City National Bank and Trust Co. of Chicago

National Labor Relations Board - Board Decisions

Jun 15, 1943

50 N.L.R.B. 516 (N.L.R.B. 1943)

I
In the Matter Of CITY NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, AND CITY NATIONAL SAFE DEPOSIT COMPANY, ITS WHOLLY-
OWNED SUBSIDIARY, and PROTECTIVE SERVICE EMPLOYEES' UNION
OF CHICAGO, LOCAL 240, AFFILIATED WITH BUILDING SERVICE EM-
PLOYEES' INTERNATIONAL UNION (A. F. OF L.)
Case No. R-5319.Decided June 15,1913
Bell, Boyd cfi, Marshall, by Mr. David A. Watts, of Chicago, Ill.,
for the Bank and the Safe Deposit Company.
Messrs. Daniel D. Carmell and John Arnett, of Chicago, Ill., for
the Union.
Mr. Robert Silagi, of counsel to the Board.
DECISION
AND
DIRECTION OF ELECTION
STATEMENT OF THE CASE
Upon 'a petition and an ainended petition duly filed by Protective
Service Employees' Union of Chicago, Local 240, affiliated with
Building Service Employees' International Union (A. F.- of L.),
herein called the Union, alleging that a question affecting commerce
had arisen concerning the., representation of employees of City
National Bank and Trust Company of Chicago, Chicago, Illinois,
herein called the Bank, and City National Safe Deposit Company,
Chicago, Illinois, herein called the Safe Deposit Company, herein
collectively called the Companies, the National Labor Relations Board
provided for an appropriate hearing upon due notice before David
Karasick, Trial Examiner. Said hearing was held at Chicago, Illi-
nois, on May 10, 1943. The Bank, the Safe Deposit Company, and
the Union appeared and participated. All parties were afforded
full opportunity to be heard, to examine and cross-examine witnesses,
and to introduce evidence bearing on the issues.'
I Following the hearing, the parties entered into a stipulation to correct certain errors
in the transcript Said stipulation is hereby approved and the stipulated corrections are
hereby ordered to be made in the official transcript.
50 N. L. R. B, No. SO.
516
CITY 'NATIONAL BANK AND T'RUSiT COMPANY 517
At the hearing the Bank and the Safe Deposit Company moved to
dismiss the petition on the ground that the Board lacked jurisdiction.
.The Trial Examiner reserved ruling on this motion for the Board.
For reasons appearing in Section I, infra, the notion is hereby
denied. The Trial Examiner's rulings made at the hearing are free
from prejudicial error and are hereby affirmed. On May 22, 1943,
the Bank, the Safe Deposit Company, and the Union filed briefs
.which the Board has considered.
Upon the entire record in the case, the Board makes the following :
FINDINGS OF FACT
I. THE BUSINESS OF TIFF COMPANIES
The parties stipulated to the following facts concerning the business
of the Companies:
City National Bank and Trust Company of Chicago is now and
has been since October 5, 1932, a national banking organization char-
tered under the National Bank Act. It is engaged in commercial
savings and loan activities, personal and corporate trust service, install-
ment financing for automobile dealers, foreign banking, and invest-
ment services. The Bank is•a member of the Federal Reserve System
and of the Federal Deposit Insurance Corporation. ' The physical
,properties of the Bank are located at 208 South LaSalle Street, Chi-
cago, Illinois.
The Bank is the 46th largest commercial bank in the United States.
As of December 31, .1942, the total assets amounted to $232,258;453.56,
and- $101,770,611.28 of such assets represented investments in securities
of the United States Government. As of the same date, loans and dis-
counts outstanding were valued at $54,531,147.94; deposits exceeded
$220,000,000; capital surplus and undivided profits amounted to
$8,314;024.93; and letters of dredit and acceptances outstanding ex-
ceeded'$472,000.
During the month of December 1942, transit items forwarded to
banks outside the State of Illinois aggregated $105,000,000. From
July 1, 1942, to December 31, 1942, the Bank issued foreign letters of
credit and travelers' checks valued at $106,350, and also provided for-
eign exchange for its customers during the same period of time valued
at $204,553.
The Bank maintains deposit accounts in other banks located in 15
principal cities in 10 States throughout the United States. Prior to
.the ivar,,the Bank maintained accounts in various other banks located
in foreign cities.
City National Safe Deposit Company is now 'and has been since
1899 a corporation organized under and existing by virtue of the-laws
530105-44-vol 50 > 34
518 DECISIONS OF, NATIONAL LABOR (RELATIONS BOARD
of the State of Illinois. It is engaged in the business of renting
-safety deposit space to the public. - The physical properties of the-Safe
Deposit Company are located at 208 South LaSalle Street, Chicago,
Illinois. The Safe Deposit Company is a tenant of the Bank; the
premises it occupies are within the physical confines of the Bank build-
ing; and it pays a monthly rental to the Bank for the use. of its
quarters.
All of the stock of the Safe Deposit Company is owned by the Blink.
Each of the officers of the Safe Deposit -Company, with the exception
of the manager, is also an` officer of the Bank. Each member of the
board of directors of the Safe Deposit Company is either a director
or officer of the Bank.
`During the year'1942, the Safe Deposit Company received $52,913/
in rentals for safety deposit boxes. Additional income of the Safe
Deposit Company dining the sathe period of time amounted to
$1,631.76. As of January 31, 1943, the Safe Deposit Company had
8,227 safety deposit boxes under lease, of which 174 were leased to
non-residents of Illinois. Approximately one-half of the lessees of
safety deposit space of; the Safe Deposit Company are also customers
of the Bank.
The Companies -assert that they are not subject to the jurisdiction
of the Board, contending that neither the Bank nor the Safe Deposit
Company is engaged in . interstate commerce. This • contention is
without merit.2 The Bank further argues that even if the Bank itself
is found to be engaged in interstate commerce within the meaning of
the Act, the Board does not have jurisdiction over its protection em-
ployees since they are not engaged in interstate commerce. This con-
tention is also without merit.3 The contention of the "separability"'
of an employer's business .has been foreclosed by the Supreme Court
in Virginia Electric & Power Company v. N. L. R. B., 314 U. S. 469,
affirming in this respect the decision of the Fourth Circuit (115 F.
(2d) 414). The lower court stated:
* * * unfair labor practices in any department of-such a
business -will have repercussions in other departments; and strife
affecting the interstate commerce in which the Company is en-
gaged will be avoided only if the rights of all employees are
properly safeguarded.
The Safe Deposit Company alleges that its operations in no way
2 See N L. R B v Bank of America National Trust and Savings Association, 130 F. (2d)
624• cerf denied 318 U S 791, 792; rehearing denied May 24, 1943.
3 See Consolidated Edison Conlpy.ny, 305 U. S 197, affirming as modified 95 F. (2d).390:
Butler Brothes v N L R I; • 134 F (2d) 981 (C C A 1) . Southern Colorado Power
'Company v. N. L. R B, 111 F. (2d) 539
CITY NATIONAL BANK AND TRtiSIT COMPANY 519
affect interstate commerce. We disagree with this allegation because
of the following facts :
Mail directed to the Safe Deposit Company is received in part
through the mailing division of the'Bank and in part received directly.
Outgoing mail of the Safe Deposit Company, however, is handled by
the mailing division of the Bank exclusively. On the outside of the
Bank building and -within the Bank itself signs appear which show
that the Bank holds itself out to the public as offering safe deposit
services without in any way indicating that the services so offered
are operated by an independent company. The Safe Deposit Com-
pany does-'no advertising, yet it had envelopes for war bonds printed
-which bear only the name of the Bank and contain the following
statement: "We recommend the excellent facilities of our safe deposit
vaults.", Although the Bank contends that the Safe Deposit Company
is a separate and distinct enterprise, it appears that an assistant vice
president of the Bank sent letters to prospective customers soliciting
business for "our safe deposit vaults" stating that "We should like to
number you among the customers of this department of our Bank
" Keys to unrented safe deposit boxes are kept in a dual control,
safe, the combinations to which are held by the auditor of the Bank
and the manager of the Safe Deposit Company. The manager of the
Safe Deposit Company from time to time requests from the auditor
of the Bank the release of such a number of keys as he- anticipates will
be needed within-the immediate future. When articles are 16A in the
Safe Deposit Company, duplicate records are kept by the Safe Deposit
Company and by the auditor of the Bank. The articles are placed in,
a dual control safe such as is used for keys mentioned above.
The Union introduced into evidence numerous articles taken from
banking magazines, including the official publication of the American
Bankers Association, purporting to, show that the banking profession
and the public generally regard safe deposit facilities cis customary
services which are offered by banks, and constitute a part of, their
,'usual operations.
From all the evidence and because of the corporate interrelationship,
it is clear that the operations of the Safe Deposit Company are so
closely integrated with those of the Bank that the two institutions in
reality constitute a single' business enterprise which falls- within the
purview of the Act. That the safe deposit business is regarded as a
normal and customary incident of a banking enterprise has been fully
recognized by the Supreme Court in Colorado National Bank, v. Bed-
ford, 310 U. S. 41. Moreover, the National Bank Act itself recognizes
that the safe deposit business is an integral part of the functions of
national banks. Thus, that statute restricts loans or_purchases to or
from affiliates of national banks but' expressly exempts from the defi-
520 DEC%MONSI OF NATIONAL LABOR R-ELATIGNIS, BOARD,
nition "of "affiliates" any "affiliate' . .. engaged solely in conducting
a safe deposit business." 4
For the foregoing reasons, we are of the opinion that the Bank and
'.the Safe Deposit Company may be considered as a single integrated
enterprise, and we find that the Bank and the Safe Deposit Company
are engaged iri commerce and their operations affect commerce within
the meaning of the National Labor Relations Act.
II. THE ORGANIZATION INVOLVED
Protective Service Employees ' Union of Chicago, Local 240, affili-
ated with Building Service Employees ' International Union , affiliated
with the American Federation of Labor, is a labor organization ad-
mitting to membership employees of the Bank and the Safe Deposit,
Company.
III. THE QUESTION CONCERNING REPRESENTATION
The Companies have refused to grant recognition to, the Union as
the exclusive bargaining representative of-the employees petitioned
for until the Union has been certified by'the Board in an appropriate
unit.
A statement of the Regional Director, introduced into evidence at
the hearing, indicates that the Union represents a substantial number
of employees in,the unit hereinafter found appropriate.5 \
We find that a question affecting commerce has arisen concerning
the representation of employees of the Company, within the meaning
of.Section 9 (c) and Section 2 (6) and (7) of the Act.
IV. THE APPROPRIATE UNIT
The Union seeks a single unit comprised of the day police, night
force, and deputies of.the Bank, together with-the, vault attendants of
the Safe Deposit Company, but excluding managers, chiefs, assist-
ant chiefs, supervisory and, clerical employees. The Companies con-
tend, as hereinbefore mentioned, that no unit is appropriate. How-
ever, they further contend that if the Board assumes jurisdiction, sep-
* 12 U. S. C. A, Section 371-C, 24. The Congressional Repos is indicate. that the sate
deposit business is considered an adjunct of banking ; see II. Rep. No^ 83, 69th Cong,
1st Sess, p. 4'
5 The Regional Director repotted that the Union submitted 22 application-for-membership
cards, all of which bole apparently genuine oiiginal signatures, that the names of 14
persons appearing on the cards were listed on the Bank's pay roll of April 30, 1943, which
contained the names of 35 employees in the appiopi late unit; and that the cards were dated
as follows : 13 between :Tuly and November 1942, and one undated
,Eight of the 22 cards submitted bore the names of persons employed by the Safe Deposit
Company. The names on the cards corresponded with the Safe Deposit Company's pay roll
of April 30, 1943, which contained the names of 8 employees in the appropriate unit The
cards were dated between June and September 1942
CITY' NATIONAL BANK AND TRUST COMPANsi-Y 521
crate units confined to the employees of each employer should be
established.
In support of their argument for separate units, the Bank and the
'Safe Deposit Company contend that they are separate and distinct
corporations whose operations are not interrelated. They point out
that the policies of the Safe Deposit Company are determined by its
-own board of directors which delegates authority to carry out such
policies to the manager of the Safe Deposit Company. They state,
that the Safe Deposit Company maintains its own bank account, books
and records, and that it makes it own report with respect to capital
stock and tax returns. They maintain that the employees of the
Bank and those of the Safe Deposit Company are not interchanged and
have separate lockers and washrooms. - -
The record shows that the day police, night force, and deputies
who are employed by the Bank are armed. The police guards and
deputies are under the immediate supervision of the chief of the
day police of the Bank, while the deputies are under the supervision
of the manager of the Mail and Messenger Division of the Bank.
The police guards are assigned to different posts from week to week
and their duties generally are to direct customers seeking informa-
tion and to guard the premises. Their hours of work are irregular.
The deputies area plain-clothes men who safeguard messengers going
to other banks and business houses. They work uniform hours. The
night watchmen protect the premises of the Bank at night, turn off
lights, watch for fires, and make rounds, punching clocks., Their
bouts of work are regular`.
The vault attendants, employed by the Safe Deposit Company,
have regular hours and are assigned to posts of duty within the area
of, the vaults. - - In^ addition to guarding the premises, they perform-
semi-clerical' tasks such as receiving and checking access slips from
safe deposit box lessees who request admission to the vaults, and
withdrawing and replacing the boxes for the lessees: Like the pro=
tection employees of the Bank, the vault attendants are armed or
have immediate access to arms.
To demonstrate the appropriateness of a single, unit, the Union
adduced the following facts:
The protection employees of both companies are eligible for union
membership. After the Safe Deposit Company closes at 4 p. m., a
night watchman of the Bank patrols the premises of the Safe Deposit
Company. This is done each day with the exception of Saturday
and Sunday when the regular vault attendants are on duty. 'All
categories of protection employees of both companies are paid
monthly salaries ranging from $135 to $180 a month. The same
type of pay check, on which there is no mention'of the Safe Deposit
Company, is used for the employees of both companies. The Bank
522' DIECISIONS OF NATI0FNAL LABOR REILATIONS BOARD
alleges that this is done merely as a matter of convenience to- the Safe
Deposit Company. Group insurance policies covering employees of
the Bank and the Safe Deposit Company are identical in form and
in each instance state that the particular individual is an employee
of the "City National Bank and Trust Company of Chicago." Al-
though the manager of the Safe Deposit Company hires personnel
for that - company, all persons to be employed must first file their
applications, with the personnel manager of the Bank. A vice presi-
dent of the Bank who is likewise treasurer of -the Safe Deposit Com-
pany testified that employees of the Safe Deposit Company are per-
mitted to obtain loans through an employees' loan fund. operated by
the Bank. In general, it was admitted that the employees of both
companies are treated alike.
For, all these reasons 'and since we have already found, in Sec-
tion I, supra, that the Companies constitute, in effect, - a single em-
ployer, we see no reason why more than one unit should be estab-
lishe`d.e ,
George A. Freibert: The Union contends that Freibert is the act-
ing 'assistant chief of the day police and should therefore be ex-
cluded from the unit. The Bank denies this. The former assistant,
chief had authority to assign starting times and posts of duty to
other members on the force. In the,absence of the chief, he assumed
full authority. According to the Bank Freibert does not have such
authority since, in the absence of the chief, the head of the main-
tenance) division of the Bank is in charge. However, Freibert trans-
mits orders of the chief to other members of the force and, some-
timespatrols a post of duty which- was formerly occupied by the
assistant chief. It is apparent that Freibert is regarded by -the
members of the force as the acting assistant chief. We shall there-,
fore exclude him-from the. unit.
" We find that all members of the day police, night force, and deputies
_employed by the Bank and the vault attendants employed by the Safe
Deposit Company, but excluding managers, chiefs, assistant chiefs,
supervisory and clerical employees, and George A. Freibert, constitute
a unit appropriate for the purposes -of collective bargaining.within
the meaning of Section 9 (b) of the Act. • .
V. THE DETERMINATION OF REPRESENTATIVES
We shall direct that the question concerning representation which
has arisen be resolved by an election by secret ballot among the em-
ployees in the appropriate unit who were employed during the pay-roll
period .immediately preceding the date of the Direction of Election
e See N. L. R B v. Lund, 103 F. (2d) 810(C C A. 8) ; Matter of Art Crayon Company;
Inc., and its affiliated company, -American Artists Color Works, Inc., 7 N. L. R. B. 102
Matter of Chrysler Detroit Company, and Chrysler Corporation , 38 N. L. R. B. 313.
CITY NATIONAL ,BANK KND TRUST COMPANY 523
herein, subject to the limitations and additions set forth in the
Direction.
DIRECTION OF ELECTION
By virtue of and pursuant to the power vested in the National Labor
Relations Board by Section 9 •(c) of the National Labor Relations Act;
and pursuant to Article III, Section 9, of National Labor Relations
Board Rules and Regulations-Series,2, as amended, it is hereby
DIRECTED that, as part of the investigation to ascertain representa-
tives'for the purposes of collective bargaining with City National Bank
and Trust Company of Chicago, and City National Safe Deposit Com-
pany, its wholly-owned subsidiary, Chicago, Illinois, an election,by
secret ballot shall be conducted as early as possible, but not'later than
thirty (30) days from the, date of this-Direction, under the direction
and supervision of the Regional Director for the Thirteenth Region,
acting in this matter as agent for the National Labor Relations Board,
and subject to Article III, Section 10, of, said Rules and Regulations,
among the employees in the unit found appropriate in Section IV,
above, who were employed during the pay-roll period imthediately
preceding the date of this Direction, including employees who did not
work during said pay-roll period because they were ill or on vacation
or temporarily laid off, and including employees in the armed forces
of the United States who present themselves in person at the polls, but
excluding those employees who have since quit or been discharged for
cause , to determine whether or not they desire to be represented by
Protective Service Employees' Union of Chicago, Local 240, affiliated
with Building Service Employees' International Union, affiliated with
the American Federation of Labor, for the purposes of collective
bargaining.