DCA Domicile Update: January 11, 2013
[background=rgb(250, 250, 250)]Fellow DCA Pilots,[/background]
[background=rgb(250, 250, 250)]MOU:[/background]
[background=rgb(250, 250, 250)]First and foremost, we wish each of you and your families a belated happy and healthy new year. We hope that 2013 will provide all of us with new opportunities which are long overdue. As you most likely know, we traveled to Charlotte last week to join our fellow Board members and to consult with the Officers, the NAC, and our professional legal advisors on the details of the tentative MOU that had been reached between USAPA, US Airways, the APA and AMR.[/background]
[background=rgb(250, 250, 250)]This was scheduled to be a two-day meeting which evolved into three days of lively, colorful, and at times contentious, but mainly respectful discussion and debate related to the merits and detriments the MOU may bring our pilot group if a merger between US Airways and AMR occurs. As mentioned in the joint Officers' and BPR update last Friday, we ultimately came to a unanimous decision as a Board to approve the MOU and recommend your ratification of the agreement. At the time of writing this update, the Non-Disclosure Agreement (NDA) related to merger talks prevents us from disclosing the MOU details. Please know that as soon as this restriction is lifted we look forward to having the opportunity to share all of the specifics of the MOU and allowing you and your peers ample opportunity to make an informed decision on our collective futures.[/background]
[background=rgb(250, 250, 250)]While we are hopeful that the MOU will be released from the NDA and presented to you in the coming days, we both recognize and share your concerns and frustrations that the NDA is imposing on us being allowed to discuss the details of this potential agreement. The NAC has tentatively scheduled road shows to present the MOU to all of our pilots and we have been informed that, assuming the restrictions are lifted, they could be in DCA as soon as next week. Keep looking for dates to be published as soon as they are approved. We strongly encourage your attendance at one or more of these presentations to enable you to learn as much as possible about this agreement before making a fully informed decision. The NAC will also be publishing their road show schedule for the other domiciles in the near future in the event that you are unable to attend one in DCA. Additionally, there will be information posted on the USAPA Web site as well as educational material mailed to your home, so there will be ample opportunity for you to become informed before you vote.[/background]
Wednesday 09 January BPR Conference Call:
[background=rgb(250, 250, 250)]Both of us participated in a Special BPR meeting via conference call on Wednesday night, January 9, which was called for at the request of several other Board members. We discussed three separate resolutions they brought forward and wanted to comment briefly on each of them, as well as let you know how we voted and our reasons for doing so. The first resolution dealt with allowing the pilot membership to decide if dormant funds in the approximate value of $400,000 which had previously been collected to pay for medical insurance for our furloughed pilots should be utilized to help pay for merger-related expenses at the discretion of the Secretary Treasurer. Realizing that all resolutions are not official until they have been recorded, what follows is the final version as we understand it:[/background]
AI13-XXX Redirection of Furloughed Pilots Insurance Assessmen[background=rgb(250, 250, 250)]t[/background]
Whereas there is a money remaining from the membership assessment for furloughed pilot’s insurance, and
Whereas if a merger between American and US Airways occur, USAPA’s financial expenditures used to represent our membership will increase significantly, and
Whereas USAPA is presently restricted from using the furloughed pilot’s insurance assessment for merger related expenses without approval from the membership, and
Whereas the BPR believes it would be in the best interest of our membership to allow the Secretary-Treasurer to use the furloughed pilot’s insurance assessment for merger related expenses at his discretion,
Therefore be it resolved that the BPR directs the Secretary-Treasurer to cause the balloting of the membership requesting they allow the furlough pilot’s insurance assessment be used for merger related expenses at the Secretary-Treasurer’s discretion, or the funds will be returned to the pilot’s based on a pro rata ratio based on contributions[background=rgb(250, 250, 250)].[/background]
[background=rgb(250, 250, 250)]After some discussion and debate, this resolution was passed with both of us voting for it. Many pilots have told us they believe the money should be returned since it is no longer needed. Others believe a merger assessment is possible so we should use these funds instead. Either way, a pilot vote is needed. This resolution allows for the pilots to vote to transfer the furlough insurance assessment money to be used for merger expenses and delay or negate a merger assessment, or to be refunded pro rata to the pilot group. If the pilot group as a whole declines to allow for the transfer of these funds to be used as requested in the above resolution, the pro rata redistributions could be about $100 per pilot that paid.[/background]
[background=rgb(250, 250, 250)]The next resolution we discussed was one that we believed would be contentious for several reasons. It is presented here and once again we remind you that our notes may not include the official final version:[/background]
AI 13-XXX USAPA Line Pilot Education
Whereas the USAPA BPR recently approved an MOU related to a potential merger of American Airlines and US Airways and voted unanimously to recommend its approval to the membership, and
Whereas the BPR wishes to allow the membership an opportunity to weigh the benefits and risks of such an agreement after being fully informed and educated, and
Whereas because of the complexities of the process leading up to the BPR’s unanimous vote, individual members of the BPR would like the opportunity to explain how they arrived at their decision to recommend approval of the MOU, and
Whereas due to the communications restrictions contained in both the NDA and certain “closed” BPR meetings, BPR members are presently restricted from adequately educating the pilots they represent as to how they arrived at their decision to recommend approval of the MOU,
Therefore be it resolved that the BPR directs those portions of closed meetings held from April 30th 2012 through January 4th 2013 related to negotiations, except for confidential attorney client communications, be deemed non-confidential beginning at the time the confidentiality restrictions of the NDA are no longer applicable, and
Be it finally resolved that any other portions of those same closed meetings not related to MOU negotiations shall remain confidential.
[background=rgb(250, 250, 250)]We both had considerable reservations with the potential outcome for several reasons if this resolution was passed. While we both agree with the wording and reasoning of the first four ‘Whereas” statements, we find difficulty with acceptance of the “Therefore be it resolved” paragraph. We absolutely support the need for, “BPR members …… adequately educating the pilots they represent as to how they arrived at their decision to recommend approval of the MOU” from the last “Whereas.” However, there are no official notes or minutes taken during any closed session meetings of the BPR. Let us repeat that. There are no Official notes or Minutes taken during any closed session meetings of the BPR.[/background]
[background=rgb(250, 250, 250)]In our view, to allow this resolution to pass as written would open the door for open season on not only the 11 different perspectives of the Board as to what did or did not transpire based on our recollections and personal notes, but additionally the opinions of all four Officers, the four NAC members, our legal counsel, and several Committee Chairs who had access to those closed door meetings. This resolution contained no provisions for oversight as to what could or could not be said if passed. Transparency and communication are a must for you and your union, but the DCA pilots may not be fully aware of the political aspects related to the request to open the meetings. Philadelphia is about to elect three representatives for a term beginning April 1, and Charlotte is in the midst of an election in reverse, to recall their representatives. This looked like a vehicle for political spin to develop in front of the Company and the APA. We have no desire or intention of forgetting our goal to secure a contract for all of us with better working conditions, compensation and quality of life. Showing weakness in the face of a possible merger and fighting each other does not get us there. If and when the MOU is released for review it will stand or fall on its own merits. We will educate you fully and see no place for politics or interference in other base elections as needed in the factual analysis we all will conduct.[/background]
[background=rgb(250, 250, 250)]To address the “concerns” of documenting future closed meetings, we both support allowing for a neutral third party note taker to take official notes (as is done in open session for the minutes) which could be reviewed, shelved, and if decided at a later date by the Board, to allow for all or parts of those notes to be disseminated to the pilot group. It is our joint belief that what is in the best interests of you, our DCA based pilots and our membership at large, is to minimize the potential for political turmoil as to “how the sausage was made” and, more importantly, to allow each of you the opportunity to see the final product and determine whether or not it is acceptable.[/background]
[background=rgb(250, 250, 250)]We both voted No on this resolution for the above stated reasons and the resolution failed. We are in favor of full and complete disclosure whenever the opportunity allows, but we are also concerned with the release of unfettered individual opinions under the guise of transparency and the resultant effect on our Association. Make no mistake, we are both fully in favor of allowing each representative to share their individual opinions with their constituents as to the potential benefits and detriments that this MOU may bring.[/background]
[background=rgb(250, 250, 250)]The last resolution, which was presented and discussed and once again is not official, is copied here:[/background]
AI 13-XXX Scope Provisions Evaluation
WHEREAS, the USAPA Board of Pilot Representatives recently approved an MOU that is widely anticipated to include amendments to Section 1 (Scope) of the US Airways Pilots’ Collective Bargaining Agreement, and
WHEREAS, it is in the best interest of the US Airways pilots to be provided a comprehensive review of the section 1 provisions prior to their voting to approve or disapprove possible amendments, and
WHEREAS, USAPA has in the past contracted and consulted with Giordano, Halleran & Ciesla, P.C.’s Mergers and Acquisitions (“M&A&rdquo😉 Practice Group, who conducted a thorough review of Sections 1©, 1(D), 1(E), 1(F), 1(I), and 1(J) of the East CBA,
THEREFORE BE IT RESOLVED that the BPR directs the EVP to contact Giordano, Halleran & Ciesla, P.C.’s for M&A services and consulting and assess the firm’s availability to immediately undertake a review of the potential AMR/LCC transaction relative to the scope provisions of our Collective Bargaining Agreement, the valuation of such provisions, and possible triggering events, and
BE IT FURTHER RESOLVED if it is confirmed that the Giordano firm is available, the BPR directs the USAPA Executive Vice President to immediately contract with the firm to undertake a review and evaluation of Section 1 (A), and 1( B) of the East CBA and all of Section 1 of the West CBA in relation to the contemplated transactions, and
BE IT FINALY RESOLVED that if Giordano, Halleran & Ciesla are contracted, the BPR directs that the firm coordinate with and report to the President, Merger Committee Chairman and Grievance Committee Chairman for USAPA.
[background=rgb(250, 250, 250)]It should be mentioned that the conference call was set up for a two-hour time frame. By the time this resolution was addressed and discussed, everyone could hear the clock ticking down to the final minutes of the call. This same agenda item was added to our meeting in Charlotte during the week of January 2 through the 4th and was rendered a moot point by the entire Board at the conclusion of the meeting after we had approved the MOU, so we were both wondering why it was being brought back on the floor during our conference call on January 9. We both differ in our opinions on the potential merits of the above resolution. Joe voted in favor of this and believes additional input on merger issues to protect our contractual rights and interests can be helpful. But in no way do either of us support using this action to obfuscate and delay the process.[/background]
[background=rgb(250, 250, 250)]Pete’s viewpoint is that there was insufficient time during the end of the conference call to properly debate all of the potential aspects that this resolution may afford us. He also wanted to hear the opinion of the Merger Committee Chairman who was mentioned several times in the body of the resolution but was not on the call. Additionally, he had a concern that our Merger counsel, attorney Pat Syzmanski, had not been afforded the opportunity to discuss this resolution with the Merger Committee Chairman prior to the call or to be able to provide the Board (in Pete’s opinion) a clear understanding of his perspectives on our needs for adopting this request. Due to Pete’s concerns and the time constraints involved in the last minutes of the conference call, he abstained. The call was terminated literally seconds after the vote on this resolution was completed. This resolution did pass and we both look forward to further discussions amongst the Board, Officers, and our respective committee chairmen and counsel as we consider the options this may present us.[/background]
[background=rgb(250, 250, 250)]Finally, we have had discussions with our counterparts in the APA representing their DCA pilots. We are currently considering a joint domicile meeting with them to “meet and greet” if a transaction becomes a reality. DCA is the only common crew base between the two companies. [/background]
[background=rgb(250, 250, 250)]Please feel free to contact us with any questions, concerns or comments, but realize that we may not be allowed to answer any or all of your specifics at this time. Thanks for your time and attention to these matters which may affect all of our futures.[/background]
[background=rgb(250, 250, 250)]Fly Safe and remain professional.[/background]
