Walden Security, Inc.

National Labor Relations Board - Administrative Judge Opinions

Jul 7, 2017

14-CA-170110 (N.L.R.B. Jul. 7, 2017)

JD–63–17
Chattanooga, TN
UNITED STATES OF AMERICA
BEFORE THE NATIONAL LABOR RELATIONS BOARD
DIVISION OF JUDGES
WALDEN SECURITY, INC.
and Cases 14–CA–170110
18–CA–170129
UNITED GOVERNMENT SECURITY OFFICERS 16–CA–170337
OF AMERICA, INTERNATIONAL UNION 15–CA–176496
JOINTLY WITH ITS MEMBER LOCALS 85, 86,
109, 110, 111, 152, 161, 167, 173, 175, 220
Bradley A. Fink, Esq.,
for the General Counsel.
Fred B. Grubb, Esq.,
for the Respondent.
Jeffery Miller,
for the Charging Party.
DECISION
STATEMENT OF THE CASE
MELISSA M. OLIVERO, Administrative Law Judge. The parties herein waived a hearing
and submitted the case for a decision by way of a Joint Motion and Stipulation of Facts (SOF) on
September 26, 2016. The United Government Security Officers of America, International Union
jointly with its Member Locals 85, 86, 109, 110, 111, 152, 161, 167, 173, 175, 220 (UGSOA or
Union) filed unfair labor practice charges on February 22, 2016, in Cases 14–CA–170110, 16–
CA–170337, and 18–CA–170129, and on May 18, 2016, in Case 15–CA–176496. The cases
from NLRB Regions 15, 16, and 18 were transferred to Region 14 on May 19, 2016. (GC Exh.
1(i)-(n).) The General Counsel issued an order consolidating cases, consolidated complaint and
notice of hearing on July 26, 2016. (GC Exh. 1(o).) The consolidated complaint alleges that
Respondent violated Section 8(a)(5) and (1) of the National Labor Relations Act (Act) by
implementing changes to employees’ terms and conditions of employment without prior notice
to the Union or affording the Union an opportunity to bargain. Respondent has timely answered
the complaint and denied the allegations. (GC Exh. 1(q).)
JD–63–17
2
The parties agree that the issues to be decided are:
1. Whether Respondent was a “perfectly clear” successor under NLRB v. Burns Security
Services, 406 U.S. 272, 294–295 (1972), and Spruce Up Corp., 209 NLRB 194, 195 5
(1974), with an obligation to bargain with the UGSOA and its locals prior to setting
initial terms and conditions of employment that differed from those under the
predecessor, Akal, as alleged in complaint paragraph 17.1
2. Whether Respondent’s conduct with respect to the termination standard, as alleged in 10
complaint paragraph 17(A)(ii), constitutes a change in terms and conditions of
employment that would obligate Respondent to notify and bargain with the UGSOA and
its locals.2
(SOF, para. 6.) 15
On the entire stipulated record, including the briefs filed by the parties,3 I make the following
FINDINGS OF FACT
20
I. JURISDICTION
Respondent, a corporation, has been engaged providing security services at various locations
throughout the United States, including federal courthouses in the Fifth and Eighth Judicial
Circuits in the States of Missouri, Iowa, Arkansas, Louisiana, and Texas, from its headquarters in 25
Chattanooga, Tennessee. Respondent performs services valued in excess of $50,000 in states
other than the State of Tennessee. Respondent admits, and I find, that it is an employer engaged
in commerce within the meaning of Section 2(2), (6), and (7) of the Act and that the Union and
its locals are labor organizations within the meaning of Section 2(5) of the Act. (GC Exh. 1(o)
and (q).)30

1 The General Counsel has withdrawn paragraphs 17(A)(viii) and 17(A)(x) of the complaint. (SOF,
para. 5S.)
2 Respondent denies complaint paragraph 17(C) with respect to complaint paragraph 17(A)(ii),
asserting that Respondent’s actions did not constitute a change to terms and conditions of employment.
(SOF, para. 5T.) Respondent admits that it did not provide prior notice of this alleged change to the
collective-bargaining representatives of its employees or afford the representatives an opportunity to
bargain with respect to the conduct and the effects of the conduct. Id.
3 On November 4, 2016, Respondent filed a Motion to Strike Section II(B) of the Charging Party’s
Brief. The referenced section contains an argument that Executive Order 13495 created perfectly clear
successor status on the part of Respondent. The Joint Motion and Stipulation of Facts contain no mention
of whether, or how, this Executive Order might apply to Respondent. It would be improper for me to
consider facts outside of the record and, therefore, I have not considered Section II(B) of the Charging
Party’s brief.
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3
II. ALLEGED UNFAIR LABOR PRACTICES
A. Akal’s Employee Bargaining Units
5
Prior to December 1, 2015, Akal Security, Inc. (Akal), provided court security officer
services for federal courthouses in the Fifth and Eighth Judicial Circuits pursuant to a contract
with the United States Marshals Services (USMS). (GC Exh. 1(q), para. 3(a).) On December 1,
Respondent commenced providing court security services for federal courthouses in the Fifth and
Eight Judicial Circuits, and since then has continued providing the same court security officer 10
services as had been provided by Akal in basically unchanged form and has employed as a
majority of its employees individuals who were previously employees of Akal. (SOF, para. 5H.)
Respondent employs the following unit of employees working in the Western District of the
State of Texas (West Texas Unit):415
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit consisting of UGSOA Local 85, in the Western District of the 20
State of Texas in the cities of Austin, Del Rio, San Antonio, Alpine, and Waco,
excluding all other employees including office clerical employees and
professional employees as defined in the National Labor Relations Act.
Respondent employs the following unit of employees working in the Eastern District of the 25
State of Texas (East Texas Unit):
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent 30
in the 5th Circuit consisting of UGSOA Local 86, in the Eastern District of the
State of Texas in the cities of Beaumont, Lufkin, Marshall, Plano, Tyler,
Sherman, and Texarkana, excluding all other employees including office clerical
employees and professional employees as defined in the National Labor Relations
Act.35
Respondent employs the following unit of employees working in the Western District of the
State of Louisiana (West Louisiana Unit):
All full-time and shared position Federal Court Security Officers (CSOs), Federal 40
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit consisting of UGSOA Local 109, in the Western District of the
State of Louisiana in the cities of Alexandria, Shreveport, Monroe, Lake Charles,

4 The General Counsel alleges that this unit, and all of the other units listed herein, constitute units
appropriate for the purposes of collective bargaining within the meaning of Section 9(b) of the Act.
JD–63–17
4
and Lafayette, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.
Respondent employs the following unit of employees working in the Middle District of the
State of Louisiana (Middle Louisiana Unit):5
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit consisting of UGSOA Local 110, in the Middle District of the 10
State of Louisiana in the city of Baton Rouge, excluding all other employees
including office clerical employees and professional employees as defined in the
National Labor Relations Act.
Respondent employs the following unit of employees working in the Eastern District of the 15
State of Louisiana (East Louisiana Unit):
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent 20
in the 5th Circuit consisting of UGSOA Local 111, in the Eastern District of the
State of Louisiana in the city of New Orleans, excluding all other employees
including office clerical employees and professional employees as defined in the
National Labor Relations Act.
25
Respondent employs the following unit of employees working in the Southern District of the
State of Iowa (Southern Iowa Unit):
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs) 30
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 8th Circuit consisting of UGSOA Local 152, in the Southern District of the
State of Iowa, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.
35
Respondent employs the following unit of employees working in the Southern District of the
State of Iowa in Des Moines and Council Bluffs (Des Moines Unit):
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs) 40
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit5 (sic) consisting of UGSOA Local 161, in the Southern District
of the State of Iowa in the cities of Des Moines and Council Bluffs, excluding all

5 I take notice of the fact that the United States District Court, Southern District of Iowa, is part of the
Eighth Judicial Circuit. See http://www.ca8.uscourts.gov/iowa-courts.
JD–63–17
5
other employees including office clerical employees and professional employees
as defined in the National Labor Relations Act.
Respondent employs the following unit of employees working in the Western District of the
State of Arkansas (West Arkansas Unit):5
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 8th Circuit consisting of UGSOA Local 167, in the Western District of the 10
State of Arkansas in the following cities of Fort Smith, Fayetteville, El Dorado,
and Texarkana, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.
Respondent employs the following unit of employees working in the Northern District of the 15
State of Texas (North Texas Unit):
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent 20
in the 5th Circuit consisting of UGSOA Local 173, in the Northern District of the
State of Texas in the cities of Abilene, Amarillo, Dallas, Fort Worth, Lubbock,
San Angelo and Wichita Falls, excluding all other employees including office
clerical employees and professional employees as defined in the National Labor
Relations Act.25
Respondent employs the following unit of employees working in the Northern District of the
State of Iowa (North Iowa Unit):
All full-time and shared position Federal Court Security Officers (CSOs), Federal 30
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 8th Circuit consisting of UGSOA Local 175, in the Northern District of the
State of Iowa in the city of Sioux City, excluding all other employees including
office clerical employees and professional employees as defined in the National 35
Labor Relations Act.
Respondent employs the following unit of employees working in the Western District of the
State of Missouri (West Missouri Unit):
40
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 8th Circuit consisting of UGSOA Local 220, in the Western District of the
State of Missouri in the following cities of Kansas City, Springfield, and Jefferson 45
City, excluding all other employees including office clerical employees and
professional employees as defined in the National Labor Relations Act.
JD–63–17
6
From at least October 1, 2015 to about December 1, 2015, the UGSOA and Locals 85, 86, 109,
110, 111, 152, 161, 167, 173, 175, and 220 had been the exclusive collective-bargaining
representatives of the West Texas, East Texas, West Louisiana, Middle Louisiana, East Louisiana,
Southern Iowa, Des Moines, West Arkansas, North Texas, North Iowa, and West Missouri Units5
employed by Akal and, during that time, UGSOA and its locals had been recognized as such by
Akal. (GC Exh. 1(o), para. 6–16.) This recognition had been embodied in at least one collective-
bargaining agreement per unit, which was effective October 1, 2015 to about December 1, 2015.
During this time period, based on Section 9(a) of the Act, UGSOA and its locals had been the
exclusive collective-bargaining representatives of the units listed above when they were employed by 10
Akal.6 (SOF, para 5K, GC Exh. 1(o), paras. 6–16.)
In its answer, Respondent denies complaint paragraphs 6(A), 7(A), 8(A), 9(A), 10(A), 11(A),
12(A), 13(A), 14(A), 15(A), and 16(A) solely because each bargaining unit description includes the
job classifications of Federal Special Security Officers (SSOs) and Lead Federal Special Security 15
Officers (LSSOs). (SOF, para. 5L). Respondent does not employ SSOs or LSSOs at any of the
federal courthouses at issue in these cases. Id.
Respondent learned in the process of bidding the contract to provide court security services for
the federal courthouses in the Fifth and Eighth Judicial Circuits that the SSO and LSSO 20
classifications were not utilized at any of the courthouses at issue. Id. In fact, the SSO and LSSO
classifications are not used by the USMS at any of its locations. Id. These classifications are used by
other federal agencies who desire to have security services provided by a vendor to a particular
location. Id. Respondent admits that no other federal agency entered into an agreement with Akal
that would necessitate the use of SSOs and LSSOs for the previous 3 years, but does not, and would 25
not, know if there are any such plans for the future in the Fifth and Eighth Judicial Circuits. Id.
B. Provision of Court Security Services and Labor Relations Prior to December 1, 2015
As noted above, prior to December 1, 20157, Akal Security, Inc. (Akal), provided court 30
security officer services for federal courthouses in the Fifth and Eighth Judicial Circuits pursuant
to a contract with the United States Marshals Services (USMS). (GC Exh. 1(o) and (q), para.
3(A).)
Jeff Miller, Director, UGSOA International Union, is the chief bargaining representative for the 35
UGSOA International Union, as well as its member locals representing bargaining units which
provide CSO and LCSO services in other federal judicial circuits. (SOF, para. 5M.) Within the 2
years prior to September 15, with the most recent occasion being August 18, Miller had negotiated
collective-bargaining agreements with Respondent covering bargaining units in the Sixth Judicial

6 The unit descriptions, as set forth above and in paragraphs 6(A), 7(A), 8(A), 9(A), 10(A), 11(A),
12(A), 13(A), 14(A), 15(A), and 16(A) of the consolidated complaint, are the unit descriptions contained
in each of Akal’s corresponding collective-bargaining agreements described paragraphs 6(B), 7(B), 8(B),
9(B), 10(B), 11(B), 12(B), 13(B), 14(B), 15(B), and 16(B) of the complaint. (GC Exh. 1(o); SOF, para.
5K.)
7 All dates infra are in 2015, unless otherwise noted. I note that the General Counsel inadvertently
used dates in 2016 in at least two places in the Stipulation of Facts. (See SOF, paras. 5A and 5D.) From
reading the record, it is clear that the events at issue took place in 2015 and, therefore, I correct those
paragraphs to indicate that all events took place in 2015.
JD–63–17
7
Circuit. Id. Miller was aware that Respondent and the UGSOA tentatively agreed to remove the
SSO and LSSO classifications from unit descriptions in the Sixth Circuit because these
classifications were not utilized in any of the federal courthouses where those units were located. Id.
Miller learned that Respondent had been awarded the contract to provide court security 5
officer services in the Fifth and Eighth Judicial Circuits prior to September 15. (SOF, para. 5N.)
At the time Miller learned this, he assumed that Respondent would propose removing the SSO
and LSSO classifications from the unit descriptions in the Fifth and Eighth Circuits because
those classifications were not utilized at the federal courthouses in those circuits. Id.
10
Prior to December 1, employees employed by Akal in the bargaining units described in
Complaint paragraphs 6 through 16, and as set forth above, could defer a portion of their wages
into a 401(k) account. (SOF, para. 5O.) Prior to December 1, bargaining unit employees
employed by Akal had a contractual “just cause” standard for termination. (SOF, para. 5P.)
15
C. Transition from Akal to Respondent as Employer
Michael Walden serves as Respondent’s President, Amy Walden serves as Respondent’s
Chairman and Chief Executive Officer, Abi Browning serves as Respondent’s Director of
Human Resources, and Dana Smith serves as Respondent’s Human Resources Administrator. 20
Respondent admits, and I find, that M. Walden, A. Walden, Brown, and Smith are agents of
Respondent within the meaning of Section 2(13) of the Act.
Between September 15 and October 8, Respondent distributed a transition letter to Akal’s
employees stating:25
Greetings from Walden Security!
It is our honor and privilege to inform you that Walden Security has been chosen
by the United States Marshals Service (USMS) to administer the court security 30
officer services contract for your judicial circuit beginning December 1, 2015.
We are extremely pleased and humbled by this opportunity to support the United
States Judiciary and look forward to a long and productive relationship.
We understand that successful support of the USMS begins and ends with you, 35
the court security officer (CSO) workforce. To that end, we pledge our support to
each of our new security officers.
It is our belief that you will come to realize very quickly that you have joined the
premier security services provider in the industry and that we are committed to 40
providing exceptional service to our clients. Everything we do is based on our
philosophy of “Setting the Standard by Setting the Example.”
As we progress through the transition of the court security officer contract in your
circuit, we ask for your patience and assistance in meeting all of the associated 45
administrative requirements. It is our intent for the administrative management
and support of the CSO workforce to be seamless and remain constant.
JD–63–17
8
We will be providing you much more information about Walden Security in the
weeks ahead, to include orientation materials, benefit package details,
information, policies, etc. We look to a long and lasting professional relationship.
5
On behalf of everyone at Walden Security, we would like to welcome you to our
company.
(J. Exh. 1; SOF paras. 5A-C.) This letter was signed by M. Walden and A. Walden.
10
Respondent further distributed a series of notices for town hall meetings (town hall notices)
to Akal employees in the Fifth and Eighth Circuits between September 15 and October 8, 2015.
(J. Exh., 2(a)-(aa).) Other than the locations and dates of the various town hall meetings, these
notices were nearly identical, and stated:
15
Join Our Team!
CSO TOWN HALL MEETING
Attention All CSOs in the [name of city] area
Date/Time [Dates and times]20
Location [Location]
In the town hall session, you will meet the Walden Security team, learn about our
company, training, and benefits, complete an employment application, ask
questions, and more.25
WHAT TO BRING:
Valid Driver’s License or Passport Copy of your DD214/Copy 4 (if
and a copy applicable)
Social Security Card or Birth Copy of your POST certification30
Certificate and a copy from the Law Enforcement
Copy of your High School Diploma Academy
or College Certificate Copy of primary group health
insurance card (front and back)
35
For more information, please contact your LCSO or District Supervisor.
(J. Exh. 2(a)-(aa); SOF para. 5D.) More than half of the town hall notices also instructed
employees to bring a copy of a voided check for direct deposit. (J. Exh. 2(k), 2(l), 2(m), 2(n),
2(o), 2(p), 2(q), 2(r), 2(s), 2(t), 2(u), 2(v), 2(w), 2(x), 2(y), 2(z), 2(aa).) The town hall meetings 40
were scheduled over a month-long period, starting in El Paso, Texas, on September 19 and
ending on October 18 in Austin, Texas. (J. Exh. 2(a)-(aa).)
The transition letter was distributed to employees in both the Des Moines Unit and West
Arkansas Unit before the town hall notices were distributed to those employees. (SOF, para. 5E.) 45
The record does not state whether employees in the remaining bargaining units received the
transition letters or town hall notices first. Apart from the transition letter and town hall notices,
JD–63–17
9
Respondent did not communicate with any of Akal’s employees in the Fifth and Eighth Judicial
Circuits about terms and conditions of employment until after distributing these documents.
(SOF, para. 5F.)
D. Events Occurring on or after December 1, 20155
On December 1, Respondent commenced providing court security services for federal
courthouses in the Fifth and Eight Judicial Circuits, and since then has continued providing the
same court security officer services as had been provided by Akal in basically unchanged form
and has employed as a majority of its employees individuals who were previously employees of 10
Akal. (SOF, para. 5H.) Respondent hired 381 of Akal’s 406 employees in the Fifth and Eighth
Judicial Circuits. (SOF, para. 5G.) Furthermore, Respondent, in its answer, admitted that it has
continued the employing entity and is a successor to Akal. (SOF, para. 5I.)
Upon commencing operations on December 1, Respondent admits it changed various terms 15
and conditions of employment without first notifying or bargaining with the Union. (SOF, paras.
5T and 5U.) These changes included: ceasing to pay employees the costs of obtaining follow-up
medical examinations; ceasing to pay employees for time spent obtaining follow-up medical
examinations; refusing to process grievances; ceasing to pay lead court security officers at the
lead court security officer rate when they are not performing lead court security officer duties; 20
and ceasing to offer major medical insurance coverage. (GC Exhs. 1(o) and 1(q).)
Bargaining unit employees were enrolled in Respondent’s 401k program on December 1, the
date Respondent began operations. (SOF, para. 5O.) However, this new program had a 90-day
administrative waiting period before bargaining unit employees could defer any portion of their 25
wages into their 401k accounts. Id.
Respondent’s Policies and Procedures for Court Security Officers in the Fifth and Eighth
Judicial Circuits (policy manual) are contained in the record as Joint Exhibit 3. (SOF, para. 5Q.)
The policy manual was implemented on December 1. Id. The policy manual contains the 30
following provisions, pertinent here:
Section 1.3 STATUS OF AT-WILL EMPLOYMENT
a. This Policies and Procedures document is intended to provide you with 35
general information regarding Walden Security’s policies and benefits to assist
you during your employment and should not be construed as a contract. Unless
you are covered by a collective bargaining agreement, you are an at-will
employee of Walden Security, meaning that you are not guaranteed employment
with Walden Security of any specific duration and that you or Walden Security 40
can terminate your employment at any time, for any reason, with or without cause
or notice.
. . .
b. A collective bargaining agreement or the provisions of a government
contract take precedence over any conflicting [] applicable provisions of this 45
Policies and Procedures document and this policy of at-will employment
contained herein. No provision in this Policies and Procedures document or in
JD–63–17
10
any document or statement and nothing implied from any course of conduct shall
limit the Company’s or an at-will employee’s right to terminate employment at-
will or restrict any employee’s Section 7 rights under the National Labor
Relations Act.
5
(Emphasis in original) (J. Exh. 3, p. 8.)
E. Positions of the Parties
The General Counsel and Charging Party take the position that Respondent made clear 10
statements in the transition letter manifesting an intent to retain all the incumbent employees and,
therefore, became a perfectly clear successor when the transition letter was distributed.
Accordingly, Respondent violated Section 8(a)(5) and (1) when it unilaterally changed the terms
and conditions of employment upon its commencement of operations on December 1. The
General Counsel and Charging Party further take the position that the change of the termination 15
standard from “just cause” to “at-will” was a mandatory subject of bargaining and constituted an
unlawful unilateral change, violative of Section 8(a)(5) and (1) of the Act. (SOF, para. 7.)
Respondent maintains that it was not a perfectly clear successor and was, therefore, free to
establish its own terms and conditions of employment without notifying the Charging Party or 20
affording it the opportunity to bargain. Respondent further takes the position that the transition
letter in no way manifested an intent to retain all of the predecessor’s employees. Even if the
transition letter should be found to manifest such an intent, and consistent with Spruce Up and
its progeny, Respondent maintains it has avoided perfectly clear successor status by
communicating an intent to change important terms and conditions of employment both 25
simultaneously with and prior to distribution of the transition letter. Respondent also asserts that
the termination standard for bargaining unit employees remained as “just cause” upon its
commencement of operations on December 1. (SOF, para. 8.)
DISCUSSION AND ANALYSIS30
A. Legal Standards Regarding Successorship
In NLRB v. Burns Security Services, 406 U.S. 272, 281–295 (1972), the Supreme Court held
that a successor employer is not bound by the substantive terms of a collective-bargaining 35
agreement negotiated by the predecessor and is generally free to unilaterally set initial terms and
conditions of employment. Creative Vision Resources, LLC, 364 NLRB No. 91, slip op. at 2
(2016). The Court explained that the duty to bargain will not normally arise before the successor
sets initial terms because it is not usually evident whether the union will retain majority status in
the new work force until after the successor has hired a full complement of employees. Id. The 40
Court recognized, however, that “there will be instances in which it is perfectly clear that the
new employer plans to retain all of the employees in the unit and in which it will be appropriate
to have him initially consult with the employees’ bargaining representative before it fixes terms.”
Id.
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In Spruce Up Corp., 209 NLRB 194, 195 (1974), enfd. per curiam 529 F.2d 516 (4th Cir.
1975), the Board addressed the “perfectly clear” exception, and found it was “restricted to
circumstances in which the new employer has either actively or, by tacit inference, misled
employees into believing they would all be retained without change in their wages, hours, or 5
conditions of employment, or at least to circumstances where the new employer . . . has failed to
clearly announce its intent to establish a new set of conditions prior to inviting former employees
to accept employment.” Creative Vision Resources, LLC, 364 NLRB No. 91, slip op. at 3.
Acknowledging that “the precise meaning and application of the Court's caveat is not easy to
discern,” the Board reasoned that “[w]hen an employer who has not yet commenced operations 10
announces new terms prior to or simultaneously with his invitation to the previous work force to
accept employment under those terms, we do not think it can fairly be said that the new employer
‘plans to retain all of the employees in the unit,’ as that phrase was intended by the Supreme
Court,” because of the possibility that many of the employees will reject employment under the
new terms, and therefore the union's majority status will not continue in the new work force. Id.15
In cases subsequent to Spruce Up, the Board clarified that the perfectly clear exception is not
limited to situations where the successor fails to announce initial employment terms before it
formally invites the predecessor’s employees to accept employment. Rather, a new employer
has an obligation to bargain over initial terms when it displays an intent to employ the 20
predecessor’s employees without making it clear that their employment will be on different
terms from those in place with the predecessor. Creative Vision Resources, LLC, supra, citing
Canteen Co., 317 NLRB 1052, 1053–1054 (1995), enfd. 103 F.3d 1355 (7th Cir. 1997). Thus, in
applying the “perfectly clear” exception of Burns, the Board scrutinizes not only the successor’s
plans regarding the retention of the predecessor’s employees, but also the timing and clarity of 25
the successor’s expressed intentions concerning existing terms and conditions of employment.
Creative Vision Resources, LLC, at 7. Stated another way, to avoid “perfectly clear” successor
status, a new employer must clearly announce its intent to establish a new set of conditions prior
to, or simultaneous with, its expression of intent to retain the predecessor’s employees. Nexeo
Solutions, LLC, 364 NLRB No. 44, slip op at 6 (2016). Thus, a new employer that expresses a 30
desire to retail the predecessor’s work force without concurrently revealing to a majority of the
incumbent employees that different terms will be instituted, improperly benefits from the
likelihood that those employees, lacking knowledge that terms and conditions will change, will
choose to stay in the positions they held with the predecessor, rather than seek employment
elsewhere. Creative Vision Resources, LLC, at 6. 35
B. Respondent is a Perfectly Clear Successor to Akal
In this case, the evidence establishes that Respondent is a perfectly clear successor to Akal.
Respondent’s transition letter to Akal’s employees referred to them as “our new security 40
officers.” The letter went on to state that “you have joined the premier security services provider
in the industry.” The letter further stated, “As we progress through the transition of the court
security officer contract in your circuit, we ask for your patience and assistance in meeting all of
the associated administrative requirements.” The letter references Respondent’s desire that
JD–63–17
12
administrative management of the work force remain seamless and constant. Respondent
indicated it would be providing Akal employees with information about Respondent and its
policies and benefits. Finally, the transition letter indicated, “we would like to welcome you to
our company.” In summary, I find that Respondent’s transition letter overwhelmingly indicated
that Respondent would be retaining Akal’s work force.5
Moreover, the town hall meeting notices did not dispel Respondent’s stated intent to retain
Akal’s employees. These notices stated that at the town hall meetings, employees would meet
Respondent’s team, learn about the company, training and benefits, complete an employment
application, and ask questions. Nothing in the notice indicates that completing an application is 10
more than a mere formality. No reference is made to job interviews or that all employees would
not be accepted. Instead, the town hall notices invites Akal’s employees to “Join Our Team.”
Thus, I find that Respondent’s town hall notices also manifested its intent to retain Akal’s
employees.
15
I find this case analogous to Creative Vision Resources, LLC, 364 NLRB No. 91 (2016). In
that case, the new employer distributed applications to the predecessor’s employees and told
them that those who wished to retain their jobs after the transition were required to complete an
application and tax form; the employer did not interview the employees. Id. at 2. The Board
noted that allowing a new employer to mollify a majority of the predecessor’s employer into not 20
seeking other work by avoiding telling them about changes in their terms of employment would
be at odds with the Supreme Court’s decision in Burns and the Board’s decision in Spruce Up.
Id. at 6, citing S & F Market Street Health Care, 570 F.3d 354, 359 (D.C. Cir. 2009) (holding
that the perfectly clear exception is intended to prevent an employer from inducing possibly
adverse reliance upon the part of employees lulled into not looking for other work). Thus, the 25
Board found that a new employer that expresses an intent to retain the predecessor’s work force
without concurrently revealing that different terms will be instituted, improperly benefits from
the likelihood that those employees, lacking knowledge that terms and conditions will change,
will choose to stay in the positions they held with the predecessor, rather than seek employment
elsewhere. Id. at 6. In this case, no reference was made by Respondent to making specific 30
changes to Akal’s terms and conditions of employment. Instead, Respondent referred to
seamless management, administrative requirements, and continued employment. Therefore, I
find, as in Creative Vision Resources, LLC, that Respondent is a perfectly clear successor to
Akal.
35
I further find this case analogous to Nexeo Solutions, LLC, 364 NLRB No. 44 (2016). In that
case, the employees of the predecessor were referred to as “founding employees” of the new
company and were told that the employer was excited they would be moving on with them. Id.
at 3. The employees of the predecessor were not interviewed or tested. Id. at 4. Employees were
informed that they would, after the employer stated a desire to hire them, later receive letters 40
containing details of the new employer’s pay and benefit plans. Id. The Board stated that when a
successor expresses a willingness to hire its predecessor’s employees without mentioning
changes in terms and conditions of employment, the employees place significant reliance on that
statement and may forego other employment opportunities. Id. at 8, citing Machinists v. NLRB,
595 F.2d 664, 674–675 (D.C. Cir. 1978). The Board found that by not specifically mentioning it 45
intended to make changes to employees’ terms and conditions of employment when it
manifested an intent to retain the employees, the employer was a perfectly clear successor and
JD–63–17
13
was obligated to bargain with the employees’ representative before setting initial terms and
conditions of employment. Id. at 9. Similarly, in the instant case, Respondent demonstrated a
desire to hire Akal’s employees first in its transition letter and later in its town hall notices.
However, Respondent did not mention any specific changes to employee terms and conditions of
employment in these documents. By failing to do so, Respondent became obligated to bargain 5
with the Union before setting initial terms and conditions of employment.
The case of Adams & Associates, Inc., 363 NLRB No. 193 (2016), cited by the General
Counsel, is also instructive. In an initial meeting with employees, the employer advised them
that it looked forward to a smooth transition, told them they were doing a good job, told them it10
didn’t want to rock the boat, and invited employees to apply for jobs. Id. at 2. The Board noted
that the relevant inquiry regarding perfectly clear successor status is whether the successor
planned to retain a sufficient number of the predecessor employees to make it evident that the
Union’s majority status would continue in the new work force. Id. At 4. The Board further stated
that the bargaining obligation attaches when a successor expresses an intent to retain the 15
predecessor’s employees without making it clear that employment will be conditioned on
acceptance of new terms. Id. at 4, citing Canteen Co., 317 NLRB 1052, 1053–1054 (1995) enfd.
103 F.3d 1355 (7th Cir. 1997). Ultimately, the Board concluded that the employer became a
perfectly clear successor at the time of the meeting with employees when it did not announce an
intent to change employees’ terms and conditions of employment. Id. at 5. Similarly, in the 20
instant case, Respondent’s transition letter indicated its intent to retain Akal’s employees.
Respondent did, in fact, retain a majority of those employees. Respondent’s transition letter
welcomed employees to the company, asked for their patience in completing administrative
requirements, stated that administrative management would remain seamless and constant, and
indicated it would tell employees more in the future. The town hall meeting notices did nothing 25
to dispel the indication that employees would be retained. Neither document mentioned any
specific changes to the terms and conditions of employment enjoyed by employees under Akal.
Thus, Respondent became a perfectly clear successor at the time it distributed the transition
letters.
30
I find the cases cited by Respondent in its brief distinguishable from the instant case. For
example, Respondent cites Data Monitor Systems, Inc., 364 NLRB No. 4 (2016), where the
Board found that the new employer was not a perfectly clear successor. In that case, the
employer distributed employment applications to the predecessor’s employees. Id. at 4.
However, unlike the instant case, the employer in Data Monitor required employees to complete 35
a job interview, which the Board found created a situation that was not the equivalent of an
invitation to accept employment. Id. Here, however, Respondent made no reference to job
interviews and indicated that employees were joining the company and that it looked forward to
seamless and constant management. Therefore, I find this case distinguishable from Data
Monitor. 40
I further find Paragon Systems, 364 NLRB No. 75 (2016) distinguishable from the instant
case. In that case, the Board found that a new employer was not a successor because it did not
display an intent to retain the prior employer’s employees. Id. at 4. The Board noted that a
memo provided by the new employer stating that it was “currently accepting applications” and 45
that all candidates must complete all parts of the application process in order to be considered for
employment, did not demonstrate an intent to hire the prior employer’s employees. Id. The new
JD–63–17
14
employer also required candidates to provide documentation such as driver’s licenses, birth
certificates, and transcripts. Id. at 1. Although Respondent here asked employees to provide
documents in its town hall notices, it did not mention that completing all parts of an application
process was necessary for continued employment. Instead the notices invite employees to “Join
Our Team” and learn more about the company. This language does not make clear that 5
employees would be competing for jobs or might not be hired. As such, I find the circumstances
of this case distinguishable from those in Paragon Systems.
Moreover, I reject Respondent’s argument that, because Miller assumed Respondent would
propose removing the SSO and LSSO classifications from the bargaining unit, the Union was 10
aware that Respondent intended to alter the terms and conditions of employment for Akal’s
employees. This argument fails because Respondent never announced such an intent to either
the unit employees or the Union. Miller’s assumptions do not equate to an announcement that
Respondent sought to somehow change the description of the bargaining units at issue here.
Avoiding perfectly clear successor status requires an employer to clearly announce its intent to 15
alter terms and conditions before offering employment to the predecessor’s employees. Starco
Farmers Market, 237 NLRB 373, 373 (1978). Respondent made no such announcement and, as
found above, cloaked itself with perfectly clear successor status at the time it sent the transition
letters to unit employees. Thus, I reject Respondent’s argument that, because the Union assumed
Respondent would seek to remove the SSO and LSSO classifications from the bargaining unit 20
descriptions at issue, Respondent could avoid perfectly clear successor status.
In sum, Respondent’s transition letter demonstrated a clear desire to retain all or a majority of
Akal’s employees by referring to them as “our new security officers,” and stating “you have
joined the premier security services provider in the industry,” asking for patience during the 25
administrative process, and announcing a desire for seamless and constant management during
the transition. Respondent did nothing in the town hall notices to dissipate the notion that the
predecessor employees were being retained. The record establishes that Respondent did, in fact,
retain a majority of Akal’s employees. Respondent never announced that continued employment
was dependent upon acceptance of new terms and conditions of employment. Moreover, 30
Respondent did not announce any specific changes to employees’ terms and conditions of
employment concurrently with distribution of the transition letters or town hall notices. As such,
I find that Respondent became a perfectly clear successor to Akal when it distributed the
transition letter to Akal’s employees.
35
C. The Bargaining Units are Appropriate
In its answer, denied the complaint paragraphs containing the bargaining units at paragraphs
6(A), 7(A), 8(A), 9(A), 10(A), 11(A), 12(A), 13(A), 14(A), 15(A), and 16(A). (GC Exh. 1(q).)
Respondent did so because the descried units contain references to SSO and LSSO positions and 40
these positions are not used in any of the courthouses at issue. (SOF, para. 5L.) In fact, SSOs
and LSSOs are not used by the USMS at any of its locations. Id. Respondent was aware, at the
time that it bid the contracts for court security services in the Fifth and Eighth Circuits, that the
SSO and LSSO classifications were not used at any of the courthouses at issue. Id.
JD–63–17
15
Critical to a successorship finding is whether the bargaining unit of the predecessor employer
remains appropriate for the successor employer. Paramus Ford, Inc., 351 NLRB 1019, 1023
(2007). In Paramus Ford, the employer challenged the appropriateness of a historical unit of
service and parts department employees. Id. As in Paramus Ford, the Union here has 5
represented the units of Akal’s employees as set forth in the complaint. Under extant Board law,
the unit sought by the Union and alleged in the complaint need not be the only or even the most
appropriate unit; all that is required is that the unit be an appropriate unit. (Emphasis in original.)
Id. citing Bartlett Collins Co., 334 NLRB 484 (2001); Gregory Chevrolet, Inc., 258 NLRB 233,
238 (1981).10
Regarding the appropriateness of historical units, the Board’s longstanding policy is that a
“mere change in ownership should not uproot bargaining units that have enjoyed a history of
collective bargaining unless the units no longer conform reasonably well to other standards of
appropriateness.” 351 NLRB at 1024. The party challenging a historical unit bears the burden of 15
showing that the unit is no longer appropriate. Id. The evidentiary burden for such a showing is
heavy. Id. “Compelling circumstances” are required to overcome the significance of bargaining
history. Id. citing Cadillac Asphalt Paving Co., 349 NLRB 6, 9 (2007).
In this case, Respondent has not shown any compelling circumstances to overcome the 20
appropriateness of the historical bargaining unit set forth in the collective-bargaining agreements
between Akal and the Union. Merely stating that no employees occupy the SSO and LSSO
positions at this time does not overcome Respondent’s heavy burden. Without any evidence to
the contrary, I find that the historical unit set forth in the collective-bargaining agreement
remains appropriate. As such, I find that all of the bargaining units as set forth above constitute 25
units appropriate for the purposes of collective bargaining within the meaning of Section 9(b) of
the Act.
D. Respondent Violated the Act with Respect by Implementing New Terms and Conditions of
Employment on December 1 (Complaint Paragraphs 17(A)(i), (iii), (iv), (v), (vi), (vii), and (ix))30
Upon beginning operations on December 1, Respondent admits it changed various terms and
conditions of employment for unit employees without first notifying or bargaining with the
Union. (SOF, paras. 5T and 5U.) These changes included: ceasing to pay employees the costs of
obtaining follow-up medical examinations; ceasing to pay employees for time spent obtaining 35
follow-up medical examinations; refusing to process grievances; ceasing to pay lead court
security officers at the lead court security officer rate when they are not performing lead court
security officer duties; and ceasing to offer major medical insurance coverage. (GC Exhs. 1(o)
and 1(q).) Furthermore, bargaining unit employees were enrolled in Respondent’s new 401(k)
program, into which employees were enrolled on December 1, had a 90-day administrative 40
waiting period. (SOF, para. 5O.)
An employer violates Section 8(a)(5) and (1) of the Act when, as a perfectly clear successor
to a predecessor, fails to bargain with the Union to agreement or impasse prior to changing
existing terms and conditions of employment for unit employees. Nexeo Solutions, LLC, 364 45
NLRB No. 44 slip op. at 17. All of the above-listed changes were implemented by Respondent
after October 8, the latest date on which it distributed transition letters and became a perfectly
JD–63–17
16
clear successor to Akal. As Respondent admits that it implemented these changes without first
notifying the Union or affording it an opportunity to bargain, I find that Respondent violated
Section 8(a)(5) and (1) of the Act.
E. Respondent did not Violate the Act with Respect to the Termination Standard (Complaint 5
Paragraph 17(A)(ii))
Respondent’s policy manual was implemented on December 1. (SOF, para. 5Q.) The policy
manual contains the following provision:
10
Section 1.3 STATUS OF AT-WILL EMPLOYMENT
a. This Policies and Procedures document is intended to provide you with
general information regarding Walden Security’s policies and benefits to assist
you during your employment and should not be construed as a contract. Unless 15
you are covered by a collective bargaining agreement, you are an at-will
employee of Walden Security, meaning that you are not guaranteed employment
with Walden Security of any specific duration and that you or Walden Security
can terminate your employment at any time, for any reason, with or without cause
or notice. 20
. . .
b. A collective bargaining agreement or the provisions of a government
contract take precedence over any conflicting [] applicable provisions of this
Policies and Procedures document and this policy of at-will employment
contained herein. No provision in this Policies and Procedures document or in 25
any document or statement and nothing implied from any course of conduct shall
limit the Company’s or an at-will employee’s right to terminate employment at-
will or restrict any employee’s Section 7 rights under the National Labor
Relations Act.
30
(Emphasis in original in heading; emphasis supplied in subparagraph a) (J. Exh. 3, p. 8.) Thus,
Respondent specifically announced that its at-will employment policy did not apply to
employees covered by a collective-bargaining agreement.
Respondent’s policy, by its own terms, did not apply to employees covered by a collective-35
bargaining agreement. I have already found that Respondent was a perfectly clear successor to
Akal and was, therefore, obligated to bargain with the Union before unilaterally changing unit
employees’ terms and conditions of employment. Generally, an employer is not required to
bargain with a union regarding terms and conditions of employment of non-unit employees, even
if those terms and conditions tangentially affect unit employees. Torrington Co., 305 NLRB 938, 40
941 (1991). See also KIRO, Inc., 317 NLRB 1325, 1337 (1995) citing Allied Chemical Workers
v. Pittsburgh Plate Glass Co., 404 U.S. 157, 171–178, 92 S.Ct. 383, 393–397, 30 L.Ed.2d 341
(1971) (collective-bargaining obligation under Section 8(d) extends only to “terms and
conditions of employment” of employees in appropriate bargaining unit). I am mindful of the
JD–63–17
17
fact that these cases did not arise in a successorship setting. However, the General Counsel and
Charging Party fail to advance a persuasive reason, or case law in support of their argument, as
to why Respondent’s policy that applies to only non-bargaining unit employees constituted a
change in terms and conditions of employment for bargaining unit employees. As such, I
recommend dismissal of Complaint paragraph 17(A)(ii).5
CONCLUSIONS OF LAW
1. Respondent is an employer engaged in commerce within the meaning of Section 2(2),
(6), and (7) of the Act.10
2. United Government Security Officers of America, International Union jointly with its
Member Local 85, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within 15
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent 20
in the 5th Circuit consisting of UGSOA Local 85, in the Western District of the
State of Texas in the cities of Austin, Del Rio, San Antonio, Alpine, and Waco,
excluding all other employees including office clerical employees and
professional employees as defined in the National Labor Relations Act.
25
3. United Government Security Officers of America, International Union jointly with its
Member Local 86, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within
the meaning of Section 9(b) of the Act:30
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit consisting of UGSOA Local 86, in the Eastern District of the 35
State of Texas in the cities of Beaumont, Lufkin, Marshall, Plano, Tyler,
Sherman, and Texarkana, excluding all other employees including office clerical
employees and professional employees as defined in the National Labor Relations
Act.
40
4. United Government Security Officers of America, International Union jointly with its
Member Local 109, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within
the meaning of Section 9(b) of the Act:45
JD–63–17
18
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit consisting of UGSOA Local 109, in the Western District of the
State of Louisiana in the cities of Alexandria, Shreveport, Monroe, Lake Charles, 5
and Lafayette, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.
5. United Government Security Officers of America, International Union jointly with its
Member Local 110, is a labor organization within the meaning of Section 2(5) of the Act 10
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal 15
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit consisting of UGSOA Local 110, in the Middle District of the
State of Louisiana in the city of Baton Rouge, excluding all other employees
including office clerical employees and professional employees as defined in the 20
National Labor Relations Act.
6. United Government Security Officers of America, International Union jointly with its
Member Local 111, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the 25
following employees who constitute a unit appropriate for collective bargaining within
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs) 30
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 5th Circuit consisting of UGSOA Local 111, in the Eastern District of the
State of Louisiana in the city of New Orleans, excluding all other employees
including office clerical employees and professional employees as defined in the
National Labor Relations Act.35
7. United Government Security Officers of America, International Union jointly with its
Member Local 152, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within 40
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent 45
in the 8th Circuit consisting of UGSOA Local 152, in the Southern District of the
JD–63–17
19
State of Iowa, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.
8. United Government Security Officers of America, International Union jointly with its
Member Local 161, is a labor organization within the meaning of Section 2(5) of the Act 5
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal 10
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 8th Circuit consisting of UGSOA Local 161, in the Southern District of the
State of Iowa in the cities of Des Moines and Council Bluffs, excluding all other
employees including office clerical employees and professional employees as 15
defined in the National Labor Relations Act.
9. United Government Security Officers of America, International Union jointly with its
Member Local 167, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the 20
following employees who constitute a unit appropriate for collective bargaining within
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs) 25
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 8th Circuit consisting of UGSOA Local 167, in the Western District of the
State of Arkansas in the following cities of Fort Smith, Fayetteville, El Dorado,
and Texarkana, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.30
10. United Government Security Officers of America, International Union jointly with its
Member Local 173, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within 35
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent 40
in the 5th Circuit consisting of UGSOA Local 173, in the Northern District of the
State of Texas in the cities of Abilene, Amarillo, Dallas, Fort Worth, Lubbock,
San Angelo and Wichita Falls, excluding all other employees including office
clerical employees and professional employees as defined in the National Labor
Relations Act.45
JD–63–17
20
11. United Government Security Officers of America, International Union jointly with its
Member Local 175, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within 5
the meaning of Section 9(b) of the Act:
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent 10
in the 8th Circuit consisting of UGSOA Local 175, in the Northern District of the
State of Iowa in the city of Sioux City, excluding all other employees including
office clerical employees and professional employees as defined in the National
Labor Relations Act.
15
12. United Government Security Officers of America, International Union jointly with its
Member Local 220, is a labor organization within the meaning of Section 2(5) of the Act
and the exclusive representative, within the meaning of Section 9(a) of the Act, of the
following employees who constitute a unit appropriate for collective bargaining within
the meaning of Section 9(b) of the Act:20
All full-time and shared position Federal Court Security Officers (CSOs), Federal
Special Security Officers (SSOs), Lead Federal Court Security Officers (LCSOs)
and Lead Federal Special Security Officers (LSSOs) employed by the Respondent
in the 8th Circuit consisting of UGSOA Local 220, in the Western District of the 25
State of Missouri in the following cities of Kansas City, Springfield, and Jefferson
City, excluding all other employees including office clerical employees and
professional employees as defined in the National Labor Relations Act.
13. Between September 5 and October 8, 2015, and continuing to date, Respondent has failed 30
and refused to recognize United Government Security Officers of America, International
Union, jointly with its Member Locals 85, 86, 109, 110, 111, 152, 161, 167, 173, 175,
220 (Union), as the exclusive representative of its employees in the appropriate units
described in paragraphs 2 through 12, above, and thereby has violated and is violating
Section 8(a)(5) and (1) of the Act.35
14. On about December 1, 2015, Respondent violated Section 8(a)(5) and (1) of the Act by
implementing the following changes to its employees’ terms and conditions of
employment without first notifying the Union or providing the Union an opportunity to
bargain: temporarily suspending the 401(k) program; ceasing to pay the costs of 40
obtaining follow-up medical examinations; ceasing to pay employees for time spent
obtaining follow-up medical examinations; refusing to process grievances; ceasing to pay
lead court security officers at the lead court security officer pay rate when they are not
performing lead court security officer duties; and ceasing to offer major medical
insurance coverage.45
JD–63–17
21
15. The Respondent did not violate the Act in any other manner alleged in the complaint.
16. Respondent’s above-described unlawful conduct affects commerce within the meaning of
Section 2(6) and (7) of the Act.5
REMEDY
Having found that the Respondent has engaged in certain unfair labor practices, I shall order
it to cease and desist therefrom and to take certain affirmative action designed to effectuate the 10
policies of the Act. I recommend that the Board order the Respondent to recognize and bargain
with the Union without further delay and, additionally, to post the Notice to Employees attached
to this decision as an Appendix.
Having found that Respondent is a perfectly clear successor to Akal, it shall, on request of 15
the Union, to retroactively restore the terms and conditions of employment established by its
predecessor and rescind the unilateral changes it has made. Respondent shall also make
employees whole for any loss of wages or other benefits they suffered as a result of
Respondent’s unilateral changes in the manner set forth in Ogle Protective Service, Inc.,183
NLRB 682 (1970), enfd. 444 F.2d 502 (6th Cir. 1971), with interest as prescribed in New 20
Horizons, 283 NLRB 1173 (1987), compounded daily as prescribed in Kentucky River Medical
Center, 356 NLRB 6 (2010).
In addition, Respondent shall remit any payments it owes to employee benefit funds,
including any additional amounts due the funds on behalf of the unit employees in accordance 25
with Merryweather Optical Co., 240 NLRB 1213 (1979). Further, Respondent shall reimburse
unit employees for any expenses ensuing from its failure to make any required contributions, as
set forth in Kraft Plumbing & Heating, Inc., 252 NLRB 891 fn. 2 (1980), enfd. mem. 661 F.2d
940 (9th Cir. 1981), such amounts to be compounded in the manner set forth in Ogle Protection
Service, supra, with interest as prescribed in New Horizons, supra, compounded daily as 30
prescribed in Kentucky River Medical Center, supra.
Finally, Respondent shall compensate affected employees for the adverse tax consequences,
if any, of receiving lump-sum backpay awards, and file with the Regional Director for Region
14, within 21 days of the date the amount of backpay is fixed, either by agreement or Board 35
order, a report allocating the backpay awards to the appropriate calendar years for each
employee. AdvoServ of New Jersey, Inc., 363 NLRB No. 143 (2016).
On these findings of fact and conclusions of law and on the entire record, I issue the
following recommended840

8 If no exceptions are filed as provided by Sec. 102.46 of the Board’s Rules and Regulations, the
findings, conclusions, and recommended Order shall, as provided in Sec. 102.48 of the Rules, be adopted
by the Board and all objections to them shall be deemed waived for all purposes.
JD–63–17
22
ORDER
Respondent, Walden Security, Inc., its officers, agents, successors, and assigns, shall
5
1. Cease and desist from
(a) Failing and refusing to recognize and bargain with United Government Security
Officers of America, International Union jointly with its Member Locals 85, 86, 109,
110, 111, 152, 161, 167, 173, 175, 220 (Union), as the exclusive representative of its 10
employees in the appropriate units described in paragraphs 2 through 12 of the
Conclusions of Law, above.
(b) Implementing the changes to its employees’ terms and conditions of employment
without first notifying the Union or providing the Union an opportunity to bargain, 15
including by: temporarily suspending the 401(k) program; ceasing to pay the costs of
obtaining follow-up medical examinations; ceasing to pay employees for time spent
obtaining follow-up medical examinations; refusing to process grievances; ceasing to
pay lead court security officers at the lead court security officer pay rate when they
are not performing lead court security officer duties; and ceasing to offer major 20
medical insurance coverage.
(c) In any like or related manner interfering with, restraining, or coercing employees of
the rights guaranteed them by Section 7 of the Act.
25
2. Take the following affirmative action necessary to effectuate the policies of the Act.
(a) On request, bargain with the Union as the exclusive collective-bargaining
representative of the employees in the following appropriate units concerning terms
and conditions of employment including suspending the 401(k) program, ceasing to30
pay the costs of obtaining follow-up medical examinations, ceasing to pay employees
for time spent obtaining follow-up medical examinations, refusing to process
grievances, ceasing to pay lead court security officers at the lead court security officer
pay rate when they are not performing lead court security officer duties, and ceasing
to offer major medical insurance coverage, and, if an understanding is reached, 35
embody the understanding in a signed agreement or signed agreements:
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs) 40
employed by the Respondent in the 5th Circuit consisting of UGSOA Local
85, in the Western District of the State of Texas in the cities of Austin, Del
Rio, San Antonio, Alpine, and Waco, excluding all other employees
including office clerical employees and professional employees as defined
in the National Labor Relations Act.45
JD–63–17
23
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 5th Circuit consisting of UGSOA Local
86, in the Eastern District of the State of Texas in the cities of Beaumont, 5
Lufkin, Marshall, Plano, Tyler, Sherman, and Texarkana, excluding all
other employees including office clerical employees and professional
employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), 10
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 5th Circuit consisting of UGSOA Local
109, in the Western District of the State of Louisiana in the cities of
Alexandria, Shreveport, Monroe, Lake Charles, and Lafayette, excluding all 15
other employees including office clerical employees and professional
employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security 20
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 5th Circuit consisting of UGSOA Local
110, in the Middle District of the State of Louisiana in the city of Baton
Rouge, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.25
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 5th Circuit consisting of UGSOA Local 30
111, in the Eastern District of the State of Louisiana in the city of New
Orleans, excluding all other employees including office clerical employees
and professional employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), 35
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 8th Circuit consisting of UGSOA Local
152, in the Southern District of the State of Iowa, excluding all other
employees including office clerical employees and professional employees 40
as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs) 45
employed by the Respondent in the 8th Circuit consisting of UGSOA Local
161, in the Southern District of the State of Iowa in the cities of Des Moines
JD–63–17
24
and Council Bluffs, excluding all other employees including office clerical
employees and professional employees as defined in the National Labor
Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), 5
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 8th Circuit consisting of UGSOA Local
167, in the Western District of the State of Arkansas in the following cities
of Fort Smith, Fayetteville, El Dorado, and Texarkana, excluding all other 10
employees including office clerical employees and professional employees
as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security 15
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 5th Circuit consisting of UGSOA Local
173, in the Northern District of the State of Texas in the cities of Abilene,
Amarillo, Dallas, Fort Worth, Lubbock, San Angelo and Wichita Falls,
excluding all other employees including office clerical employees and 20
professional employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs) 25
employed by the Respondent in the 8th Circuit consisting of UGSOA Local
175, in the Northern District of the State of Iowa in the city of Sioux City,
excluding all other employees including office clerical employees and
professional employees as defined in the National Labor Relations Act.
30
All full-time and shared position Federal Court Security Officers (CSOs),
Federal Special Security Officers (SSOs), Lead Federal Court Security
Officers (LCSOs) and Lead Federal Special Security Officers (LSSOs)
employed by the Respondent in the 8th Circuit consisting of UGSOA Local
220, in the Western District of the State of Missouri in the following cities 35
of Kansas City, Springfield, and Jefferson City, excluding all other
employees including office clerical employees and professional employees
as defined in the National Labor Relations Act.
(b) On request of the Union, rescind the changes in terms and conditions of employment 40
for the unit employees that were unilaterally implemented on about December 1,
2015, including temporarily suspending the 401(k) program; ceasing to pay the costs
of obtaining follow-up medical examinations; ceasing to pay employees for time
spent obtaining follow-up medical examinations; refusing to process grievances;
ceasing to pay lead court security officers at the lead court security officer pay rate 45
when they are not performing lead court security officer duties; and ceasing to offer
major medical insurance coverage.
JD–63–17
25
(c) Make employees whole for any loss of earnings and other benefits suffered as a result
of the unlawful conduct in the manner set forth in the remedy section of this decision.
(d) Compensate affected employees for the adverse tax consequences, if any, of receiving 5
lump-sum backpay awards, and file with the Regional Director for Region 14, within
21 days of the date the amount of backpay is fixed, either by agreement or Board
order, a report allocating the backpay awards to the appropriate calendar years for
each employee.
10
(e) Within 14 days after service by the Region, post at all of its facilities copies of the
attached notice marked “Appendix.” Copies of the notice, on forms provided by the
Regional Director for Region 14, after being signed by the Respondent’s authorized
representative, shall be posted by the Respondent and maintained for 60 consecutive
days in conspicuous places, including all places where notices to employees are 15
customarily posted. In addition to physical posting of paper notices, notices shall be
distributed electronically, such as by email, posting on an intranet or an internet site,
and/or other electronic means, if the Respondent customarily communicates with its
employees by such means. Reasonable steps shall be taken by the Respondent to
ensure that the notices are not altered, defaced, or covered by any other material. If 20
the Respondent has gone out of business or closed the facility involved in these
proceedings, the Respondent shall duplicate and mail, at its own expense, a copy of
the notice to all current employees and former employees employed by the
Respondent at any time since September 15, 2015.
25
(f) Within 21 days after service by the Region, file with the Regional Director of Region
14 a sworn certification of a responsible official on a form provided by the Region
attesting to the steps that the Respondent has taken to comply.
Dated, Washington, D.C. July 7, 201730
Melissa M. Olivero35
Administrative Law Judge
AL.itc‘,10‘,
JD–63–17
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 Federal labor law and has ordered us to post and
obey this notice.
FEDERAL LAW GIVES YOU THE RIGHT TO
Form, join, or assist a union
Choose representatives to bargain with us on your behalf
Act together with other employees for your benefit and protection
Choose not to engage in any of these protected activities.
WE WILL NOT fail to recognize and bargain with United Government Security Officers of America, International
Union jointly with its Member Locals 85, 86, 109, 110, 111, 152, 161, 167, 173, 175, 220 (Union), as your exclusive
collective-bargaining representative in the appropriate units described below.
WE WILL NOT implement changes to your terms and conditions of employment without first notifying the Union and
providing the Union an opportunity to bargain, such as by: temporarily suspending the 401(k) program; ceasing to
pay the costs of obtaining follow-up medical examinations; ceasing to pay employees for time spent obtaining
follow-up medical examinations; refusing to process grievances; ceasing to pay lead court security officers at the
lead court security officer pay rate when they are not performing lead court security officer duties; and ceasing to
offer major medical insurance coverage.
WE WILL NOT in any like or related manner interfere with, restrain, or coerce you in the exercise of the rights listed
above.
WE WILL, on request, bargain with the Union as the exclusive collective-bargaining representative of the employees
in the following appropriate units concerning terms and conditions of employment, including suspending the 401(k)
program, ceasing to pay the costs of obtaining follow-up medical examinations, ceasing to pay employees for time
spent obtaining follow-up medical examinations, refusing to process grievances, ceasing to pay lead court security
officers at the lead court security officer pay rate when they are not performing lead court security officer duties, and
ceasing to offer major medical insurance coverage, and, if an understanding is reached, embody the understanding in
a signed agreement or signed agreements:
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 5th Circuit consisting of UGSOA Local 85, in the Western
District of the State of Texas in the cities of Austin, Del Rio, San Antonio, Alpine, and Waco, excluding all
other employees including office clerical employees and professional employees as defined in the National
Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 5th Circuit consisting of UGSOA Local 86, in the Eastern
District of the State of Texas in the cities of Beaumont, Lufkin, Marshall, Plano, Tyler, Sherman, and
Texarkana, excluding all other employees including office clerical employees and professional employees
as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 5th Circuit consisting of UGSOA Local 109, in the Western
JD–63–17
District of the State of Louisiana in the cities of Alexandria, Shreveport, Monroe, Lake Charles, and
Lafayette, excluding all other employees including office clerical employees and professional employees as
defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 5th Circuit consisting of UGSOA Local 110, in the Middle
District of the State of Louisiana in the city of Baton Rouge, excluding all other employees including office
clerical employees and professional employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 5th Circuit consisting of UGSOA Local 111, in the Eastern
District of the State of Louisiana in the city of New Orleans, excluding all other employees including office
clerical employees and professional employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 8th Circuit consisting of UGSOA Local 152, in the Southern
District of the State of Iowa, excluding all other employees including office clerical employees and
professional employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 8th Circuit consisting of UGSOA Local 161, in the Southern
District of the State of Iowa in the cities of Des Moines and Council Bluffs, excluding all other employees
including office clerical employees and professional employees as defined in the National Labor Relations
Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 8th Circuit consisting of UGSOA Local 167, in the Western
District of the State of Arkansas in the following cities of Fort Smith, Fayetteville, El Dorado, and
Texarkana, excluding all other employees including office clerical employees and professional employees
as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 5th Circuit consisting of UGSOA Local 173, in the Northern
District of the State of Texas in the cities of Abilene, Amarillo, Dallas, Fort Worth, Lubbock, San Angelo
and Wichita Falls, excluding all other employees including office clerical employees and professional
employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 8th Circuit consisting of UGSOA Local 175, in the Northern
District of the State of Iowa in the city of Sioux City, excluding all other employees including office
clerical employees and professional employees as defined in the National Labor Relations Act.
All full-time and shared position Federal Court Security Officers (CSOs), Federal Special Security Officers
(SSOs), Lead Federal Court Security Officers (LCSOs) and Lead Federal Special Security Officers
(LSSOs) employed by the Respondent in the 8th Circuit consisting of UGSOA Local 220, in the Western
District of the State of Missouri in the following cities of Kansas City, Springfield, and Jefferson City,
excluding all other employees including office clerical employees and professional employees as defined in
the National Labor Relations Act.
JD–63–17
WE WILL, on request of the Union, rescind the changes in terms and conditions of employment for the unit
employees that were unilaterally implemented on about December 1, 2015, including: temporarily suspending the
401(k) program; ceasing to pay the costs of obtaining follow-up medical examinations; ceasing to pay employees for
time spent obtaining follow-up medical examinations; refusing to process grievances; ceasing to pay lead court
security officers at the lead court security officer pay rate when they are not performing lead court security officer
duties; and ceasing to offer major medical insurance coverage.
WE WILL pay employees for the wages and other benefits lost because of the unilateral changes to their terms and
conditions of employment that we made without first notifying and bargaining with the Union, plus interest
compounded daily.
WE WILL compensate affected employees for the adverse tax consequences, if any, of receiving lump-sum backpay
awards, and file with the Regional Director for Region 14, within 21 days of the date the amount of backpay is
fixed, either by agreement or Board order, a report allocating the backpay awards to the appropriate calendar years
for each employee.
WALDEN SECURITY, INC.
(Employer)
Dated By
(Representative) (Title)
The National Labor Relations Board is an independent Federal agency created in 1935 to enforce the National Labor
Relations Act. It conducts secret-ballot elections to determine whether employees want union representation and it
investigates and remedies unfair labor practices by employers and unions. To find out more about your rights under
the Act and how to file a charge or election petition, you may speak confidentially to any agent with the Board’s
Regional Office set forth below. You may also obtain information from the Board’s website: www.nlrb.gov.
1222 Spruce Street, Room 8.302, Saint Louis, MO 63103-2829
(314) 539-7770, Hours: 8 a.m. to 4:30 p.m.
The Administrative Law Judge’s decision can be found at www.nlrb.gov/case/14-CA-170110 or by using the QR
code below. Alternatively, you can obtain a copy of the decision from the Executive Secretary, National Labor
Relations Board, 1015 Half Street, S.E., Washington, D.C. 20570, or by calling (202) 273-1940.
THIS IS AN OFFICIAL NOTICE AND MUST NOT BE DEFACED BY ANYONE
THIS NOTICE MUST REMAIN POSTED FOR 60 CONSECUTIVE DAYS FROM THE DATE OF POSTING
AND MUST NOT BE ALTERED, DEFACED, OR COVERED BY ANY OTHER MATERIAL. ANY
QUESTIONS CONCERNING THIS NOTICE OR COMPLIANCE WITH ITS PROVISIONS MAY BE
DIRECTED TO THE ABOVE REGIONAL OFFICE’S COMPLIANCE OFFICER, (314) 539-7780.