The Bayer Co., Inc.

National Labor Relations Board - Board Decisions

Feb 18, 1944

54 N.L.R.B. 1492 (N.L.R.B. 1944)

In the Matter of THE BAYER COMPANY , INC., AND STERLING DRUG, INC.
and CHEMICAL & PHARMACEUTICAL WORKERS UNION LOCAL #23135,
A. F. L.
Case No. 2-C-5146.-Decided February 18, 1944
Mr. Martin I. Rose, for the Board.
Rogers, Huge & Hills, by Mr. Jerome L. Isaacs, of New York City,
for the respondents.
Mr. John Braun, of Albany, N. Y., for the Union.
Mr. John J. Conway, of Albany, N. Y., for the Associations; Mr.
Luther A. Moorehead, of Troy, N. Y., for the Men's Association; and
Miss Grace Purrott, of Rensselaer , N. Y., for the Women's Associa-
tion.
Mr. Frederic B. Parkes, end, of counsel to the Board.
DECISION
AND
ORDER
STATEMENT OF THE CASE
Upon charges and amended charges duly filed by Chemical & Phar-
maceutical Workers Union Local #23135, A. F. L., herein called the
Union, the National Labor Relations Board, herein called ,the Board,
by the Regional Director for the Second Region (New York City),
issued its complaint, dated September 20, 1943, against The Bayer
Company, Inc., and Sterling Drug, Inc., Rensselaer , New York, herein
individually called the respondent Bayer and the respondent Sterling,
respectively, and sometimes collectively called the respondents, alleg-
ing that the respondents had engaged in and were engaging in unfair
labor practices affecting commerce , within the meaning of Section 8
(1), (2), and (3) and Section 2 (6) and (7) of the National Labor
Relations Act, 49 Stat. 449, herein called the Act. Copies of the Com-
plaint , accompanied by notice of hearing, were duly served upon the
respondents and the Union, and also upon Bayer Women Workers
Association, Bayer Workers Association, and Bayer Workers' Asso-
ciation, herein individually called the Women's Association, the Men's
Association, and the Successor Association, respectively, and some-
times collectively referred to herein as the Associations.
54 N. L. It. B., No. 238.
1492
THE BAYER COMPANY, INC. 1493
With respect to the unfair labor practices, the complaint alleged,
in substance, that the respondents on or about April 29, 1937, and
May 6, 1937, respectively, initiated, formed, sponsored, and promoted
the Men's Association and the Women's Association, and on or about
May 26, 1943, initiated, formed, sponsored, and promoted the Successor
Association as successor to the Men's Association and the Women's
Association; that since the respective dates to the present time, the
respondents have dominated, contributed to the support of, and inter-
fered with the administration of the respective Associations; that on
or about June 14, 1943, the respondents discharged Hazel Taylor and
have refused to reinstate her because she joined the Union and refused
to join the Women's Association or the Successor Association; and
that the respondents, from on or about January 1, 1942, to the present
have (1) expressed disapproval of the Union; (2) interrogated their
employees concerning their union affiliations; (3) urged, persuaded,
and warned their employees to refrain from assisting, becoming mem-
bers of, or remaining members of the Union; (4) urged, persuaded, and
warned their employees to assist, become members of, or remain mem-
bers of the Associations; (5) threatened their employees with dis-
charge or other reprisals if they joined or assisted the Union or refused
to join or assist the Associations; (6) discouraged membership in or
assistance to the Union by discussing grievances with the Associations
and individual employees and by refusing to discuss grievances with
the Union; and (7) by the said activities, interfered with, restrained,
and coerced their employees in the exercise of the rights guaranteed
in Section 7 of the Act.
On October 5, 1943, the Associations filed with the Board individual
petitions to intervene, which were duly granted on October 15, 1943.
On October 5, 1943, the Associations also filed individual answers in
which they denied that the respondents had dominated, contributed to
the support of, and interfered with the administration of the Associa-
tions. On October'11, 1943, the respondents each filed an answer in
which they denied all allegations of the complaint pertaining to the
alleged unfair labor practices.
On October 28, 1943, the respondents, the Union, the Associations,
and counsel for the Board entered into two stipulations in settlement
of the allegations in the complaint of violations'of Section 8 (1) and
(2) of the Act. The first stipulation is concerned with the facts re-
garding the application to the instant proceeding of the amendment to
Department of Labor, Federal Security Agencies Appropriation Act
1 These stipulations wee signed by Rogers , Hoge & Hills , attorneys , for the respondents,
by L. A. Moorehead for the Men's Association and the Successor Association, by Grace
Parrott for the Women's Association, by John Braun for the Union, and by Martin I. Rose
for the Board.
1494 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
for the fiscal year 1943-1944, effective July 12, 1943,2 it being agreed
that the Board would first determine the question whether the proceed-
ing was barred by the amendment, before acting on the stipulation
concerning the merits. The first stipulation provides as follows :
Whereas, the parties hereto have simultaneously with the ex-
ecution of this stipulation entered into another stipulation, copy
of which is attached hereto and made a part hereof as Exhibit
A; 3 and,
Whereas, the parties desire to present to the Board for de-
termination the question of whether it may proceed in this case,
with respect to the said stipulation marked Exhibit A 4 or the
alleged violation of Section 8 (2) of the National Labor Relations
Act in this proceeding in view of the rider attached to its current
appropriations;
Now, therefore, the following facts are hereby stipulated and
agreed with the same force and' effect as if properly qualified
witnesses were called before the Board and gave under oath
sufficient and competent evidence as to each of the matters herein
set out :
(1) On May 15, 1942, The Bayer Company, 'Inc. and Bayer
Women Workers Association entered into the contract attached
hereto and made a part hereof as Exhibit B.'
(2) On May 15, 1942, The Bayer Company, Inc. and the Bayer
Workers Association entered into the contract attached hereto
and made a part hereof as Exhibit C.e
(3) The contract attached hereto as Exhibit B 7 expired by
its terms on May 15, 1943. 1 ,
(4) There is no contract, nor has there ever been any contract
between The Bayer Company, Inc. or Sterling Drug, Inc. with
the Bayer Workers' Association, which Association was formed
on May 26, 1943.
2 This amendment provides that "No part of the funds appropriated in this title shall be
used in any way in connection with a complaint case arising over an agreement between
management and labor which has been in existence for three months or longer without com-
plaint being filed. Provided , That, hereafter , notice of such agreement shall have been
posted In the plant affected for said period of three months , said notice containing informa-
tion as to the location at an accessible place of such agreement where said agreement shall
be open for inspection by any interested persons " Public Law 135 of the 78th Congress,
Chapter 221 , of the First Session, Title IV.
8 The second stipulation is hereinafter set forth in full in our Decision , rather than as
an appendix or exhibit.
4 See footnote 3, supra.
We deem it unnecessary for the purpose of our Decision and Order to set forth the
contract in full. The contract provides that it is to "become effective as of May 15, 1942
and . . . remain in force and effect for a period of one year from said date."
For the purpose of our Decision and Order , we also find it unnecessary to set forth the
terms of this contract in full . The contract provides that it "shall become effective as of
May 15, 1942, and shall be in full force and effect for a period of one year and thereafter
from year to year unless either party gives the other sixty ( 60) days advance written notice
of cancellation."
I See footnote 5, supra.
THE BAYER COMPANY, INC. 1495
(5) Under date of February 25, 1943, Sterling Drug, Inc.
sent a letter to L. Moorehead, president, Bayer Workers Associa-
tion, copy of which is attached hereto and made a part hereof
as Exhibit D.8 Mr. L. Moorehead, president of Bayer Workers
Association, received said letter February 26, 1943.
(6) Between on or about February 26, 1943 and on or about
April 16, 1943 there were negotiations between Sterling Drug,
Inc. and Bayer Workers Association and Bayer Women Workers
Association with respect to proposed new contracts, but no new
contracts were entered into.
(7) On April 16, 1943 representatives of the Sterling Drug,
Inc., Bayer Women Workers Association, Bayer Workers Associ-
ation and Chemical & Pharmaceutical Workers Union, A. F. of
L., attended a conference at the New York office of the National
Labor Relations Board, Second Region, concerning a petition
filed by the Chemical & Pharmaceutical Workers Union under
Section 9 (c) of the National Labor Relations Act, and at said
conference, among other things, the status of the then existing
contracts was discussed, a copy of the notes of the Field Examiner
who conducted such conference being attached hereto and made
a part hereof as Exhibit E.9
(8) On May 13, 1943 Sterling Drug, Inc. sent a letter to Bayer
Workers Association, copy of which is annexed hereto and made
a part hereof as Exhibit F,10 and said letter was received by
Bayer Workers Association on May 14, 1943.
(9)' On May 13, 1943 Sterling Drug, Inc. sent a letter to
Bayer Women Workers Association, a copy of which is attached
hereto and made a part hereof as Exhibit G,71 and said letter
was received by the Bayer Women Workers Association on
May 14, 1943. On June 11, 1943, Sterling Drug, Inc., and The
Bayer Co., Inc., received Exhibit G-1.12
(10) Attached hereto and made a part hereof as Exhibits
H, I, J, and K are the charge, the first amended charge, second
amended charge and third amended charge, filed by Chemical &
,Pharmaceutical Workers Union in the above proceeding, the
° The letter is set forth as Appendix "A" to this Decision and Order.
° We find it unnecessary for the purpose of our Decision and Order to set forth this
document in full . According to the Field Examiner's notes, counsel for the respondent
Sterling stated at this conference that "the Company now holds contracts with both the
Men's and Women ' s Divisions of the Bayer Employees' Association and that these contracts
expire on May 15, 1943 ." The Field Examiner ' s notes also showed that Morehead,
president of the Men 's Association , stated "There is the possibility of the Men's and
Women's Division merging."
10 The letter is set forth as Appendix "B" to this Decision and Order.
11 The letter is set forth as Appendix " C" to this Decision and Order.
12 The letter is set forth as Appendix "D" to this Decision and Order.
1496 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
dates of the filing of each of said charges appearing on the face
of each charge 13
(11) The parties hereby agree that this stipulation is in lieu
of any hearing on the question with respect to the rider and in
lieu of motions by The Bayer Company, Inc., Sterling Drug,
Inc. and Bayer Workers Association, Bayer Women Workers
Association and Bayer Workers' Association that this proceeding
with respect to the alleged violation of Section 8 (2) of the Act
is barred by reason of the rider attached to the Board's current
appropriation.
(12) The parties agree that the above question is submitted
on the facts stipulated herein for decision by the Board in such
form and in such manner as the Board may deem appropriate
and in connection therewith the Board may or may not make
findings of fact or conclusions of law, the pasties leaving these
matters to the discretion of the Board. The parties waive a
hearing and findings of fact and conclusions of law by the
Trial Examiner.
(13) The entire agreement between the parties, except the
stipulation referred to above, is contained within the terms of
this stipulation, and there is no verbal understanding of any kind
which varies, alters, or adds to this stipulation.
(14) This stipulation is subject to the approval of the Na-
tional Labor Relations Board.
On December 3, 1943, the Board, acting pursuant to Article II,
Section 36 (a) of National Labor Relations Board Rules and Regula-
tions-Series 3, ordered that the proceeding be transferred to and
continued, before the Board. On December 3, 1943, the Board also
issued an order that any of the parties might show cause to the Board,
in writing, on or before December 18, 1943, why an order should not
be entered herein in accordance with the stipulation of the parties.
Pursuant thereto, on December 13, 16, and 18, 1943, respectively, the
Associations, the respondents, and the Union filed statements which
the Board has considered.
The respondents and the Associations contend that the Board is
without jurisdiction by virtue of the amendment to the 1944 Appro-
priation Act, since the contracts with the Men's Association and the
Women's Association were entered into on May 15, 1942, and the
first charge was not filed until April 20, 1943, more than 3 months
thereafter, when both contracts were still in effect. The Union in-
is The original charge was filed by the Union on April 22, 1943, alleging violations of
Section 8 ( 1), (2) as to the Men's and Women 's Associations , and (3 ) of the Act. On
June 17, 26, and September 10, 1943, respectively , the Union filed its first amended charge,
second amended charge, and third amended charge , each alleging violations of Section 8 (1),
(2) as to the Men's and Women 's Associations and also as to the Successor Association,
and (3 ) of the Act.
THE BAYER COMPANY, INC. 1497
sists that the amendment to the Appropriation Act does not consti-
tute a bar to this proceeding for the reason that there was "no contract
in existence at all at the time the complaint was filed."
In view of the stipulations and the attached appendices, it is clear
that the contracts with the Men's and Women's Associations were not
renewed but expired on May 15, 1943. Indeed, the parties specifically
stipulated that the contract of the Women's Association expired by
its terms on May 15, 1943. Although the contract with the Men's
Association contained an automatic renewal clause, we are of the
opinion that this clause did not become operative and that the con-
tract was not renewed. The letter, dated February 25, 1943, from the
respondent Sterling to the Men's Association indicates that the re-
spondent Sterling deemed it necessary that certain changes should be
made in the contract, although agreeing that the old contract would
serve as a satisfactory basis for discussion. There is no indication
in this letter that the respondent Sterling intended that the contract
be renewed; on the contrary, the intention seems clear that the con-
tract should not be automatically renewed, and that the letter should
accordingly serve to apprise the Association of the respondent Ster-
ling's intent and to stop the renewal from taking place. According to
the stipulation, negotiations for a new contract were immediately
entered into by the respondent Sterling with both Men's and Women's
Associations, following the letter of February 25, 1943. However, no
agreement was reached.
The letter, dated May 13, 1943, from the respondent Sterling to the
Men's Association, whereby the respondent Sterling unilaterally an-
nounced that it would observe certain provisions of the 1942 contract
after May 15, 1943, indicates that the parties considered that the con-
tract between them had not been renewed, since the clear purpose of
the letter was to bridge a gap caused by the failure to renew the con-
tract. The letter cannot be said to constitute a renewal of the con-
tract; for its statements that "the terms of such contract would be
respected by the Company until the execution of a new contract with
a bargaining agent certified by the National Labor Relations Board,"
and that "the terms of such contract relating to wages, hours, vaca-
tions and other conditions of employment, with the exception of griev-
ance procedure, will be carried over and respected after May 15, 1943,"
are plainly not words indicating the renewal of the contract for
another year, but have meaning only because there was to be no re-
newal. Moreover, the identical letter was sent to the Women's Asso-
ciation, whose contract was stipulated to have expired on May 15,
1943.
Although the contracts with the Men's and . Women's Associa-
tions were in existence at the time the original charges were filed, the
1498 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
contracts expired by their terms, and the contractual relationship
between the respondent Sterling and these Associations ceased 23
days after the filing of the charges. The Successor Association never
had any contract with the respondents. On the dates the amended
charges were filed and the complaint was issued, there were no con-
tracts of any kind in effect. Under these circumstances, we are of the
opinion that the amendment to the Appropriation Act is not a bar to
this proceeding. The amendment was enacted for the "stated purpose
of accomplishing stabilization of labor relations"- during the war.
The method selected was to render existing contracts between manage-
ment and labor which had been in effect for 3 months or longer without
charges being filed, immune to Board proceedings. The Comptroller
General has ruled that Congress intended to that extent "to inhibit
the Board from exercising its authority to determine the validity of
agreements with company unions," and that the Board is accordingly
prohibited from using its current appropriation in connection with
"a complaint case under Section 8 (2) of the National Labor Relations
Act where there is involved an agreement between management and
labor which has been in existence for 3 months or longer without
charges being filed with the Board." 15 But where the agreement has
expired, as in the instant case, as of the time the complaint issues, there
is no agreement "involved," and there is no contractual relationship
between management and labor to be preserved or stabilized. It would
therefore be pointless to apply the restrictions of the amendment since
to do so could not effectuate the legislative purpose.16
Upon the entire record, including the stipulation and the written
statements of the parties on the order to show cause, we find that the
amendment to the Board's 1944 Appropriation Act does not constitute
a bar to this proceeding.
The second stipulation, disposing of the allegations of the complaint
as to violations of Section 8 (1) and (2) of the Act, provides as follows:
Whereas, upon charges duly filed by Chemical & Pharmaceutical
Workers Union, Local #23135, A. F. of L., hereinafter called the
14 Opinion of the Comptroller General of the United States, Oct. 21, 1943, 13 L. R. R. 236.
1 Ibid. footnote 14.
'- Even if we were to disregard the stipulated fact that the contract with the Women's
Association expired by its terms on May 15, 1943, and assume that the letters, dated May
13, 1943, from the respondent Sterling to the Men's Association and to, the Women's
Association operated to renew the contracts, the amendment would still be inapplicable.
The contracts as renewed would actually constitute new contracts, since the letters changed
the terms of the 1942 contracts in a very material respect by cancelling the procedure
established thereby for the handling of grievances and by announcing a policy of dealing,
in the future, "directly with the aggrieved employee and not through a representative,
pending a National Labor Relations Board certification." Since new contracts entered
into on May 13, 1943, would be subject to the original charges filed 21 days earlier by the
Union, and since, in any.event, amended charges were filed within 3 months thereafter, the
terms of the amendment could not constitute a bar to this proceeding under this theory
of the facts, even as to the Men's and Women's Associations.
THE BAYER COMPANY, INC. 1499
Union, the National Labor Relations Board, hereinafter called
the Board, by' the Regional Director for the Second Region, issued
its complaint dated September 20, 1943 against The Bayer Com-
pany, Inc. and Sterling Drug, Inc., hereinafter called respondents,
alleging violations by the Respondents of Sections 8 (1), (2) and
(3) of the National Labor Relations Act, 49 Stat. 449, hereinafter
called the Act; and
Whereas, a copy of said complaint and notice of hearing thereon
were duly served upon The Bayer Company, Inc. and Sterling
Drug, Inc., the Union, and Bayer Workers' Association, Bayer
Women Workers Association and Bayer Workers' Association;
and
Whereas, a1 parties desire to prevent the interruption of pro-
duction at the_ plant of the manufacture of essential war materials,
and
Whereas, it is the desire of the parties hereto to dispose of the
allegations contained in the charges and the complaint herein
relating to the alleged violation of Section 8 (2) of the Act with-
out further hearing thereon, and without further proceedings
before the Board, and without prejudice to the rights of the
parties with respect to the alleged violations of Section 8 ' (3) of
the Act; and
Whereas, simultaneously with the execution of this stipulation
the parties have entered into a separate stipulation presenting to
the Board for determination the question of whether it may pro-
ceed with this proceeding in view of the rider attached to the
Board's current appropriations;
It is therefore stipulated and agreed by and between the
respective parties hereto as follows :
(1) Respondent, Sterling Drug, Inc., is and has been since
April 9, 1932 a corporation duly organized under and existing
by virtue of the laws of the State of Delaware.
(2) Respondent, The Bayer Company, Inc. was duly incorpo-
rated on or about July 3, 1913 under and by virtue of the laws
of the State of New York, and Respondent, The Bayer Company,
Inc. was a wholly owned and controlled subsidiary corporation of
Respondent, Sterling Drug, Inc.
(3) Respondent, Sterling Drug, Inc., does maintain an office
and place of business in the City of Rensselaer, County of Rens-
selaer, State of New York, hereinafter called the "Rensselaer
Plant" and is now and has been since on or about January 1, 1943
continuously engaged at said plant in the manufacture, sale and
distribution of drugs and related products.
1500 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
(4) Between on or about June 3, 1913 and on or about Decem-
ber 31, 1942, the Respondent, The Bayer Company, Inc. owned
and operated the aforesaid Rensselaer Plant and engaged in the
business and operations described above in paragraph 3 of said
Rensselaer Plant.
(5) On or about December 31, 1942, said Rensselaer Plant and
the business, management and operations thereof were transferred
to Respondent, Sterling Drug, Inc., and since said date Respond-
ent, Sterling Drug, Inc. has continued such operations of the
Rensselaer Plant and the business and management thereof, in-
cluding the labor and labor relations policies as successor to
Respondent, The Bayer Company, Inc.
(6) The principal materials purchased and issued in the opera-
tions of the said Rensselaer Plant have been and are raw chemicals
and intermediates.
(7) During the period from January 1, 1943 to June 30, 1943,
Respondent, Sterling Drug, Inc. purchased and used in the
operations at said Rensselaer Plant such raw materials in excess
of the value of one hundred thousand dollars of which approxi-
mately 75 per cent were shipped to said Rensselaer Plant from
places outside the State of New York. During the period from
January 1, 1943 to June 30, 1943, the sales value of finished prod-
ucts produced in the operations of said Rensselaer Plant were in
excess of one hundred thousand dollars, of which approximately
90 per cent were shipped from said Rensselaer Plant to places
outside the State of New York.
(8) During the yearly period ending December 31, 1942, Re-
spondent, The Bayer Company, Inc. used in the operations of
said Rensselaer Plant such raw materials of the value in excess
of $50,000, of which more than 50 percent were shipped to said
Rensselaer Plant from places outside the State of New York.
During the yearly period ending December 31, 1942, the sales
value of finished products produced in the operations of said
Rensselaer Plant were in excess of $50,000, of which more than
50 per cent were shipped from said Renesselaer Plant to places
outside the State of New York.
(9) Respondent, Sterling Drug, Inc. concedes that it is en-
gaged in interstate commerce within the meaning of the Na-
tional Labor Relations Act.
(10) Respondent, The Bayer Company, Inc. concedes that
prior to December 31, 1942, it was engaged in interstate com-
merce within the meaning of the National Labor, Relations Act.
(11) The Union, Bayer Workers Association, Bayer Women
Workers Association and Bayer Workers' Association, are each
THE BAYER COMPANY, INC. 1501
labor organizations within the meaning of Section 2, sub-divi-
sion 5, of the Act:
(12) All parties hereto, and each of them, waive any and
all rights to hearing or other proceedings by or before a Trial
Examiner of the Board or the Board with respect to the allega-
tions in the complaint pertaining to the alleged violation by
the Respondents, The Bayer Company, Inc. and Sterling Drug,
Inc. of Section 8 (2) of the Act, and each party waives, its
right to the making of findings of fact and conclusions of law
by the Trial Examiner or the Board with respect to such
allegations.
(13) It is understood and agreed that this stipulation 'per-
tains only to the allegations in the complaint which allege viola-
tion by the Respondents, The Bayer Company, Inc. and Sterling
Drug, Inc. of Section 8 (2) of the Act, and that it is not in-
tended that this stipulation shall in any manner affect the
disposition by the Trial Examiner and the Board of the other
allegations contained in the complaint.
(14) The third amended charge, the complaint, the notice of
hearing, the answers of the Respondents, The Bayer Company,
Inc. and Sterling Drug, Inc., the petitions to intervene, and the
answers, of Bayer Workers Association, Bayer Women Workers
Association and Bayer Workers' Association, and the orders of
the Trial Examiner permitting such intervention limited to in-
terest, and this stipulation, shall constitute the entire record in
this proceeding with respect to the alleged violation by the Re-
spondents of Section 8 (2) of the Act.
(15) Upon the record aforementioned the Board may forth-
with enter an order substantially in the following form :
Respondents, The Bayer Company, Inc. and Sterling Drug,
Inc., their officers, agents, successors , and assigns shall:
(1) Cease and desist from:
(a) Dominating or interfering with the administration of
Bayer Workers Association, Bayer Women Workers Associa-
tion and Bayer Workers' Association, or the formation or
administration of any other labor organization of its em-
ployees, and from contributing financial or other support to
The Bayer Workers Association, Bayer Women Workers As-
sociation, and Bayer Workers' Association, or any other labor
organization of its employees ;
(b) Recognizing Bayer Workers Association, Bayer Women
Workers Association and Bayer Workers' Association as the
representative of any of its employees for the purpose of
1502 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
dealing with Respondents concerning grievances, labor disputes,
rates of pay, wages, hours of employment and other condi-
tions of employment;
(c) In any manner interfering with, restraining or coerc-
ing its employees in the exercise of the right to self organiza-
tion, to form, join, or assist labor organizations, to bargain col-
lectively with representatives of their own choosing and to
engage in concerted activities for the purpose of collective bar-
gaining , or other mutual aid or protection, as guaranteed in
Section 7 of the National Labor Relations Act.
(2) Take the following affirmative action to effectuate the
policies of the Act :
(a) Withdraw and withhold all recognition from Bayer
Workers Association, Bayer Women Workers Association and
Bayer Workers' Association as the representative of any of
its employees concerning grievances, wages, hours of employ-
ment or other conditions of employment, and completely dis-
establish the Bayer Workers Association, Bayer Women Work-
ers Association and Bayer Workers' Association as such
representative.
(b) Post immediately in conspicuous places on all its bul-
letin boards in their plant at Rensselear, (sic) New York, and
maintain for a period of at least thirty (30) days from the, date
of posting notices to its employees in the form set forth in
Appendix A annexed hereto and make a part hereof.17
(c) Notify the Regional Director of the National Labor
Relations Board for the Second Region within ten (10) days
from the date of the order of the Board entered upon this stipu-
lation of the steps Respondents have taken to comply with such
order.
(16) Upon application by the Board any appropriate United
States Circuit Court of Appeals may enter a decree enforcing
the order of the Board substantially as above set forth. Notice
of the filing of an application for the entry of such decree and
the right to contest its entry are hereby expressly waived.
(17) Nothing contained herein shall be construed as an ad-
mission by the Respondents and Bayer Workers Association, Bayer
Women 'Workers Association, and Bayer Workers' Association
that Respondents and Bayer Workers Association, Bayer Women
Workers Association and Bayer Workers' Association have 'en-
gaged in an unfair labor practice within the meaning of Section
8 (2) of the Act, as alleged in the complaint.
- 11 The notice is set forth as Appendix "E" to this Decision and Order.
THE BAYER COMPANY, INC. 1503
(18) The entire agreement between the parties, except the stip-
ulation referred to above, is contained within the terms of this
stipulation, and there is no verbal understanding of any kind
which varies, alters or adds to this stipulation.
(19) This stipulation is subject to the approval of the Na-
tional Labor Relations Board, and shall become effective imme-
diately upon such approval.
On October 28,1943, the respondents, the Union, and counsel for the
Board entered into a third stipulation in settlement of the allegations
of the complaint as to violations of Section 8 (1) and (3) of the Act.
This stipulation provides as follows :
Whereas, upon charges duly filed by, Chemical • & Pharmaceu-
tical Workers Union Local #23135, A. F. of L., hereinafter
called the Union, the National Labor Relations Board, herein-
after called the Board, by the Regional Director for the Sec-
ond Region, issued its complaint dated September 20, 1943
against The Bayer Company, Inc. and Sterling Drug, Inc.,
hereinafter called respondents, alleging violation by the Re-
spondents of Section 8 (1), (2) and (3) of the National Labor
Relations Act, 49 Stat. 449, hereinafter called the Act; and
Whereas, a copy of said complaint and notice of hearing
thereon were duly served upon The Bayer Company, Inc., and
Sterling Drug, Inc., the Union, and Bayer Workers Association,
Bayer Women Workers Association and Bayer Workers' As-
sociation; and
Whereas, the parties hereto and others, entered into a stipu-
lation disposing of the allegations contained in the charges and
the complaint herein relating to the alleged violations of Sec-
tion 8 (2) of the National Labor Relations Act without prej-
udice to the rights of the parties with respect • to the alleged
violations of Section 8 (3) of said Act, and
Whereas, the parties hereto now desire to dispose of the re-
maining alleged violation of Section 8 (3) of said Act without
the necessity of a hearing or further proceedings, and
Whereas, the parties agree that nothing contained herein
shall be construed as an admission by the Respondents Sterling
Drug, Inc. and The Bayer Company, Inc. that they have engaged
in an unfair labor practice within the meaning of Section 8
(3) of the said Act as alleged in the charges heretofore filed
by the Chemical & Pharmaceutical Workers Union Local
#23135, A. F. L.
It is therefore stipulated and agreed as follows :
(1) Respondents Sterling Drug, Inc. and The Bayer Com-
pany, Inc. will not discourage membership in any labor organi-
1504 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
zation of its employees by discharging them or by discriminat-
ing against them in any manner in regard to their hire and
tenure of their employment or any term or condition of em-
ployment.
(2) Respondents Sterling Drug, Inc. and The Bayer Com-
pany, Inc. will not in any manner interfer (sic) with, restrain
or coerce its employees in the exercise of the right to self-or-
ganization, to form, join, or assist labor organizations, to bar-
gain collectively through representatives of, their own choos-
ing, and to engage in concerted activities for the purposes of
collective bargaining or other mutual aid or protection, as
guaranteed in Section 7 of the National Labor Relations Act.
(3) Respondents Sterling Drug, Inc. and The Bayer Com-
pany, Inc. will pay to Hazel Taylor the stun of Three. hundred
($300.) dollars in full settlement of any and all claims for any
lose (sic) of pay she may have suffered by reason of alleged
discrimination against her in regard to hire and tenure of em-
ployment, and any and all claims for reinstatement as an em-
ployee.
(4) Respondents Sterling Drug, Inc. and The Bayer Com-
pany, Inc. will post immediately in conspicuous places on all their
bulletin boards in their plant in Rensselaer, New York and main-
tain for a period of thirty (30) days from the date of posting
notice to its employees in the form set forth in Appendix A 18
annexed hereto and made part hereof.
(5) Chemical & Pharmaceutical Workers Union Local #23135,
A. F. L. hereby withdraws and requests leave of the Regional
director for the Second Region of the National Labor Relations
Board to withdraw so much of the said charges as allege viola-
tions of Section 8 (3) of the National Labor Relations Act upon
compliance by the Respondents Sterling Drug, Inc. and, The
Bayer Company, Inc. with the terms of this stipulation.
(6) The entire agreement between the parties with respect
to the alleged violation of Section 8 (3) is contained within the
terms of this stipulation and there is no verbal understanding
of any kind which varies, alters or adds to this stipulation.
(7) This stipulation is subject to the approval of the Na-
tional Labor Relations Board and is to become effective immedi-
ately upon such approval.
The above stipulations are hereby approved and made part of the
record in the case.
Upon the above stipulations and the entire record in the case,,the
Board makes the following :
18 The notice is set forth an Appendix "F" to this Decision and Order.
THE BAYER COMPANY, INC.
FINDINGS OF FACT
I. THE BUSINESS OF THE RESPONDENTS
1505
The Bayer Company, Inc., a New York corporation, was a wholly
owned and controlled subsidiary corporation of Sterling Drug, Inc.,
a Delaware corporation. The respondent Sterling maintains an of-
fice and place of business at Rensselaer, New York, herein called the
Rensselaer plant, and has been engaged since on or about January
1, 1943, in the manufacture, sale, and distribution of drugs and re-
lated products. Between June 3, 1913, and December 31, 1942, the
respondent Bayer owned and operated the Rensselaer plant. How-
ever, on December 31, 1942, the Rensselaer plant and the business,
management, and operations thereof were transferred to the respond-
ent Sterling, which has thereafter continued the operations of the
plant. The principal materials used in the operations of the Rens-
selaer plant are raw chemicals and intermediates. During the period
from January 1, 1943, to June 30, 1943, the respondent Sterling pur-
chased such raw materials valued in excess of $100,000, of which ap-
proximately 75 percent was shipped to the Rensselaer plant from
points outside the State of New York. During the same period, the
respondent Sterling sold products valued in excess of $100,000, of
which approximately 90 percent was shipped to points outside the
State of New York. During 1942, the respondent Bayer used raw
materials valued in excess of $50,000, of which more than 50 percent
was shipped to the Rensselaer plant from points outside the State
of New York. During 1942, the sales value of finished products manu-
factured by the respondent Bayer in the operation of the Rensselaer
plant was in excess of $50,000, of which more than 50 percent was
shipped to points outside the State of New York.
The respondent Sterling concedes that it is engaged in interstate
commerce within the meaning of the Act. The respondent Bayer
admits that prior to December 31, 1942, it was engaged in commerce
within the meaning of the Act.
ORDER
Upon the basis of the above findings of fact, the stipulations, and the
entire record in the case, and pursuant to Section 10 (c) of the Na-
tional Labor Relations Act, the National Labor Relations Board here-
by orders that The Bayer Company, Inc., and Sterling Drug, Inc.,
Rensselaer, New York, their officers, agents, successors; and ' assigns
shall :
1. Cease and desist from :
(a) Dominating or interfering with the administration of Bayer
Workers Association, Bayer Women Workers Association, and Bayer
567900-44-vol. 54-96
1506 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
Workers' Association, or the formation or administration of any other
labor organization of their employees, and from contributing financial
or other support to Bayer Workers Association, Bayer Women Work-
ers Association, and Bayer Workers' Association, or any other labor
organization of their employees;
(b) Recognizing Bayer Workers Association, Bayer Women Work-
ers Association, and Bayer Workers' Association as the representative
of any of their employees for the purpose of dealing with the respond-
ents concerning grievances, labor disputes, rates of pay, wages, hours
of employment, and other conditions of employment;
(c) In any other manner interfering with, restraining, or coercing
their employees in the exercise of the right to self-organization; to
form, join, or assist labor organizations, to bargain collectively through
representatives of their own choosing, and to engage in concerted ac-
tivities for the purpose of collective bargaining or other mutual aid
or protection, as guaranteed in Section 7 of the National Labor Rela-
tions Act.
2. Take the following affirmative action :
(a) Withdraw and withhold all recognition from Bayer Workers
Association, Bayer Women Workers Association, and Bayer Workers'
Association and each of them as the representative of any of their em-
ployees concerning grievances, wages, hours of employment, or other
conditions of employment, and completely disestablish Bayer Workers
Association, Bayer Women Workers Association, and Bayer Workers'
Association and each of them as such representative;
(b) Post immediately in conspicuous places on all their bulletin
boards in their plant at Rensselaer, New York, and maintain for a
period of at least thirty (30) days from the date of posting, notices to
their employees in the form set forth in Appendix "E" attached hereto
and made a part hereof;
(c) Notify the Regional Director of the National Labor Relations
Board for the Second Region within ten (10) days from the date of
this Order of the steps the respondents have taken to comply herewith.
AND IT IS FURTHER ORDERED that, after compliance by the respondents
with the terms of the stipulation entered into in settlement of the
allegations of violation of Section 8 (3) of the National Labor Rela-
tions Act and after the immediate posting in conspicuous places on all
bulletin boards in the respondents' plant in Rensselaer, New York,
for a period of at least thirty (30) days from the' date of posting, of
notices to their employees in the form set forth in Appendix "F"
attached hereto and made a part hereof, the request of Chemical &
Pharmaceutical Workers Union Local #23135, A. F. L., to withdraw
its charges of violation of Section 8 (3) of the National Labor Rela-
tions Act be granted and the complaint be dismissed insofar as it
THE BAYER COMPANY, INC. 1507
alleges that the respondents violated Section 8 (3) of the National
Labor Relations -Act.
APPENDIX "A"
FEBRUARY 25, 1943.
Mr. L. MOORHEAD, President,
Bayer Workers' Association, Rensselaer, N. Y.
DEAR MR. MOORHEAD :
As you know the current contract between the Bayer Workers'
Association and the Management expires in May. We feel all fair-
minded individuals will agree that this contract does furnish a reason-
ably satisfactory basis for cooperation between employees and the
Management. Like all documents of its kind it can however be
improved.
During the next few weeks will you and your colleagues kindly
make notes of changes in the contract which would react to the benefit
of the members of the Association?
It is suggested that all proposed changes be given very careful
consideration so that we may prepare an effective, workable agreement
fair to both parties.
Very truly yours,
THE BAYER COMPANY DIvISION.
Dr. A. E . SHERNDAL.
Dr. HAROLD L. HANSEN.
HLH/mw.
CC:
APPENDIX "B"
MAY 13, 1943.
THE BAYER COMPANY DIVISION,
Rensselaer, New York.
Attention Mr. L. Moorhead, Pres. Bayer Workers Association.
DEAR MR. MOORHEAD :
You have inquired whether the terms of our contract of May 15,
1942 will be continued after the expiration of such contract on May
15, 1943. At the recent conference in New York City before the
National Labor Relations Board, it was understood that the terms of
such contract would be respected by the Company until the execution
of a new contract with a bargaining agent certified by the National
Labor Relations Board. Our attorney has spoken to the National
Labor Relations Board again about this matter, and we can advise
you that the terms of such contract relating to wages, hours, vacations
and other conditions of employment, with the exception of grievance
procedure, will be carried over and respected after May 15, 1943.
1508 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
As to grievance arising after the expiration date, the Company feels
that it must deal directly with the Company feels that it must deal
directly with the aggrieved employee and not through a representative,
pending a National Labor Relations Board certification [sic].
Yours very truly, N ,
THE BAYER COMPANY DIVISION.
H. L. HANSEN.
HLH :Vw.
APPENDIX "C"
MAY 13, 1943.
THE'BAYER COMPANY DIVISION,
Rensselaer, New York.
Attention Miss Grace Purrott, Pres. Bayer Women Workers'
Association
DEAR MISS PURROTT :
You have inquired whether the terms of our contract of May 15,
1942 will be continued after the expiration of such contract on May
15, 1943. At the recent conference in New York City before the Na- '
tional Labor Relations Board, it was understood that the terms of
such contract would be respected by the Company until the' execution
of a new contract with a bargaining agent certified by the National
Labor ' Relations Board. Our attorney has spoken to the National
Labor Relations Board again about this matter, and we can advise you
that the terms of such contract relating to wages, hours, vacations and
other conditions of employment, with the exception of grievance
procedure, will be carried over and respected after May 15, 1943.
As to grievance arising after the expiration date, the Company feels
that it must deal directly with the Company feels that it must deal
directly with the aggrieved employee and not through a representative,
pending a National Labor Relations Board certification [sic].
Yours very truly,
THE BAYER COMPANY DIVISION.
H. L. HANSEN.
HLH :WW.
APPENDIX "D"
JUNE 10, 1943.
PLEASE TAKE NOTICE, that on the 25th day of May, 1943, a majority
of the employees of the Bayer Co. Inc., met and adopted constitution
of the Bayer Workers' Association. The Bayer Workers' Association
is an organization composed of the men and women employees of the
Bayer Co. Inc., exclusive of employees in a supervisory- position or a
salaried office employee.
THE BAYER COMPANY, INC. 1509
This Constitution bears the signature and home address and the
building in which the employee is employed of 633 members, all em-
ployees of the Bayer Company, Inc.
.Pursuant to Article IV of said Constitution, an election was duly
had wherein the members of the Bayer Workers' Association voted- for
ten members to the Board of Delegates which Board by the terms of
the Constitution shall have the power to bargain collectively or other-
wise deal with the company for the employees of the company. By
the terms of the Constitution, the judges were selected to count and
tabulate the same ballots cast in said election and under date of June
7th, 1943, the judges so selected certified that the following members
of said Association received the greatest number of votes cast and were
declared elected to the said Board of Delegates :
L. A. Moorhead Grace Purrott
Marshall Buckbee Gilbert Thomas
Clara Norton Mildred Bushnell
Leonard McGuire Joseph T., Shackey
Frank Cramer Violet Kelsey
This Association has been advised by Mr. F. J. Barlow of the Bayer
Co. Inc., that predicated from the general factory payroll for the week
ending May 15, 1943, there were 912 employees of the Bayer Co. Inc.
In addition to' the 633 charter members of the Bayer Workers' Asso-
ciation, 43 additional employees have since joined this organization
making a total of 676 employees of the Bayer Co. Inc. who have joined
the Bayer Workers' Association. This is practically 75% of the total
number of employees.
The notice of this organization is being sent to you for the purpose
of furnishing you with the above information in order to put you on
notice that the Bayer Workers' Association is now entitled to collec-
tively bargain with you concerning grievances, labor disputes, wages,
rates of pay, hours of employment and conditions of work or employ-
ment at the Bayer Company, Inc. If you desire to have the docu-
mentary evidence submitted to you as proof of the above 'statements,
kindly notify me of the time, the place and the person to whom this
proof should be submitted. I am writing you as the attorney for the
said Bayer Workers' Association.
Respectfully Submitted,
(S) JOHN J. CONWAY,
Office and P. 0. Address,
50 State Street, Albany, N. Y.
To: The General Manager , Bayer Co. Inc. Rensselaer.
1510 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
, APPENDIX "E"
To All Employees:
You are hereby notified, pursuant to an order of the National Labor
Relations Board, that the Bayer Company, Inc. and Sterling Drug,
Inc..
(1) Hereby withdraw and withhold all recognition from- Bayer
Workers Association, Bayer Women Workers Association and Bayer
Workers' Association as the representative of any of its employees
concerning grievances, wages, hours of employment, or other con-
ditions of employment and completely disestablish the Bayer Workers
Association, the Bayer Women Workers Association and the Bayer
Workers' Association as such representative.
(2) Will not dominate or interfere with the administration of
Bayer Workers Association, Bayer Women Workers Association, and
Bayer Workers' Association, or the formation or administration of
any other labor organization of its employees, and will not con-
tribute financial or other support to The Bayer Workers Association,
Bayer Women Workers Association and Bayer Workers' Association,
or any other labor organization of its employees.
(3) Will not recognize Bayer Workers Association, Bayer Women
Workers Association and, Bayer Workers' Association as the repre-
sentative of any of its employees for the purpose of dealing with
Respondents concerning grievances , labor disputes , rates of pay,
wages, hours of employment and other conditions of employment.
(4) Will not in any manner interfere with, restrain or coerce its
employees in the exercise of the right to self-organization, to form,
join, or assist labor organizations , to bargain collectively with repre-
sentatives of their own choosing and to engage in concerted activities
for the purpose of collective bargaining, or other mutual aid or pro-
tection, as guaranteed in Section 7 of the National Labor Relations
Act.
Dated, Rensselaer, New York ------------, 1944.
THE BAYER COMPANY, INC.
STERLING DRUG, INC. -
THE BAYER COMPANY DIVISION OF STERLING
DRUG, INC.
By :
APPENDIX "F"
To All Employees :1 '
You are hereby notified that The Bayer Company Division of Ster-
ling Drug, Inc.:
(1) Will not discourage membership in any labor organization of
its employees by discharging them or by discriminating against them
THE BAYER COMPANY, INC. 1511
in any manner in regard to their hire and tenure of their employment
or any term or condition of employment.
(2) Will not in any manner interfere with, restrain or coerce its
employees in the exercise of the right to self -organization , to form,
join, or assist labor organizations , to bargain collectively through
representatives of their own choosing, and to engage in concerted
activities for the purposes of collective bargaining or other mutual
aid or protection , as guaranteed in Section 7 of the National Labor
Relations Act.
Dated : Rensselaer , New York , ------------ 1944.
THE BAYER COMPANY, INC.
STERLING DRIIG, INC.
THE BAYER COMPANY DlvlsioN OF STERLING
• DRIIG, INC.
By: ------------------------------------------