individual officers and agents responsible for the action
may be held personally liable for the award.
Respondent Bailey contends, in substance, that at the
time that the board of directors and the retirement commit-
tee directed the trustee to pay the surplus funds to the plan
participants the Board's backpay order had not been en-
forced by the court of appeals. and thus the action could
not have been for the purpose of defeating a judicially en-
forced backpay order. Secondly, Bailey argues that the dis-
bursement of these funds was made pursuant to an order of
the United States district court, albeit, entered in accord-
ance with a settlement agreement upon an unopposed mo-
tion for judgment on the pleadings, to which the Board was
not a party. Accordingly, he contends all issues with respect
to the disbursement of the surplus funds is res adjudicara.
Bailey then argues that, in any event, the facts do not estab-
lish that he, as an officer of the company, diverted to him-
self, or willingly concealed assets of the company, or en-
gaged in any "chicanery" so as to warrant piercing the
corporate veil to reach him as an individual. Finally. he
contends that he. and presumably the other individuals al-
leged as officers and agents and the retirement committee,
cannot now be held liable for the backpay award since they
were not named in the original complaint case.
II. ANALYSIS AND CONCI.USIONS
At the hearing I was initially of the opinion that all the
issues raised by the pleadings, except for an adjudication of
the amount of backpay due pursuant to the Board's court
enforced Order of June 10, 1976. which amount is not effec-
tively disputed, were issues which could be raised in a con-
tempt proceeding. The United States Court of Appeals for
the Fifth Circuit granted enforcement of the Board's Order,
which was directed to Respondent, its officers, agents, suc-
cessors. and assigns. Thus, it appeared to me that upon
enforcement of the Board's Order, fixing the amount of
backpay due, the corporate officers, some of whom are al-
leged here as officers and agents, would have the duty to
977
D7F.CISIONS OF NATIONAL LABOR RELATIONS BOARD
satisfy the judgment, including disbursing corporate funds
to meet the corporate backpay liability, or risk punishment
for contempt. N.L..R.B. v. Hopwood Relinning Inc., and
Monarch Reinning Company Inc., 104 F.2d 302, 304 305
(2d Cir. 1939); West Te.rxas Utilities (ompatv, Inc. v.
A'.L.R.B., 206 F .2d 442, 445 (D.C. Cir. 1953). Accordingly,
if; as the General Counsel argues in the first instance, this
$17.000 remains corporate assets and thus may be reached
by the Board to satisfy the backpay award, upon a plea of
Respondent's officers of inability to pay, the proper proce-
dure would be to petition the United States Court of Ap-
peals for the Fifth Circuit to find the officers in civil con-
tempt for refusing to use the funds to satisfy the award.
Contempt may be adjudicated although the Board's Order
fixing the amount of back pay had not been enforced at the
time of the asserted lack of ability to pay. Cf. N.L.R.B. v.
Deena Artware, Inc. 261 F.2d 503 (6th Cir. 1968) upon
remand by the Supreme Court, 361 U.S. 398 (1960).
Moreover, where the Board's Order fixing the amount of
backpay runs to Respondent, its officers, agents, successors,
and assigns it is enforced by the court, and there it is a plea
of inability to pay due to lack of assets, the question of
whether there are any assets in the hands of any part to
whom the order runs is one to be answered by the court of
appeals in a contempt proceeding. This is true even where
affiliated corporations not named in the supplemental pro-
ceeding are sought to be held liable by reason of derivative
liability. In the supplemental proceeding, fixing the amount
of backpay due in Deena Arware, Inc., 112 NLRB 371
(1955), enfd. sub norn. N.L.R.B. v. Deena Artware, Inc., 228
F.2d 871 (6th Cir. 1955), only the original respondent was
named. Upon a plea of inability to pay, the Board sought
court-supervised discovery to substantiate respondent's plea
without seeking to hold respondent in contempt. The court
held that in the absence of contempt proceedings, it did not
have jurisdiction over the motion. N.L.R.B. v. Deena Art-
ware, Inc., 251 F.2d 183 (6th Cir. 1958). The Board then
filed a petition with the court to hold Deena and four other
alleged affiliated corportions, which had not been named in
the original proceeding, in contempt. The court dismissed
the contempt proceedings and the Board's motion for dis-
covery to ascertain whether the additional companies were
affiliates which could be held liable. The Supreme Court,
361 U.S. 398 (1960), reserved the question of civil contempt
for future consideration and remanded the case to the cir-
cuit court to permit the Board to engage in discovery to
ascertain whether the affiliated corporations constituted a
single enterprise with respondent and thus may be held lia-
ble for the backpay award.
I am still of the opinion that the only question which
should be before me at this time is the amount of backpay
due under the Board's previous court enforced order. While
the General Counsel seeks to hold Bailey, Barrett, Davis,
Walker, and Ledford personnally liable for the back pay
award, he does so on the theory that as officers and agents
of Respondent they illegally diverted company funds to
themselves to frustrate the Board's backpay order. These
individuals, as was the retirement committee, was named
for the first time in the backpay specifictions, but only in
their representative capacity as directors, officers, and
agents the officers, and agents of Respondent. The Board's
underlying court enforced order runs to the officers and
agents of Respondent, as will the order fixing the amount of
backpay, and such corporate officers are responsible for
taking the necessary steps to effectuate the Board's order.
Isaac Schieber, et al. individuall' as , Alle Hat (Companv, 26
NLRB 937 (1940), enfd. 116 F.2d 281 (8th Cir. 1940). Such
corporate officers have a duty to satisfy a court enforced
Board Order, including disbursing corporate funds to meet
the corporate back pay obligation or risk punishment for
contempt. This is well settled, as noted above. N.L.R.B. v.
Hopwood Relinning Co.,' N.L.R.B. v. West Texas Utilities
Co., supr. Here, it appears that the General Counsel is
attempting to identify the corporate officers responsible for
effectuating the Board's order for backpay. However, this
question also may be answered in a contempt action where
the Board may utilize discovery to ascertain the identity of
the officers, agents, or others legally responsible for satisfy-
ing the court enforced backpay award. The same is true
with respect to whether the surplus funds from the retire-
ment plan remained corporate assets.
Accordingly, I conclude that this order should run to Re-
spondent, its officers, agents, successors, and assigns, who-
ever they may be, which question may be appropriately
answered in proceedings which may be instituted to obtain
compliance with this order, fixing the amount of backpay
due when the order has been enforced by the appropriate
circuit court of appeals. Moreover, it would appear that if
Respondent's officers and agents charged with satisfying the
court enforced Board Order for backpay are guilty of hav-
ing illegally converted corporate funds to their own use.
which is the basis of the General Counsel's contention that
they should be held personally liable, such funds would
remain corporate funds and may be reached to satisfy the
backpay award. However, in my view, that is a question to
be answered by an appropriate court of general jurisdiction
in an appropriate proceeding, here, a petition for civil con-
tempt to the United States Court of Appeals for the Fifth
Circuit upon enforcement of the Board's Order in this case
and judgment thereon.
One final matter is raised by the General Counsel's mo-
tion for summary judgment as to Respondent and the al-
leged agents who did not file an appropriate answer to the
specifications in accordance with Section 102.54 of the
Board's amended Rules and Regulations. Section 102.54(c)
of the aforementioned Rules provides in relevant part that
"If the respondent fails to file any answer to the specifica-
tion within the time prescribed by this section, the Board
may, either with or without taking evidence in support of
the allegations of the specification and without notice to the
respondent, find the specification to be true and enter such
order as may be appropriate." [Emphasis supplied.] Only
Bailey and Walker, who are alleged as agents of Respon-
dent, filed timely answers to the specifications. It is clear
that their answers were intended to be limited to their own
interests. Their answers placed in issue certain allegations
of the specifications, specifically a denial of paragraphs 8
and 9, which alleges, in substance that Bailey, Barrett, Da-
vis, Walker, and Ledford were members of the retirement
committee and that Bailey and Barrett were officers and
members of the board of directors of Respondent. The un-
refuted testimony of Bailey is that only he and Barrett were
978
CONCRETE MFG. CO. OF DEKALB
members of' the committee and officers of the corporation.
The General Counsel indicated that he had no evidence to
refute this testimony, and when asked if he wished to
amend his specific.tions to comport with the evidence, he
stated that "I would just let it stand and you do with it
whatever you may."
The General Counsel's motion for summary judgment
with regard to Barrett, Davis, Ledford, and the retirement
committee is denied. While Section 102.54(c) of the afore-
mentioned Rules permits the Board to find all allegations of
a backpay specification to be true where no timely answer is
filed without the taking of evidence, where evidence is
taken which refutes such allegations. I believe that I am
precluded from granting summary judgment under Section
102.54(c) and must decide the case on the basis of the evi-
dence. Here. I have concluded that I need not and do not
decide the identity of the officers and agents of Respondent
responsible for satisfying the backpay award. Accordingly.
I make no finding with respect to whether Barrett. Davis.
Ledford, and the retirement committee are, or are not, offi-
cers and agents of Respondent.
I grant the General Counsel's motion for summary judg-
ment as to the original Respondent, Concrete Manufactur-
ing Company of Dekalb and Concrete Manufacturing
Company, and the officers, agents, successors, and assigns
of each of them, as provided in the original Order.
THE REMEDY
The obligations of Respondent, its officers, agents, suc-
cessors, and assigns, to the discriminatees herein shall be
discharged by the payment to them or their heirs the re-
spective amounts of money set forth in the backpay specifi-
cations and the Order herein. Such amounts shall be pay-
able, plus interest at the rate of 6 percent per annum, to
accrue for the amount due on the last day of each calendar
quarter, as set forth in the backpay specifications, as pro-
vided in Isis Plumbing & Heating Co.. 138 NLRB 716
(1962), and continuing until the date of the Order herein it
is complied with minus any tax withholdings required hb
Federal and state laws in accordance with the Board's for-
mula in F W. Woolworth Company, 90 NLRB 289 (1950).
Upon the foregoing findings of fact and conclusions of
law and the entire record and pursuant to Section 10(c) of
the Act, I hereby issue the following:
ORDER4
The Respondent, Concrete Manufacturing Company of
Dekalb and Concrete Manufacturing Company, the offi-
cers, agents, successors, and assigns of each of them. shall
make the following named employees whole by payment to
them of the following amounts, together with interest, as set
forth in the section of this decision entitled "The Remedy."
and continuing until the amounts are paid in full.
Calvin Jones
Alfred Lee Shealey
$4.502.00
$1,830.00
IT IS ALSO RECOMMENDED that the Board reserve the de-
termination as to whether any individual may be personally
liable for satisfying this backpay award as a result of his
illegal conversion of corporate funds which should be used
to satisfy the award pending court enforcement of this Or-
der and a plea of Respondent and its officers or agents of
inability to comply due to lack of assets.
4 In the event no exceptions are filed. as provided by Sec. 102.46 of the
Rules and Regulations of the National Labor Relations Board, the findings.
conclusions, and recommended Order herein shall, as provided in Sec. 102.48
of the Rules and Regulations, be adopted by the Board and become its
findings. conclusion, and Order, and all objections thereto shall be deemed
waived for all purposes.
979