American Electric Power Co.

National Labor Relations Board - Board Decisions

May 17, 1991

302 N.L.R.B. 1021 (N.L.R.B. 1991)

1021
302 NLRB No. 161
AMERICAN ELECTRIC POWER CO.
1 In agreeing with the judge that the complaint was properly amended at the
hearing to allege the application of the Corporate Code of Ethics to Columbus
Southern Power Company (CSP) in December 1985 and the issuance of the
revised Corporate Code of Ethics in January 1987, we note that the Board can
add new allegations to a complaint based on events that occur after a charge
is filed if the allegations are related to the conduct alleged in the timely charge
and developed from that conduct while the charge was pending before the
Board. See Davis Electrical Constructors, 291 NLRB 33, 34 (1988) (citing
NLRB v. Fant Milling Co., 360 U.S. 301, 307 (1959)).
2 Respondent American Electric Power Company (AEP) and its subsidiaries
generate and transmit electrical power. The Unions represent various classi-
fications of the Respondents’ production and maintenance employees.
3 In Fibreboard, the Supreme Court held that an employer was required to
bargain about its decision to subcontract certain maintenance work previously
performed by unionized employees.
American Electric Power Company and its sub-
sidiary Columbus Southern Power Company,
formerly known as Columbus & Southern
Ohio Electric Company and Local Union No.
1466, International Brotherhood of Electrical
Workers, AFL–CIO–CLC
American Electric Power Company and its sub-
sidiary Kentucky Power Company and Local
Union No. 978, International Brotherhood of
Electrical Workers, AFL–CIO–CLC
American Electric Power Company and its sub-
sidiary Appalachian Power Company and
Local Union No. 978, International Brother-
hood of Electrical Workers, AFL–CIO–CLC
American Electric Power Company and its sub-
sidiary Indiana Michigan Power Company, for-
merly known as Indiana & Michigan Electric
Company and Local Union No. 1392, Inter-
national Brotherhood of Electrical Workers,
AFL–CIO–CLC
American Electric Power Company and its sub-
sidiary Kingsport Power Company and Local
Union No. 934, International Brotherhood of
Electrical Workers, AFL–CIO–CLC
American Electric Power Company and its sub-
sidiary Michigan Power Company and Local
Union No. 876, International Brotherhood of
Electrical Workers, AFL–CIO–CLC
American Electric Power Company and its sub-
sidiary Ohio Power Company and Local Union
No. 981, International Brotherhood of Elec-
trical Workers, AFL–CIO–CLC. Cases 9–CA–
15654–1, 9–CA–15654–2, 9–CA–15654–3, 9–
CA–15654–4, 9–CA–15654–5, 9–CA–15654–6,
and 9–CA–15654–7
May 17, 1991
DECISION AND ORDER
BY CHAIRMAN STEPHENS AND MEMBERS
CRACRAFT, DEVANEY, AND OVIATT
On April 10, 1989, Administrative Law Judge Mar-
tin J. Linsky issued the attached decision. The Re-
spondents filed exceptions and a supporting brief, and
the General Counsel filed limited exceptions and a
supporting brief. The Charging Parties filed cross-ex-
ceptions and a brief in support of their cross-excep-
tions and in opposition to the Respondents’ exceptions.
The National Labor Relations Board has considered
the decision and the record in light of the exceptions
and briefs and has decided to affirm the judge’s rul-
ings, findings,1 and conclusions as modified and to
adopt the recommended Order as modified.
1. The judge, applying the Board’s decision in Peer-
less Publications, 283 NLRB 334 (1987), on remand
from the D.C. Circuit sub nom. Newspaper Guild
Local 10 v. NLRB, 636 F.2d 550 (1980), found that the
Respondents violated Section 8(a)(5) and (1) of the
Act by unilaterally issuing a Corporate Code of Ethics
in February 1980 and certain provisions of a revised
Corporate Code of Ethics in January 1987 without first
giving the Unions notice and an opportunity to bar-
gain.2 We agree, with the modifications set forth
below, that the Respondents violated the Act as al-
leged.
The issue in Peerless Publications was whether the
respondent, a publisher of a newspaper, was obligated
to bargain with the union before issuing its General
Office Rules and Code of Ethics. There the Board held
that, although rules or codes of conduct governing em-
ployee behavior with constituent penalties for their
breach constitute ‘‘terms and conditions of employ-
ment,’’ an employer may, under certain circumstances,
overcome the presumption of mandatory bargainability
and impose such terms and conditions of employment
without prior bargaining. In this regard, the Board held
that in order to overcome this presumption:
[I]t is clear initially that the subject matter sought
to be addressed by the employer must go to the
‘‘protection of the core purposes of the enter-
prise.’’ When that is the case, the rule must on its
face be (1) narrowly tailored in terms of sub-
stance, to meet with particularity only the employ-
er’s legitimate and necessary objectives, without
being overly broad, vague, or ambiguous; and (2)
appropriately limited in its applicability to af-
fected employees to accomplish the necessarily
limited objectives. [Id. at 335.]
The concept of a ‘‘core purpose’’ is derived from
the circuit court’s citation in Peerless Publications to
Justice Stewart’s concurring opinion in Fibreboard
Corp. v. NLRB, 379 U.S. 203, 217 (1964).3 The court
in Peerless Publications rejected the union’s conten-
tion that every matter touching in any way upon condi-
tions of employment is mandatorily bargainable under
the Act. The court cited Justice Stewart’s Fibreboard
concurrence for the proposition that the language of
Section 8(d) of the Act, while sweeping, must be con-
strued to exclude various kinds of management deci-
sions from the scope of the duty to bargain if the prin-
1022 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
4 We note that the court in Peerless Publications, in addressing the union’s
contention that the rationale of the Fibreboard concurrence should be limited
to the commitment of capital investment and similar subjects, found that integ-
rity lies at the core of publishing control and that ‘‘[i]n a very real sense, that
characteristic is to a newspaper or magazine what machinery is to a manufac-
turer.’’ 636 F.2d at 560.
5 These provisions pertain generally to the employees’ duty to obey the law,
the use of company funds, and the prohibition of bribes and kickbacks.
6 AEP Service Corporation provides management and technical services to
AEP and its operating companies.
ciple of management control over basic decisions con-
cerning the enterprise is to be preserved. The court ex-
plained that such decisions ‘‘lie at the core of entrepre-
neurial control . . . are fundamental to the basic direc-
tion of a corporate enterprise . . . or concern its basic
scope . . . .’’ 636 F.2d at 559–560.4
On remand from the court, the Board, although re-
affirming the view that protection of the editorial in-
tegrity of a newspaper lies at the core of publishing
control, found it unnecessary to decide which, if any,
of the ethics code provisions were restricted to subject
matter necessary to the protection of the core purposes
of the enterprise. The Board found that even assuming
that the provisions were so restricted, the provisions
did not withstand scrutiny because they were overly
broad, open-ended, vague, and ambiguous.
In the instant case, the judge, applying the Peerless
Publications balancing test to the Respondents’ Cor-
porate Codes of Ethics, first found that the provisions
of the Codes constitute terms and conditions of em-
ployment because violations of the provisions could
subject the violator to a penalty. Next examining the
content of the provisions of the Codes, the judge found
that the original Corporate Code of Ethics was overly
broad in its entirety because it applied not only to em-
ployees but also to the families of employees and to
‘‘entities in which the employee had an interest.’’ Re-
garding the revised Corporate Code of Ethics, the
judge found that only paragraphs 5 through 9 and para-
graph 10 as it applies to employees ‘‘address a subject
matter—integrity and lawful behavior—that go to the
protection of the core purposes of the enterprise.’’5 Fi-
nally, the judge found that the remaining provisions of
the revised Corporate Code of Ethics suffered var-
iously from vagueness, ambiguity, and overbreadth.
As a threshold matter, we agree with the judge, for
the reasons set forth in his decision, that the provisions
of the Codes constitute terms and conditions of em-
ployment. Contrary to the judge, we find, however,
that as a matter of proof the Respondents have failed
to demonstrate that the subject matter addressed in any
of the provisions of the Codes goes to the ‘‘protection
of the core purposes of the enterprise.’’
The Respondents contend that the core purpose of
their business is ‘‘maintaining integrity,’’ and that the
provisions of the Codes protect this core purpose. On
the other hand, the Unions contend that ‘‘ethical con-
duct’’ is not a core purpose of an enterprise whose pri-
mary function is the generation and transmission of
electricity.
In support of their position regarding the enterprise’s
core purpose, the Respondents cite the testimony of Jo-
seph Vipperman, executive vice president of operations
of American Electric Power Service Corporation (AEP
Service Corporation).6 Vipperman testified that the
original Corporate Code of Ethics was issued as a re-
sult of a recommendation from AEP’s outside auditors
that was based on passage of the Foreign Corrupt Prac-
tices Act of 1977. An internal memorandum to
Vipperman that accompanied a draft of the Code also
referred to ‘‘a recent SEC ruling requiring a statement
by management on internal control to be filed in an-
nual reports.’’ According to Vipperman, the auditors
did not recommend any specific provisions to be in-
cluded in the Code and suggested only that any Code
formulated should at a minimum apply to managerial
employees. In this regard, Vipperman stated that he
suggested the substantive provisions of the Code based
on documents that already existed within the Company
such as employee handbooks and decided to broaden
its coverage to all employees. On cross-examination by
the Respondents’ counsel, Vipperman indicated that
the Respondent operating companies are subject to
‘‘fairly pervasive regulation’’ by the state and Federal
governments. Finally, when questioned by the Re-
spondents’ counsel regarding the relationship between
the Codes and ‘‘the integrity of the operating compa-
nies,’’ Vipperman responded:
[B]ecause we’re regulated, most of our customers
don’t have another opportunity to go some place
else if they don’t like the way we conduct busi-
ness. And I think it’s more important for us then
to behave in an ethical manner maybe even than
some other company that might.
We recognize that ‘‘integrity’’—the subject matter
of the Respondents’ Corporate Codes of Ethics—is an
important aspect of the operation of any business, in-
cluding an electric power company. From this general
perspective, the Respondents’ Codes therefore address
desirable standards of behavior to be encouraged
among employees. In the context, however, of the lim-
ited exception to the rule of mandatory bargainability
set forth in Peerless Publications, we find that the evi-
dence does not demonstrate that integrity goes to the
protection of the core purposes of the Respondents’
enterprise.
The employee handbooks of the Respondent operat-
ing companies state, ‘‘Our job is generating electricity
and getting it to where it’s used, and to do both with
maximum efficiency and minimum impact on the envi-
ronment.’’ Although Vipperman testified that in the
performance of these duties the Respondents are sub-
ject to pervasive regulation, there is no evidence in the
1023AMERICAN ELECTRIC POWER CO.
7 Par. 14 states: ‘‘The foregoing guidelines apply not only to each employee
as an individual but also to his/her family and to entities in which he/she has
an interest.’’ Par. 14 was deleted in the revised Code.
record to suggest that specific provisions of the Codes
were intended to meet state or Federal licensing or re-
porting requirements. In this regard, despite
Vipperman’s conclusory testimony that the original
Code was promulgated because of the passage of the
Foreign Corrupt Practices Act, it appears that the Code
was mainly a compilation of preexisting company doc-
uments rather than a response targeted to specific Gov-
ernmental regulations governing the production of
electricity. Further, the Respondents have not dem-
onstrated why the nature of their Government regula-
tion requires that all the many categories of production
and maintenance employees included in their bar-
gaining agreements with the Unions were subject to
the Codes’ provisions.
For the above reasons, we find that the Respondents
have not shown that the subject matter of their Cor-
porate Codes of Ethics is necessary for the protection
of the core purposes of the Respondents’ enterprise—
the generation and transmission of electricity. See
Peerless Publications, supra, 283 NLRB at 335. The
fact that the Respondents operate within a regulated in-
dustry does not prove that the subject matter of the
Codes constitutes the sort of ‘‘entrepreneurial’’ deci-
sion that can be exempt from the scope of the duty to
bargain. Accordingly, we find that the Respondents
have not overcome the initial presumption of manda-
tory bargainability under Peerless Publications. See
GHR Energy Corp., 294 NLRB 1011, 1012 (1989),
enfd. mem. 924 F.2d 1055 (5th Cir. 1991), in which
the Board, applying Peerless Publications, above,
found that the respondent petrochemical company vio-
lated Section 8(a)(5) and (1) of the Act by unilaterally
issuing a ‘‘Policy Statement on Disloyalty’’ which it
intended to enforce with disciplinary sanctions.
Moreover, we find that even if the Respondents had
overcome this presumption, the provisions of the
Codes are deficient in other respects. In this regard, we
agree with the judge that the original Corporate Code
of Ethics is overly broad in view of paragraph 14,7 and
that it should be rescinded in its entirety. Additionally,
we agree with the judge’s analysis regarding para-
graphs 1 through 4, 10 (as it applies to employees’
families), and 11 through 13 of the revised Corporate
Code of Ethics, and with his findings that these provi-
sions suffer variously from vagueness, ambiguity, and
overbreadth. We find, however, contrary to the judge,
and in agreement with the Unions’ exceptions, that
paragraphs 5 through 9 and paragraph 10 (as it applies
to employees) are also deficient because, at the least,
they are not appropriately limited to affected employ-
ees as required by Peerless Publications, above. Ac-
cordingly, we find that the revised Corporate Code of
Ethics should also be rescinded in its entirety. In light
of the above findings, we shall amend the judge’s
Conclusions of Law and Order and issue a new notice.
2. We agree with the judge that Respondent Amer-
ican Electric Power Company (AEP) is a proper party
to this proceeding. In so finding, we rely on the ‘‘di-
rect participation’’ theory of intercorporate liability as
discussed in Esmark, Inc. v. NLRB, 887 F.2d 739,
752–760 (7th Cir. 1989), remanding sub nom. Swift
Independent Corp., 289 NLRB 423 (1988). Pursuant to
Esmark, when a parent corporation disregards the sepa-
rate legal personality of its subsidiary (and the subsidi-
ary’s own decision-making ‘‘paraphernalia’’) and exer-
cises direct control over a specific transaction, deriva-
tive liability for the subsidiary’s unfair labor practices
will be imposed on the parent. Id. at 757. In the instant
case, in 1979, Vipperman, who was then the controller
of AEP Service Corporation, directed AEP Service
Corporation personnel to draft a Corporate Code of
Ethics based on certain documents that existed within
the Company. The resulting Code was drafted without
input from or consultation with the operating compa-
nies. Vipperman sent the completed draft to W. S.
White, chairman of the board and chief executive offi-
cer of AEP, AEP Service Corporation, and each of the
operating companies, for his approval. In February
1980, the Code was distributed to employees of AEP
Service Corporation and AEP’s existing operating
companies with a cover letter from White. The letter
requested that employees read the Code and stated
that, inter alia, ‘‘all questions concerning the adminis-
tration of the policy should be directed to J. H.
Vipperman, controller.’’ Vipperman testified that the
Code is reviewed annually by the controller’s office at
AEP Service Corporation to determine if revisions are
necessary.
In view of the above, we find that AEP’s conduct
with respect to the promulgation and administration of
the Code went beyond active participation in the af-
fairs of its subsidiaries through the normal decision-
making channels and constituted impermissible ‘‘di-
rect’’ control in disregard of the subsidiaries’ corporate
forms. We therefore find that under Esmark, above,
Respondent AEP is liable for the unfair labor practices
committed by its operating companies with respect to
the Corporate Codes of Ethics.
AMENDED CONCLUSIONS OF LAW
Substitute the following for Conclusion of Law 3.
‘‘3. The Respondents violated Section 8(a)(5) and
(1) of the Act by issuing a Corporate Code of Ethics
in February 1980 and a revised Corporate Code of Eth-
ics in January 1987 without first giving prior notice
and opportunity to bargain to the Unions.’’
1024 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
1 Such concepts are relevant, of course, when rules applying to activities
protected by Sec. 7 are involved, because vague restrictions on such activities
as union solicitation could chill the exercise of those protected rights. In GHR
Energy Corp., 294 NLRB 1011, 1012 (1989), enfd. mem. 924 F.2d 1055 (5th
Cir. 1991), we applied the Peerless Publications vagueness test to a ‘‘Policy
Statement on Disloyalty,’’ but it had special relevance there because the re-
spondent had such a broad and vague prohibition against ‘‘disloyal’’ actions
or statements that employees could reasonably have felt intimidated from exer-
cising rights under Sec. 7.
2 The Code was clearly more than a list of purely precatory statements, and
thus functioned like work rules, even though many of the rules seemed more
relevant to employees in the executive ranks than to production and mainte-
nance employees. The judge found, with adequate support in the record, that
violating provisions of the code could subject employees to discipline.
ORDER
The National Labor Relations Board adopts the rec-
ommended Order of the administrative law judge as
modified below and orders that the Respondents,
American Electric Power Company, Columbus, Ohio;
Columbus Southern Power Company, Columbus, Ohio;
Kentucky Power Company, Ashland, Kentucky; Appa-
lachian Power Company, Roanoke, Virginia; Indiana
Michigan Power Company, Fort Wayne, Indiana;
Kingsport Power Company, Kingsport, Tennessee;
Michigan Power Company, Three River, Michigan;
and Ohio Power Company, Canton, Ohio, their offi-
cers, agents, successors, and assigns, shall take the ac-
tion set forth in the Order as modified.
1. Substitute the following for paragraph 2(a).
‘‘(a) Rescind in writing the original Corporate Code
of Ethics issued in February 1980 in its entirety and
the revised Corporate Code of Ethics issued in January
1987 in its entirety, to the extent they pertain to bar-
gaining unit employees represented by Local Union
Nos. 1466, 978, 1392, 934, 876, and 981 of the Inter-
national Brotherhood of Electrical Workers, AFL–
CLO–CLC.’’
2. Substitute the attached notice for that of the ad-
ministrative law judge.
CHAIRMAN STEPHENS, concurring.
I join my colleagues’ opinion because I regard it as
a correct and reasonable application of existing law to
the facts of this case and because I would not favor
changing the law in any way that would produce a dif-
ferent result. I write separately to express my view that
the Board’s decision in Peerless Publications, 283
NLRB 334 (1987), on remand from sub nom. News-
paper Guild Local 10 v. NLRB, 636 F.2d 550 (D.C.
Cir. 1980), reflected the special nature of the employer
involved there—a newspaper—and that its rationale is
not well suited to determining mandatory subjects of
bargaining in other industries. I an uncomfortable in
particular with such concepts as ‘‘overbreadth’’ and
‘‘vagueness,’’ which make it appear as if we are trying
to determine whether an employer’s rules would pass
muster under the first amendment.1
Formulating a code of ethics applicable to the con-
duct of employees is not an ‘‘entrepreneurial’’ act in
any ordinary sense of the word. I would not treat such
a code differently from any other set of rules of con-
duct that an employer might seek to apply to its em-
ployees. Such rules are presumptively mandatory sub-
jects of bargaining, and exceptions would be rare.2
Finding that such rules are mandatory subjects means
only that the respondent must bargain with the union
about them, not that it must change them to make
them less vague.
Of course vagueness in a rule might be something
a collective-bargaining representative would wish to
bargain about. Paragraph 7 of the Code is a case in
point. It provides:
No false or artificial entries shall directly or indi-
rectly be made to any books or records of the
Company or any subsidiary for any reason. Em-
ployees shall not directly or indirectly engage in
any arrangements that result in such a prohibited
act.
The judge excluded this paragraph from those which
he found were mandatory subjects of bargaining be-
cause he regarded it as a ‘‘quite reasonable’’ rule that
simply tells employees that they should obey the law.
He believed this went to the ‘‘credibility of the busi-
ness’’ and thus involved a ‘‘core purpose’’ over which
the Respondent should not have to bargain. I agree
with the majority opinion’s reasoning that upright em-
ployee behavior is not a core purpose of a utility com-
pany in the same sense that avoiding conduct that
compromises a reputation for unbiased journalism
might be a core purpose of a newspaper. The holding
of Peerless Publications thus does not dictate a finding
that this provision reflects a strictly entrepreneurial
concern. But I would focus rather on the fact that em-
ployees might reasonably be concerned to know, for
example, what the Respondent thought constituted an
‘‘artificial entry’’ and whether an employee who mis-
takenly misrecorded his arrival time on a sign-in log
was guilty of violating that rule. In other words, the
Union would not be bargaining for the right of em-
ployees to be dishonest or disobey the law, but more
likely would be bargaining to establish the parameters
of the Code of Ethics as it affected the unit employees.
In sum, it is no interest of ours whether the Re-
spondent wishes to embody broad or vague rules gov-
erning employee conduct in a Code of Ethics. To the
extent the Respondent plans to apply its Code of Eth-
ics to the unit employees, however, it must negotiate
with their collective-bargaining representative about
them.
1025AMERICAN ELECTRIC POWER CO.
1 Based on demeanor and the reasonableness of their testimony and giving
due consideration to whether the witnesses were corroborated or not concluded
that all witnesses in this case testified truthfully.
APPENDIX
NOTICE TO EMPLOYEES
POSTED BY ORDER OF THE
NATIONAL LABOR RELATIONS BOARD
An Agency of the United States Government
The National Labor Relations Board has found that we
violated the National Labor Relations Act and has or-
dered us to post and abide by this notice.
WE WILL NOT refuse to bargain collectively with
Local Unions Nos. 1466, 978, 1392, 934, 876, and
981, International Brotherhood of Electrical Workers,
AFL–CIO–CLC, respectively, on request, about terms
and conditions of employment embodied in the Cor-
porate Code of Ethics.
WE WILL NOT unilaterally promulgate Corporate
Codes of Ethics affecting terms and conditions of em-
ployment, or enforce such unilaterally promulgated
Corporate Codes of Ethics, without giving the Unions
prior notice and opportunity to bargain.
WE WILL NOT in any like or related manner interfere
with, restrain, or coerce you in the exercise of the
rights guaranteed you by Section 7 of the Act.
WE WILL rescind in writing the original Corporate
Code of Ethics in its entirety, and the revised Cor-
porate Code of Ethics in its entirety, to the extent they
pertain to bargaining unit employees represented by
the Unions.
WE WILL, on request, bargain with the Unions con-
cerning terms and conditions of employment to be con-
tained in any new Corporate Code of Ethics and, if
agreement is reached, embody it in a signed agree-
ment.
AMERICAN ELECTRIC POWER COMPANY
AND ITS SUBSIDIARIES COLUMBUS
SOUTHERN POWER COMPANY, KEN-
TUCKY POWER COMPANY, APPA-
LACHIAN POWER COMPANY, INDIANA
MICHIGAN POWER COMPANY, KINGS-
PORT POWER COMPANY, MICHIGAN
POWER COMPANY, AND OHIO POWER
COMPANY
Vyrone Cravannas, Esq., for the General Counsel.
John A. McGuinn, Esq., of Washington, D.C., and Frederick
L. Sagan, Esq., of Columbus, Ohio, for the Respondents.
Robert D. Kurnick, Esq., of Washington, D.C., for the Charg-
ing Parties.
DECISION
STATEMENT OF THE CASE
MARTIN J. LINSKY, Administrative Law Judge. On 5 Au-
gust 1980 charges were filed by IBEW Locals 1466, 978,
1392, 934, 876, and 981 against American Electric Power
Company and its subsidiaries Columbus Southern Power
Company (formerly known as Columbus and Southern Ohio
Electric Company), Kentucky Power Company, Appalachian
Power Company, Indiana Michigan Power Company (for-
merly known as Indiana and Michigan Electric Company),
Kingsport Power Company, Michigan Power Company, and
Ohio Power Company, Respondents herein.
The charges allege that Respondents violated Section
8(a)(1) and (5) when they issued a Corporate Code of Ethics
without first giving notice and opportunity to bargain to the
Union.
The Board stayed further proceedings regarding these
charges pending the outcome of litigation in a case which
raised similar issues. On 13 August 1980 the US Court of
Appeals for the District of Columbia Circuit issued its deci-
sion in that case. Newspaper Guild Local 10 (Peerless Publi-
cations) v. NLRB, 636 F.2d 550 (D.C. Cir. 1980). The court
remanded the case to the Board to reconsider its earlier deci-
sion in the same case in light of the Court’s decision. The
Board did so in a decision which issued on 26 March 1987.
Peerless Publications, 283 NLRB 334 (1987). Thereafter, on
24 March 1988, the National Labor Relations Board, by the
Regional Director for Region 9, issued a consolidated com-
plaint, which as later amended at the hearing, alleges that
Respondents violated Section 8(a)(1) and (5) of the Act when
it issued a Corporate Code of Ethics and when it issued a
revised Corporate Code of Ethics thereafter. Respondents
deny they violated the Act in any way.
A hearing was held before me in Columbus, Ohio, on 28
June and 26 July 1988.
On the entire record in this case, to include posthearing
briefs submitted on behalf of the General Counsel, Respond-
ents, and, Charging Parties, and upon my observation of the
demeanor of the witnesses,1 I make the following
FINDINGS OF FACT
At all times material herein, Respondent American Electric
Power (AEP) a corporation, through its various subsidiaries,
has been engaged in the purchase, production, transmission,
storage and nonretail sale and distribution of electricity.
During the past 12 months, a representative period, Re-
spondent AEP, in the course and conduct of its business op-
erations described above, purchased and received at its var-
ious facilities goods, materials and products valued in excess
of $50,000 directly from States other than the States in
which those facilities are located.
Respondent AEP is now, and has been at all times mate-
rial herein, an employer engaged in commerce within the
meaning of Section 2(2), (6), and (7) of the Act.
At all times material herein, Respondent Columbus South-
ern, a corporation with an office and place of business in Co-
lumbus, Ohio, Respondent Columbus Southern’s facility, has
been engaged in the purchase, production, transmission, stor-
age, and the nonretail sale and distribution of electricity.
During the past 12 months, a representative period, Re-
spondent Columbus Southern, in the course and conduct of
its business operations described above purchased and re-
ceived at its Columbus, Ohio facility products, goods and
materials valued in excess of $50,000 directly from points
outside the State of Ohio.
1026 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
2 Local 978, IBEW, represents employees at Kentucky Power Company and
Appalachian Power Company. Local 1392, IBEW, represents employees at In-
diana Michigan Power Company. Local 934, IBEW, represents employees at
Kingsport Power Company. Local 876, IBEW, represents employees at Michi-
gan Power Company. Local 981, IBEW, represents employees at the Ohio
Power Company.
Respondent Columbus Southern is now, and has been at
all times material herein, an employer engaged in commerce
within the meaning of Section 2(2), (6), and (7) of the Act.
At all times material herein, Respondent Kentucky Power,
a corporation with an office and place of business in Ash-
land, Kentucky (Respondent Kentucky Power’s facility), has
been engaged in the purchase, production, transmission, stor-
age and the nonretail sale and distribution of electricity.
During the past 12 months, a representative period, Re-
spondent Kentucky Power, in the course and conduct of its
business operations described above purchased and received
at its Ashland, Kentucky facility products, goods and mate-
rials valued in excess of $50,000 directly from points outside
the State of Kentucky.
Respondent Kentucky Power is now, and has been at all
times material herein, an employer engaged in commerce
within the meaning of Section 2(2), (6), and (7) of the Act.
At all times material herein, Respondent Appalachian
Power, a corporation with an office and place of business in
Roanoke, Virginia (Respondent Appalachian Power’s facil-
ity), has been engaged in the purchase, production, trans-
mission, storage and the nonretail sale and distribution of
electricity.
During the past 12 months, a representative period, Re-
spondent Appalachian Power, in the course and conduct of
its business operations described above purchased and re-
ceived at its Roanoke, Virginia facility products, goods and
materials valued in excess of $50,000 directly from points
outside the State of Virginia.
Respondent Appalachian Power is now, and has been at all
times material herein, an employer engaged in commerce
within the meaning of Section 2(2), (6), and (7) of the Act.
At all times material herein, Respondent Indiana Michigan,
a corporation with an office and place of business in Fort
Wayne, Indiana (Respondent Indiana Michigan’s facility),
has been engaged in the purchase, production, transmission,
storage and the nonretail sale and distribution of electricity.
During the past 12 months, a representative period, Re-
spondent Indiana Michigan, in the course and conduct of its
business operations described above purchased and received
at its Fort Wayne, Indiana facility products, goods and mate-
rials valued in excess of $50,000 directly from points outside
the State of Indiana.
Respondent Indiana Michigan is now, has been at all times
material herein, an employer engaged in commerce within
the meaning of Section 2(2), (6), and (7) of the Act.
At all times material herein, Respondent Kingsport Power,
a corporation with an office and place of business in Kings-
port, Tennessee (Respondent Kingsport Power’s facility), has
been engaged in the purchase, production, transmission, stor-
age and the nonretail sale and distribution of electricity.
During the past 12 months, a representative period, Re-
spondent Kingsport Power, in the course and conduct of its
business operations described above purchased and received
at its Kingsport, Tennessee facility products, goods and ma-
terials valued in excess of $50,000 directly from points out-
side the State of Tennessee.
Respondent Kingsport Power is now, has been at all times
material herein, an employer engaged in commerce within
the meaning of Section 2(2), (6), and (7) of the Act.
At all times material herein, Respondent Michigan Power,
a corporation with an office and place of business in Three
River, Michigan, herein called Respondent Michigan Power’s
facility, has been engaged in the purchase, production, trans-
mission, storage and the nonretail sale and distribution of
electricity.
During the past 12 months, a representative period, Re-
spondent Michigan Power, in the course and conduct of its
business operations described above purchased and received
at its Three River Michigan facility products, goods and ma-
terials valued in excess of $50,000 directly from points out-
side the State of Michigan.
Respondent Michigan Power is now, and has been at all
times material herein, an employer engaged in commerce
within the meaning of Section 2(2), (6), and (7) of the Act.
At all times material herein, Respondent Ohio Power, a
corporation with an office and place of business in Canton,
Ohio (Respondent Ohio Power’s facility), has been engaged
in the purchase, production, transmission, storage and the
nonretail sale and distribution of electricity.
During the past 12 months, a representative period, Re-
spondent Ohio Power, in the course and conduct of its busi-
ness operations described above purchased and received at its
Canton, Ohio facility products, goods and materials valued in
excess of $50,000 directly from points outside the State of
Ohio.
Respondent Ohio Power is now, has been at all times ma-
terial herein, an employer engaged in commerce within the
meaning of Section 2(2), (6), and (7) of the Act.
I. LABOR ORGANIZATIONS INVOLVED
Respondent admits, and I find, that Local 1466, Local 978,
Local 1392, Local 394, Local 876, and Local 981, all of
which are affiliated locals of the International Brotherhood of
Electrical workers, AFL–CIO–CLC, are now, and have been
at all times material herein, labor organizations within the
meaning of Section 2(5) of the Act.
II. THE ALLEGED UNFAIR LABOR PRACTICES
It was stipulated that Respondents’ Corporate Code of Eth-
ics was issued and distributed to the employees of Kentucky
Power Company, Appalachian Power Company, Indiana
Michigan Power Company, Kingsport Power Company,
Michigan Power Company, and Ohio Power Company in or
about February 1980 without Respondent giving prior notice
or opportunity to bargain to the Union.
The Charging Party IBEW Locals represent bargaining
unit employees in each of the aforementioned Power Compa-
nies which are subsidiaries of AEP, which is a holding com-
pany.2
The record further reflects that the Corporate Code of Eth-
ics was issued in late December 1985 to bargaining unit em-
ployees at Columbus Southern Power Company without giv-
ing prior notice and opportunity to bargain to the Union. The
bargaining unit employees at Columbus Southern Power
Company are represented by Local 1466, IBEW.
The Chairman and Chief Executive officer of AEP and all
its subsidiaries is W. S. White, Jr. It was the decision of
1027AMERICAN ELECTRIC POWER CO.
W. S. White, Jr., to issue the Corporate Code of Ethics in
February 1980 and, thereafter, in January 1987, to issue a re-
vised Corporate Code of Ethics.
All of the subsidiaries involved in this case are admitted
by counsel for Respondents to be employers within the
meaning of the Act. Section 2(2) of the Act defines employer
as including any person ‘‘acting as an agent of an employer,
directly or indirectly . . . .’’ Ergo, Respondent AEP can re-
main in this case as a party Respondent along with the seven
operating companies even though it is a holding company
with no employees as such.
In late 1985 employees at Columbus Southern Power
Company were informed that the Corporate Code of Ethics
applied to the. In February 1980 when the Corporate Code
of Ethics was first issued Columbus Southern Power Com-
pany was not part of the AEP System. It because part of that
system when it was purchased by AEP in May 1980. Re-
spondent’s counsel objects to Columbus Southern Power
Company being a part of this litigation on the grounds that
the charge filed by Local 1466, IBEW, alleges that the Cor-
porate Code of Ethics was implemented in February 1980
but it was not until May 1980 that Columbus Southern
Power Company even became part of the AEP System. The
charge was filed in August 1980. However, while the testi-
mony at the hearing establishes that bargaining unit employ-
ees at Columbus Southern were first told the Corporate Code
of Ethics applied to them in late 1985 the first page of the
Code issued in February 1980 and the Chairman of the
Board’s cover letter indicated it applied to all employees of
AEP’s operating companies, of which Columbus Southern
was one at the time the charge was filed against it in August
1980.
In January 1987 a revised Corporate Code of Ethics was
issued. It differs in some respects from the one issued in
February 1980. The Corporate Code of Ethics, which issued
in February 1980, provides as follows:
1. Every effort must be made to reach all decisions
solely on the basis of merit in those matters affecting
employees, customers, investors, suppliers, government,
or others doing business with the Company.
2. Company information not generally available to
the public shall not be used by employees, directly or
indirectly, for their own personal gain, nor shall it be
provided for the use of others.
3. Employees shall not seek or accept favors, gifts,
entertainment, or the equivalent. This does not apply to
the receipt of business gifts of a nominal nature; how-
ever, acceptance of these gifts should be held to a min-
imum. Providing and receiving normal business enter-
tainment, such a lunches and dinners, is allowed pro-
vided such activities are not frequent or lavish.
4. Employees will report, through their immediate
supervisor, any financial interest in any business (l)
which directly competes with the Company or (2)
which supplies the Company with a substantial amount
of goods or services or (3) which sells to the Company
a substantial part of its output. This does not apply to
an interest as a security holder in companies whose se-
curities are listed on any national securities exchange or
traded over the counter by members of the National As-
sociation of Securities Dealers, unless it exceeds ap-
proximately 5% of voting control. This applies to the
employee or any member of his/her immediate family.
5. The Company shall not knowingly use any funds
or other assets, or provide any services, for any purpose
which is unlawful under the laws of the United States,
any state thereof, or any jurisdiction, foreign or domes-
tic.
6. The Company or any subsidiary shall not establish
any undisclosed or unrecorded funds or assets for any
purpose.
7. No false or artificial entries shall directly or indi-
rectly be made to any books or records of the Company
or any subsidiary for any reason Employees shall not
directly or indirectly engage in any arrangements that
result in such a prohibited act.
8. No payment on behalf of the Company or any
subsidiary shall directly or indirectly be approved or
made with the intention or understanding that part or all
of such payment is to be used for any purpose other
than that described by the properly approved document
supporting the payment.
9. The Company has a legally organized Political
Action Committee (PAC) This Committee may receive
voluntary contributions from management personnel
and contribute funds to domestic political campaigns
No Company funds or services will be contributed, di-
rectly or indirectly, to any political party or to the cam-
paign of any person seeking political office or ex-
pended in support of or opposition to such party or per-
son.
10. Employees should not enter into any agreement,
arrangement or device by way of fee, rebate, loan, ad-
vance, consultant agreement, legal representation or
otherwise, designed or intended to reward or remu-
nerate, directly or indirectly, any governental agency or
employee, official or representative, or any officer, di-
rector, employee, or shareholder of any private cus-
tomer for decisions or actions favorable to AEP In
short, nothing in the nature of a bribe, payoff, or kick-
back should be or accepted to secure or maintain busi-
ness.
11. Employees shall not accept additional outside
employment if it is judged to interfere with the efficient
performance of the employee’s duties with the Com-
pany.
12. All supervisors are responsible for enforceent of
and compliance with this policy, as well as to ensure
employees’ knowledge and compliance therewith.
13. Any employee having information or knowledge
of any violation of this code of ethics must report such
information or knowledge promptly to the Controller of
the AEP Service Corporation.
14 .The foregoing guidelines apply not only to each
employee as an individual but also to his/her family and
to entities in which he/she has an interest.
The revised Corporate Code of Ethics issued on 1 January
1987 and differs from the Code issued in February 1980 in
the following respects:
1. Paragraph 14 is deleted completely.
1028 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
2. Paragraphs 3, 5, 6, 9, 10, 11, and 13 are worded
differently from the original Code The Revised Code
with respect to those paragraphs reads as follows:
3. Employees or members of their immediate fami-
lies shall not seek or accept favors, gifts, entertainent,
or the equivalent This does not apply to the receipt of
business gifts of a nominal nature; however, acceptance
of these gifts should be held to a minimum Providing
and receiving noral business entertainent, such as
lunches and dinners, is allowed provided such activities
are not
5. Employees shall not knowingly cause the Com-
pany to use funds or other assets, or provide any serv-
ices, for any purpose which is unlawful under the laws
of the United States, any state thereof, or any jurisdic-
tion, foreign or domestic.
6. Employees of the Company or any subsidiary
shall not use Company funds to create any undisclosed
or unrecorded Company assets for any purpose.
9. No Company funds or services will be contrib-
uted, directly or indirectly, to any political campaign of
any person seeking political office or expended in sup-
port of or opposition to such party or person except to
the extent that Company resources including time of
employees may be utilized to maintain the operation of
legally organized political action committee as per-
mitted by applicable law.
10. Employees or members of their immediate fami-
lies should not enter into any agreement, arrangement
or device by way of fee, rebate, loan, advance, consult-
ant agreement, legal representation or otherwise, de-
signed or intended to reward or remunerate, directly or
indirectly, any governmental agency or employee, offi-
cial or representative, or any officer, director, em-
ployee, or shareholder of any private customer for deci-
sion or actions favorable to AEP In short, nothing in
the nature of a bribe, payoff, of kickback should be
paid or accepted to secure or maintain business.
11. An employee shall not accept additional outside
employment if it is judged to interfere with the efficient
performance of the employee’s duties with the Com-
pany or to result in a conflict of interest.
13. Any employee having information of any viola-
tion of this Code of Ethics must report such informa-
tion or knowledge promptly to the appropriate level of
management within that employee’s company or to the
Controller of the AEP Service Corpation.
Suffice it to say Respondent is at liberty to issue a Cor-
porate Code of Ethics as to all its employees who are not
represented by a union. As to those employees who are rep-
resented by a union the issue is whether or not the Corporate
Code of Ethics contains mandatory subjects of collective bar-
gaining, i.e., such terms or conditions of employment, that
Respondent, before implementing such a Code, must give
prior notice and opportunity to bargain to the Union.
As noted above the key to the answer lies in the Board’s
decision in Peerless Publications, 283 NLRB 334 (1987).
As noted from a reading of both the original Corporate
Code of Ethics and the revised Corporate Code of Ethics
there is not contained therein any penalty provisions for vio-
lation of the Code. The evidence at the hearing reflects quite
conclusively, however, that violations of the Code could sub-
ject the violator to a penalty. According to Respondents’ own
witness penalty for a violation of the Code will be decided
on a case-by-case basis giving due consideration to the par-
ticulars of the violation. As the Board said in Peerless Publi-
cations, supra, it is the attachment of express or implied pen-
alties for breach of the Code that will transform rules or
codes of conduct from mere expressions of opinion or aspira-
tion into terms and conditions of employment.
However, no employee has ever been disciplined for vio-
lating the Corporate Code of Ethics. One employee, Terry
Giese, was told that his involvment with a consumer group
violated the Code but he was not disciplined. Another em-
ployee, Al Jones, was told that his outside job violated the
Code.
Alan Goddard, then business agent for Local 1392, IBEW,
who represented employees at Indiana Michigan Power Com-
pany, made a timely request in July 1980 to bargain over the
Corporate Code of Ethics and Respondent Indiana Michigan
refused to do so. Local 981, IBEW, also requested Respond-
ent Michigan Power Company to bargain about the Cor-
porate Code of Ethics with the same result. There was obvi-
ously no clear and unmistakable waiver by the Union of its
right to bargain concerning the Code. Metropolitan Edison
Co. v. NLRB, 460 U.S. 693, 708 (1983).
Respondents implemented the Code on the orders of
W. S. White, Jr., chief executive officer of AEP and all its
subsidiaries, because of a recommendation to do so which
came from its outside auditing firm, Deloitte, Haskins, and
Sells. Evidentially, following passage of the Foreign Corrupt
Practices Act, the auditing firm felt that its client, AEP,
should promulgate a Corporate Code of Ethics applicable to
at least all its management officials. Respondent AEP went
further and promulgated a Code applicable to all its employ-
ees, and not just management officials. It is clear to me that
this was done not because AEP is antiunion or wanted to un-
dercut the Unions but because it thought it appropriate to do
so.
Respondents objected to my permitting the General Coun-
sel to amend the complaint at the hearing on 28 June 1988
to allege that Respondents violated the Act when it issued
the Revised Corporate Code of Ethics in January 1987 since
the Union’s charges only addressed the issuance of the origi-
nal Code in February 1980. It seems obvious to me that the
issue of the unilateral promulgation of the Code was properly
in the complaint and changes to the Code could be alleged
as violative of the Act by the General Counsel without the
filing of new charges. I told Respondents’ counsel that I
would give them more time to prepare to defend against the
Complaint, as amended. They took me up on that and the
hearing was adjourned on 28 June to 26 July 1988 at Re-
spondents’ request. I note that the General Counsel can in-
clude in a complaint allegations about events occurring after
the charge is filed without the necessity of new charges. Na-
tional Licorice Co. v. NLRB, 309 U.S. 350 (1940). Section
10(b) of the Act doesn’t relate to conduct subsequent to the
filing of the charges. NLRB v. Fant Milling Co., 360 U.S.
301 (1959). As the Board stated in Peerless Publications,
supra at 335:
The concept of ‘‘terms and conditions of employ-
ment’’ is itself a broad one—and deliberately so, for
1029AMERICAN ELECTRIC POWER CO.
Congress intended it to be broad. Thus, rules or codes
of conduct governing employee behavior with con-
stituent penalty provisions for breach necessarily fall
well within the definitional boundaries of ‘‘terms and
conditions’’ of employment. In determining whether an
employer may nevertheless impose such a term and
condition of employment without prior bargaining, we
begin with the principle that ‘‘labor law presumes that
a matter which affects the terms and conditions of em-
ployment will be a subject of mandatory bargaining.’’
In order to overcome this presumption, therefore, it is
clear initially that the subject matter sought to be ad-
dressed by the employer must go to the ‘‘protection of
the core purpose of the enterprise.’’ Where that is the
case, the rule must on its face be (1) narrowly tailored
in terms of substance, to meet with particularity only
the employer’s legitimate and necessary objectives,
without being overly broad, vague, or ambiguous; and
(2) appropriately limited in its applicability to affected
employees to accomplish the necessarily limited objec-
tives. [Footnotes omitted.]
In light of the Board’s decision Respondents are free to es-
tablish and promulgate a Corporate Code of Ethics applicable
to bargaining unit employees without first giving prior notice
and opportunity to bargain to the Union if the contents of
such a Code are necessary to the credibility of the business
and/or the quality of its product, the provisions of the Code
are narrowly tailored, unambiguous, and designate the cat-
egory of employees to whom applicable.
Viewing the Code and the revised Code in light of the
Board’s decision it is clear to me that Respondent must re-
scind the Code in part in so far as it is applicable to the bar-
gaining unit employees. The original Code, which was re-
placed by the revised Code in January 1987, is overly broad
in its entirely since it applied not only to employees but also
to the families of employees and to entities in which the em-
ployee had an interest.
Respondents argue that many but not all of the provisions
of the Code are the same or virtually the same as rules in
its employee handbooks which everyone concedes already
bind the employees, ergo, how can it violate anyone’s rights
if these same provisions are recorded in another document.
This is a pretty good argument but the language in the Code
is not precisely the same as that in the handbooks and are
subject therefore to a different interpretation. From a prac-
tical point of view Respondents’ interest in making sure its
bargaining unit employees do not violate provisions of the
handbook doesn’t require promulgating the Code since the
‘‘rule’’ is already memorialized in the handbook.
In addition, the provisions of the handbook do not apply
to the members of an employee’s family in any way whereas
all the provisions of the original and Corporate Code of Eth-
ics and many of the provisions of the revised Corporate Code
of Ethics do.
I will examine the provisions of the revised Code sepa-
rately. With respect to paragraph 1 of the Code, which is the
same in both the original and revised versions it fails to meet
the Peerless Publications test since it is clearly ambiguous.
On its face it would appear to conflict with the seniority
clauses in collective-bargaining agreements.
Paragraph 2 is also ambiguous, e.g., can an employee dis-
close his salary to a lending institution to insist the employee
in securing a loan on a piece of investment property. Para-
graph 2 is considerably broader than the Patent and Con-
fidential Information Statement signed by each employee
when hired. That document would appear to adequately pro-
tect Respondents’ proprietary interests.
Paragraph 3 appears to be overly broad and vague. How
does it protect the core purposes of the AEP system to pre-
vent an employee’s wife, son, or daughter from accepting a
favor or gift and it doesn’t appear that this prohibition on re-
ceiving gifts is dependent in any way on the identity of the
gift - given.
Does paragraph 4 require an employee to report what his
son makes as an employee for a company which does a lot
of business with AEP or one of its operating companies?
This paragraph is also vague and doesn’t appear to protect
the core purposes of the AEP system.
Paragraphs 5, 6, 7, 8, and 9 appear to be quite reasonable
and essentially say to the employees that they should obey
the law. They go to the core purposes of the enterprise. AEP
and its operating companies can unilaterally demand that
their employees obey the law. Bargaining about this would
not make a lot of sense because compromise is out of the
question. It would be contrary to public policy, e.g., for the
parties to agree that employees will obey only the law east
of the Mississippi and not the law west of the Mississippi.
A heavily regulated public utility (or for that matter any
other employer) has the right to unilaterally tell its employ-
ees to obey the law without running afoul of the National
Labor Relations Act.
Paragraph 10 is reasonable in so far as it applies to the
employees; themselves. It is overly broad when it informs
employees, implicitly, that they can be disciplined for actions
by members of their families in the absence of evidence that
employees directed or caused members of their immediate
family to violate this paragraph’s prohibition against bribery,
kickbacks, etc.
Paragraph 11 prohibits an employee from accepting addi-
tional outside employment if it is judged to interfere with the
efficient performance of the employee’s duties with the com-
pany or to result in a conflict of interest. This subject matter
is covered in more detail and with slightly different language
in Employee Handbooks introduced into evidence at the
hearing. Having item 11 in the Corporate Code of Ethics can
only lead to confusion and ambiguity since it is not exactly
like the language in the handbook.
Paragraph 12 is vague. Does the word ‘‘supervisor’’ in the
paragraph refer to that term as defined in the National Labor
Relations Act? Does it include employees presently in bar-
gaining units represented by one of the Charging Parties?
Paragraph 13 is vague and ambiguous. If prior paragraphs
of the Code are vague—which I find they are—then it is
equally vague to require employees to report violations of
vague provisions of a Code by other employees. Indeed to
even require employees to report violations of vague provi-
sions committed by the wives, sons, and daughters of fellow
employees.
Only paragraphs 5, 6, 7, 8, and 9 or less than half the
Code address a subject matter—integrity and lawful behav-
ior—that go to the protection of the core purposes of the en-
terprise.
1030 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
3 If no exceptions are filed as provided by Section 102.46 of the Board’s
Rules and Regulations, the findings, conclusions, and recommended Order
shall, as provided in Section 102.48 of the Rules and Regulations, be adopted
by the Board and become its findings, conclusions, and Order and all objec-
tions shall be deemed waived for all purposes.
4 Respondent Columbus Southern should post the notice at its facility in Co-
lumbus, Ohio, Kentucky Power in Ashland, Kentucky, Appalachian Power in
Roanoke, Virginia, Indiana Michigan in Fort Wayne, Indiana, Kingsport Power
in Kingsport, Tennessee, Michigan Power in Three River, Michigan, and Ohio
Power in Canton, Ohio.
5 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 Rela-
tions Board’’ shall read ‘‘Posted Pursuant to a Judgment of the United States
Court of Appeals Enforcing an Order of the National Labor Relations Board.’’
In light of all of the above Respondents may well be on
the right track in following the advise of their outside auditor
to publish a Corporate Code of Ethics. They can do so uni-
laterally as regards management officials and employees not
represented by a union but as regards represented bargaining
unit employees Respondents should give prior notice and op-
portunity to bargain to the Union involved before issuing a
Corporate Code of Ethics applicable to bargaining unit em-
ployees that covers employees families as the original Code
did or one that contains language the same as paragraphs 1,
2, 3, 4, 10 (only in so far as it applies to an emloyee’s fam-
ily), 11, 12, and 13 of the revised Corporate Code of Ethics.
Their failure to do so in this case constitutes a violation
of Section 8(a)(1) and (5) of the Act.
CONCLUSIONS OF LAW
1. Respondents are employers engaged in commerce and
in operations affecting commerce, within the meaning of
Section 2(2), (6), and (7) of the Act.
2. The Unions are labor organizations within the meaning
of Section 2(5) of the Act.
3. Respondents violated Section 8(a)(1) and (5) of the Act
when it issued its Corporate Code of Ethics, in February
1980 and December 1985 and when it issued the revised
Corporate Code of Ethics in January 1987 with paragraphs
1, 2, 3, 4, 10 (insofar as it applies to families of employees),
11, 12, and 13 without first giving prior notice and oppor-
tunity to bargain to the Unions.
4. The aforesaid unfair labor practices affect commerce
within the meaning of Section 2(6) and (7) of the Act.
On these findings of fact and conclusions of law, and on
the entire record in this proceeding, I issue the following rec-
ommended3
ORDER
The Respondents, American Electric Power Company and
its subsidiaries Columbus Southern Power Company, for-
merly known as Columbus and Southern Ohio Electric Com-
pany, Kentucky Power Company, Appalachian Power Com-
pany, Indiana Michigan Power Company, formerly known as
Indiana and Michigan Electric Company, Kingsport Power
Company, Michigan Power Company, and Ohio Power Com-
pany, and their officers, agents, successors, and assigns, shall
1. Cease and desist from
(a) Refusing to bargain collectively with the Union, on re-
quest, about terms and conditions of the employment em-
bodied in the Respondents’ Corporate Code of Ethics.
(b) Unilaterally promulgating or modifying Corporate
Codes of Ethics which affect terms and conditions of em-
ployment, or enforcing such unilaterally promulgated or
modified Corporate Codes of Ethics without giving prior no-
tice and opportunity to bargain to the Union.
(c) In any like or related manner interfering with, restrain-
ing, or coercing employees in the exercise of the rights guar-
anteed them by Section 7 of the Act.
2. Take the following affirmative action necessary to ef-
fectuate the policies of the Act.
(a) Rescind in writing the original Corporate Code of Eth-
ics issued in February 1980 and paragraphs 1, 2, 3, 4, 10
(only in as far as it applies to the families of bargaining unit
employees), 11, 12, and 13 of the revised Corporate Code of
Ethics issued in January 1987 as to bargaining unit employ-
ees represented by Locals 1466, 978, 1392, 934, 876, and
981, IBEW.
(b) On request, bargain with the Union concerning terms
and conditions of employment to be contained in any revised
Corporate Code of Ethics, and, if an agreement is reached,
embody it in a signed agreement.
(c) Post at its place of business4 copies of the appropriate
attached notice marked ‘‘Appendix.’’5 Copies of the notice,
on forms provided by the Regional director for Region 9,
after being signed by the Respondents’ authorized representa-
tives, shall be posted by the Respondents immediately on re-
ceipt and maintained for 60 consecutive days in conspicuous
places including all places where notices to employees are
customarily posted. Reasonable steps shall be taken by the
Respondents to ensure that the notices are not altered, de-
faced, or covered by any other material.
(d) Notify the Regional Director in writing within 20 days
from the date of this Order what steps the Respondent have
taken to comply.