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In the Matter of Arbitration Be teen

 Missouri Pacific. Railroad Company

American Train Dispatchers Association

 OPINION AND AWARD
I.C.C. Finance Docke
 No. 27773

 3ackaround
 On May 11, 1981, the National Mediation Hoard appc undersigned Neutral as Chairman of an Arbitration Committee pursuant to the Board's authority under Article I, Section 11 of Ap:endix of I.C.C. ?finance Docket No. 28250 (hereafter New York Dock (I73). hearing was held on June 8, 1980 *in Washington, D. C. The Missouri Pacific Railroad Co. . (her eaf ter "Carrier") eras represented by Nina K. cJuestli.^.g, Esc. The American Trait Dispatchers Associatica (hereafter. "Association") was .represented by Thomas tJCOdlev, -sc. Post-hearing briefs were filed on June 22, 1981: and it. was stiruIate that the Opinion and Award would be rendered on or before July 31, _ Statement of Facts
 In 1924, the Carrier acquired controlling interest of *6~exas a Pacific Railroad Company (hereafter "T a P" . ) As a majori ty-cwr.ec railroad, the T ~~ P was one of pore than a dozen Carriers that constituted the ~Missousi Pacific Line,-or Sys tent. According to ~.~e .
 it began an intensive effort to coordinate t?:e activities

 o; its subsidiaries in 1956. This grog=am produced, among other the consolidation of several train dispatching offices. It does rct appear that any of these train dispatching consolidations combined T & P offices with Carrier offices. ;n 1967 however, the Carrier and T & P did swap disptaching territories: the train dispatching for Longview, Henderson and Mineola was transferred from. Carrier's Houston office to the T & P's Fort worth office; and train dispatching for Alexandria and New Orleans was transferred from the T & P to Carrier. The transfer of territory was accomplished in accordance with the Washington Job Protect=on Agreement of 1936. Prior to their. merger, Carrier operated train disptaching offices at Houston and Palestine, Texas; Kansas City, Missouri: and North Little Rock, Arkansas: the T & P had only one train dispatching office at Fort Worth, Texas.
 Carrier and T & P had, and continue to have, separate collective bargaining agreements with the Association. The current agreement between the Association and T a P i s dated August 24, 1952. current agreement between the Association and the Carrier is dated

 November 30. 1962. In 1966, the Carrier and T a P signed, June.16 :Mediation Agreement A-7460 with the Association.

 In 1974 the Carrier and T & P filed an application with the Interstate Commerce Commission for corporate merger. The Carrier simultaneously sought merger with the Chicago & East T_llinois Railroad Company. According to the Carrier, the corporate merger represented only a change in corporate identity: Carrier and ^ tr ? had been. operating as a unified entity =cr about.ten years.
 On May 4, 1-976, the T_nte:state Cc.:.ne=ce Commission app:oved the Carrier, ': b P, and Chicago 6. East :1iinois me=gcr. In its Order, the interstate Cow.^ierce Comnnission recognized the extent to which Carrier and T & P already operated as unified entities, "with assimilated power and equipment, and common department and personnel." In accordance with the requirements set forth in § 5(2) (f) of the Interstate Commerce Act, as ,amended (45 U.S.C. S 11347) the merger was approved subject to the application of employeeprotective conditions contained in New Orleans Union Passenger Ter=minal Case, 282 I.C.C. 498 (1952), as modified by the arbitration conditions set forth in St. Louis Southwestern Railway - Pur. - Southern Railwa , 242 I.C.C. 498 (1972), and by certain provisions of §405 of the Rail Passeng.er Service Act (45 U.S.C. 563). Pursuant to a Petition for Reconsideration filed in :March, 1979 by the Railway Employees Department, AFL-CIO, the I.C.C. reconsidered the appropriate level of employee prctection to be imposed oz the izerger. Accordingly, it ordered that "all employees affected in this transaction shall` be afforded t :.e relief set forth in a; Pendix III of New York Dock Railway - Control - 3rocklvn "=astern District, 360 I.C.C. 60 (1979)." The U.S. Court of Appeals for the Second Circuit has characterized the New Yo=k Dock conditions as "The most favorable of the labor protective provisions contained in both the New Orleans conditions (as clarified in Southern Control 1-I) and Appendix C-1, adopted pursuant to 5405 of the Rail Passenger Service Act of~1970." New York Dock Railway v. U.S., 609 F. 2nd 83, 91 (1979). on. January 21, 1981, Carrier served the Association with notice of a proposal to consolidate its dispatching functions now perfcrr:ed
 at Palestine, a'ouston and Fort Worth, Texas into a single new

 of f ice located at Spring, Texas (a suburb o: ;ions ton) .
was served "pursuant to Article 1, Section 4, of Mediation T,g:eener.= A-7460 of June 16, 1966." The Association responded five days late= contending that "(sJince the proposed coordination of the train dispatching facility and operations of part of Missouri Pacific Railroad with those of the former Texas and Pacific Railway is clearly a result of the merger of those two Carriers approved by the I.C.C. in Finance Docket No. 27773, the employee-protective conditions imposed therein (New York Dock III are applicable."

 :.'·.: s -ot=ce

 issue in Dispute
The Association has characterized the issue for arbitration as

 follows:
Does the consolidation of the train dispatching functions now being performed in the Fort North, Texas office under the scope of the former Texas a Pacific Railway Train Dispatchers Agreement, with those now being performed in the Palestine and Houston, Texas offices under the Missouri Pacific Train Dispatchers' Agreement, as proposed in the Carrier's January 21, 1981 letter and notice (file 3 246-471), constitute action taken pursuant to authorizations or approval of the Interstate Cc,-,.nerce Commission in Finance Docket No. 27 773,' Missouri Pacific Railroad ComaanY - Merger - The Texas s Pacific Rail·.:av Comganv, Etc., t~ hug making applicable the employee protective conditions imposed in that proceeding jNew. York Dock (I I) J ?.

 The Carrier, on the other hand, has posed the following questicZ for arbitration:

 Whether New York Dock II employee protective conditions imposed in Missouri Pacific Railroad Company - Merger - The Texas s Pacific Railway Comtany, Etc. , (Z.C.C. F z.^.a.^.ce Docket No. 27773) are applicable to the transfer of the train dispatching office at Fort Worth, Texas?
 AcclicabIe ?rovisions
 :he parties to this dispute re-'y on languace contaned 4n --zee separate employee protection documents to sunoort their respective positions. In.terms of chronology, the first of these is the Washington Job Protection Agreement of 1936. That Ag=eenent provides allowances to employees affected by a "coordination." A "coordination" is defined to mean "joint action by two or more carriers whereby they unify, consolidate, merge or pool in whole or in part their separate railroad facilities or any of the operation: or services previously perfo .,ed by them through such se:arate facilities." (Underscoring added.) This Agreement also expressly provides for coverage during "the period following the effective date of a coord=nation during which changes consequent upon coordination are being made effective." The Agreement contains procedural assurances and compensatory allowances for a five yea= period to affected employees.
 The June 16, 1966 Mediation Agreement affords : ro tect? ve benefits for train dispatchers who are displaced and deprived o: employnent as a result of certain specific ty=es o= changes %,;;t, 'n one carrier's ooeration, including the consolidation or removal of train dispatching offices. The benefits provide for a five year protective period; allowances earned are not recalculated to reflect subsequent wage increases.
 It is imvortant td note that the 1966 Mediation Agreement dces not apply to any transactions subject to approval by "-,he interstate Commerce Commission or to any transactions covered by the Wash:.-.5 _=.. Job P=otection Agreement of :!ay 2:, 1936."
 i · j . L y, Appendix III of Near York Doe:: (:I) provide; ;.e:; ^: otQct :cans for employees who have 'peen displaced, disr,;i sseC, to relocate, deprived of benefits, and so -forth, as a result o: a "transaction." A "transaction" is defined as "any action taken pursuant to authorization of this Commission on which these provisions have been imposed." Among the provisions imposed by Appendix :7-:1 is a six-year protective period, during which a dismissed or displaced employee's allowance is adjusted to reflect subsequent general wage increases.
 FINDINGS
 Issues of Arbitrabilitv
 The Carrier has challenged the jurisdiction of the Arbitration Committee which has been established under the auspices of the National. Mediation Board pursuant to Section 11 of Appendix III on two grounds

11 (a) of Appendix III were not cormplied with. - ':hat subsection
 provides, in part:

,or controversy with respect to the inter?retat--on,
 application or enforcement of any provision of this
 appendix, except sections 4 and 12 of this article
 I, within 20 days after the dispute arises, it may
 be referred by either party to an arbitration committee.
 The Carrier notes that it gave notice to the Association of its
 intent to nova the Texas dispatching offices on January 23_ 19q'.
 By letter dated April 8, 1981, the Association served notice o=
 its intent to arbitrate pursuant to Article I, Section 11 of
 AD-jendix III. Thus, the Carrier contends that by its untimely
 invocation of Section 11, the Association ?:as waived its right

This claim is predicated on-reading Section 11's zeei:ence to 20 days as a window within which a party _lust act to i.^.:o::~ arbitration. When examined in the context of the entire d0Q..L:re.-)t, however, it seems clear that the 20 days was meant to provide a minimum period in which the parties were to attempt to reconcile their differences, and only after the expiration of that period could either party invoke arbitration. Obviously, there is a period of delay in seeking arbitration that would constitute laches, but the two month attempt at settlement here was not unreasonable in light of the importance of the issue. Second, the Carrier argues .that "there is also a substantive issue of whether Article I, Section 11, which creates an Arbitration Committee, also empowers the Committee to decide whether this controversy, applicability of Dock II, is arbitrable." In this regard, Carrier relies on that part of Section 11(a) which authorizes re!erral to arbitration any dispute "with respect to the interpretatic application or enforcement of any' provision" (Underscoring added.) The Carrier would remove from Section 11 coverage the question of the Appendix's overall application to a particular event. ;/ Aoolication of the tee'"transaction"
 The Carrier contends that Appendix III is inapplicable because the proposed action at issue is not one authorized by the I.C.C. Ord nor undertakers pursuant to the I.C.C. Order approving the :verger.

 In support of this position the Carrier cites Steelworkers v. Warrior Navi ation Co., 363 U.S. 574 (19601, for the propositic that questions o arbitrability are for the courts to decide, ::: the agreement states to the contrary, and Railroad Yardmaster c: America and Chesaveake and Ohio Rv. and Seaboard Coast Line RR. (I.H. Lieberman, March 1981 for the position that Section 11 to the arbitration and settlement of disputes which miSht arise under the parties' agreements implementing Dock II.
 Ra the.- D -roposed c,^, nso1 ' y7
 e. . the C..__er ~ claims , the , _ a=:cn is a ..__ :cc
 result of technological improvemen is and econcrnic ce.^.d: =: ons .
 yn support of this theory-, the Carrier introd;ced evidence rec;arding the underlying reasons for the move to Spring, Texas. First, the T & P building in Fort Worth, which houses t'.^.e tra?:% dispatching office, had been a financial liability. During the years that attempts were made to sell that building, the Carrier was also acquiring land in the Houston suburb of Spring for a new yard and office park. In 1978 the Fort tforth building was sold with a two year lease-back for office space. In 1981, the office building in Spring was completed and the Carrier was prepared to consolidate its Texas offices at that location. 'Moreover, the Spring office is equipped with computerized centralized tra!fic control equipment. The capabilities of this type of equipment are superior to those of the lever type machines currently in use at Fort Worth, Palestine and Houston. Although the new computer system will produce economies, it would not be cost effective to equip all three offices with ccmputer-assisted equipment.
 The Carrier thus argues that the proposed consolidation is a result of economic measures.and technological improvements that "merely by chance happened to occur after the merger and not the direct result of or in any way connected to the merger." (Carrier Brief, p. 26). In this connection the Carrier states that it would have consolidated the train dispatching offices even. is the absence of a merger. .
 As a corollary to this arg-zment, the Carrie= asserts that it could have consolidated the train dispatching functions wi thouz I.C.C. approval and that this fact distinguishes the case at issue
 here .`=on. other situations in which . applied. The Carrier has emphasized

 construed the merger of Carrier and

 a consolida tion; of torpor a to

 In its Order, the I.C.C. stated:

 e than

 The :verger application .here:.z does not involve significant changes in the rattera of operation of the MoPac system, but merely represents a simolification of present MaPac corporate structure. The proposed merger is nothing more t::an a consolidation of the corporate identities of the three applicant railroads, MoPac, T 6 ?, and C & El. McPac has controlled the T & P through stock ownership :or over 54 years. Texas &' Pacific Read itst.-~en:, 86 I.C.C. 808 (1924), and has controlled .he C & EI through: stock ownership for over 10 years, Missouri ?ac. R. Co.- Control-Chicago s =.I.R. Co., 327 I.C.C. 279 (1.965) , MoPac and T s ? ::aye been ooeratin as a unified entity with assimilated Power and ecuiement. and common denar -ents and cersonnel for about 10 years. T.he G : =I has been operated an an assimilated basis witz the other two railroads in the same manner far about 6 years. The operation of these three rail;cads on an iatearated basis means that, u:~like' a croceedi.^.c inhere one railroad seeks to coerce wit:; another unaffiliated railroad. the coordinat'_o- and =mbination o oartments and tersonnel o: -e._c;.-:c railroads wtil not result in the customary sicni=icant ecenon=es involved in the elimin3tica v: cv=licate~ ae,=a=--e.^.ts. (:..aphasia added), 348 I.C.C. at 419.

 The Carrier has contrasted this type of merger with the proceedings involving the Chesapeake & Ohio and the Family Line System (Finance Docket No. 28905) . There, the Carrier claims, I.G.C. approval was required to acct=plish the wide range c! o;erational changes proposed by the =e=ger carriers, including acquisition of trackage rights and a'_-a::conment rights. Thus, decisions to,displace employees as a result of the ccnsolida Lion of yard's, interchange operations, an! clerical forces are attic^s taken "pursuant to* Commission au:.hcr:rat_on and "t=a,sac::cns"
under Appendix I:I . T. n ~h i s s _ tua tio^ , t.`.e Ca: = ier c=ars _::a c

 I.C.C. authorization was necessary :o: t:~e nergez, but t:iq :je:ce=

 was not necessary to consolidate the d=snatching offices.

 Reply Brie!, p.. 19) .

 Despite the evidence in the record that the consolidation was a pre-existing plan, the Association argues that the plan's consummation would be "pursuant to" I.C.C. authorization i- that action was in accordance with, consistent with, is con=o ^tance with or in furtherance of the approval of the I.C.C. Phrased negatively, the Association suggests that a particular act by a Carrier can-be viewed as a ."transaction" unless that act is not in accordance with the merger plan, not consistent with, presumably, the order of the I.C.C. or not in furtherance of *the objectives of the merger. (Association Reply Brief, p. 10) . The Association argues that the action here is, indeed, consistent w in accordance with and in furtherance of the merger since the C3rricr hopes to realize, through the planned consolidation, certain "additional economies and efficiencies," one of the purposes exp=essi in the merger application. Thus, where an action will accor.;plis:: an objective sought by the merger, it is an action taken "pursuan= to authorization of Ethel Commission."
 The foregoing construction of the term "pursuant to" does not include as an ingredient the.concept of causation. Indeed, t::e Association suggests that if the Commission had meant to req_ire d:r causation it would have phrased the definition of transaction to include the term "caused by". ::ever=heless, 4_--here is considerab_e distance between the term, "caused by" -and the Association's forr~:a· of "not inconsistent with." The former standard would limit t:ans-
 actions to those acts regu_-ed by :.C.C. me=per amproval clear that the Cermission has not ;:noosed this standard.

 regard, i t is just as obvious t::a t t:^.e ter-m " tr ansactica" was ..^.c,. meant to be l_.mited to those issues that were expressly cove=ed _n the merger application and Order, as the Carrier suggests. ne =ac= that the I.C.C. did not specifically consider this Carrier's plan: to consolidate train dispatching office cannot be viewed as dispositive of the issue here (Carrier 3rief, p. 20).
 The Carrier's claim that Appendix III conditions apply only to actions which require I.C.C. approval is problematic. To begin, it is not clear from the arbitration cases cited by the Carrier that I.C.C. approval was necessary for the specific actions taken by carriers pursuant to Finance Docket ;to. 28905. See, for example, HRAC and C&O Ry. and Seaboard Coast Line R.R. (Lieberman, February 28, 1981) . That case involved, in part, the coordination of CbO and SCL clerical forces at Richmond, Vi=ginia; it is not clear. whether I.C.C. approval was necessary for such coordination c= whether it could have been accomplished through the-Washington %22 Protection Agreement.,
 it is equally clear, however,. that the Commission has viewed the imposition of protective benefits as requiring a proximate nexus between the actual,merger and the Carrier action at issue. Every action initiated subsequent to a merger cannot be considered, ipso facto, to be "pursuant to" the merger. There must be a causal connection. As it relates to the applicability of New York Dock :S to a merger, such- nexus is implicit in the te= "pursuant to. " C t~:e= wise, ter=s such as "in accordance with", "subsequent to"., "_`ol:c:ri.^.~ and "changes consequent upon" have no meaning: they become empty
 words rattling in a semantic vacu,:m .

 av. - C3^trol - Cent=al o: Geo=-_a Rte. case, t'.^.e Cc7-riss4cn s:atcA.












It is the absence of any such causal nexus in this case that defeats the application of the term transaction.
 The Carrier was able to demonstrate that its plan to consolidate the train disptaching offices was made independently of the Commission's merger approval. The decision to convert to a single train dispatching office in Spring, Texas was based on the cost of maintaining the building in Fort Worth, the, need to provide central ize, traffic control through computers, the reed to replace outdated ccuip ment now in use, and the availability of Ca=rier pro;e= ty
 in Spring. As the Carrier pointed out, -it is only happenstance t::a ; the consolidation is to occur after the merger: the decision to consolidate was made well before the merger.

 The Association's argument, however, does not rest-solely on

 the definition of .transaction, as it is written.

 also points out that "transaction" has been interpreted to include those situations which would be covered under t':e te_-n "coordinat_cn" in the Washington Job Protection Agreement of 1936. Since the carrier concedes that the proposed consolidation would have. teen. accomplished under the Washington Job Protection Agreement '.:ad i t

 The Associat'_oz
 t=ke.^. ^lace

 " _

 dc t~': wOL.:.'~. ..e d CDC~..--O.1
':he lssoc? at:on ::as ci Led two statements --.D s,_==o=-: its
that any act that would be a coord_nat::cn

 transaction after a mer Ce= .

 c i=s t, In se t.i.-.g cu t the subs Lance e.

 Appendix ::I of Dock ::, the I.C.C. stated:

 "The labor organizations also request that defini-
 tion of the te= a ' transact:.on' in ar t:cle 1, sec Lien
 1(a), be modified to encompass the sane situations as the complementary term ' coorcination' does in «JPA. These terms are the triggering mechanisms of article 1, section 4 and sec Lions 4 and 5 of WJPA, respectively Since article I, section 4 here i s i.^, tended to in corporate the full protections of sections 4 and 5 o: WJ?A, the term 'transaction' should be redefined to set the notice, negotiaiton, and arbitration provisions is motion in the same situations as does the tern 'coordination.' the also note that the broad definitior(Dis necessary is the types of transactions for which approval is required under 49 U.S.C. 11343 et saq., because the event actually affecting the emol.cyees might occur a-
 a '_ater date than the initial transactior. and arbitration; therefore, we will :codify the term 'transaction' so that it will am ply to any action taken pursuant 'to a Cor:nission authorisation upon which these conditions are i;apo s ed . "

 "ew York Dock- Railway - Control - 3rookl Vn =astern Diet., 360 I.C.C. 50, 70 (1?i9)

 Later. in. a?holding the legality of t'-.e Appendix II cond;t:.cns, :he
Second Circuit expressed the following opinion' as to the tei:as used

 by the, I.C.C.:

 (8J The definitional provisions contained in the
 ":Jew York Dock conditions" remain to be discussed.
 ?etitioners' objections to the ICUs definition of the
 term " transac Lion" are without merit. Although this
 definition has no precise ancestor in either the " ew Orleans conditions" (as clarified in Southern Control 1:) of in the Appendix C-1 conditions. -t is clear :ram the definition itsel-, as well as from the !CC's ex-mressed intention in fa:nulatinq this definition itself, as ,4ei: as "on the ICC's expressed intention in :o::.iulat'_^g this definition, that the goal which the ICC had in ;zinc was to encompass in its definition of "transnct:.on" t::e~ sa.-.!e situations that were .,rithin the parallel te_^..t
 "coordination" employed '_n t:ie adm_ _=ed

 all current employee protective nacxages, t::e
 do not believe that t::is goal is ~ tevcnd t^e s
 authority con-e=red on t'.^.e !CC :n _`o_.. formulating

 protective conditions pursuant to 4 9 U . S . C . §Nor do we _ _., t . .




On the ssr;ace it appears as though both the Co=ission and the Second Circuit have concluded that the terns transaction and coordination are interchangeable. A closer analysis of the statements reveals, however. that neither forum dealt with tha situat'_on encountered heret the lack of a causal nexus between the merger and the Carrier's action.
response to the Organizations' concern that the prior definition
 would not extend protection to actions taken by a Carrier at a later
 date. The Organizations sought a redefinition that would cover not
 only the initial transaction but "future related actions made
 pursuant to (I.C.C.1 approval." 360 I.C.C. at 65.
 responded to that objection by expressly covering situat'_ens where
 "the event actually a.4 f ecting the employees :night occur at. a 'later
 date than the initial transaction yet still be pursuant to our
 approval..: 360 I.C.C. at 70. Both the objection and response
 deal with the timing of a "transaction" and it is in this context
 that the Commission equated "coordination" and "transaction."
 However, neither the objection nor the response supports the prcposi
 that a causal nexus is unnecessary in a transaction. The Second
 Circuit's opinion does not elaborate ,on the Cor"fission's earlier
 analysis and, in light of the Court's express refusal to reef i::e th
 " -"-' I- at-w-ned that the Commission's earlier statements a:
 cannot be sa=d that t:-.e Cc,.-ii s

 "coo: dins tion" was :.mended to defeat

 nexus .

 In the suz, the association has not shc:rn that t::e : zc= osed consolidation of main dispatching o=;ices -;s a "transaction" within the meaning of Appendix I_TI, nor has the Assoc:at;on over come the Carrier's affizmative presentation that the proposed act--'--.% is not one that.-was made pursuant to the me=ger of the Texas

 Pacific and Missouri Pacific.

 Based on the :oreqoiag, the Conm:ttee renders the follcuing:

.. The employes protective conditions of New York Dock II imposed

in I.C.C. Finance Docket No. 27773 are not applicable to the prc=used

consolidation of the train dispatching functions now being performed
 at Fort North, 2alestine, and Houston, Texas.

 NEUTRAL ME.MSE

 Carrier tSem t

 Date: July 3I, 1981
Orga.zi za ti on Member
of Sec--i= 11 of Few York Dock IZ, the A_-'itt:or ruled that the ,6.a..-: weld ^ct
 beccre eective · ·~ve Session. · · ` desired, were held. ,n _r.\-ec_,t: ve

Sz.ssica, at t.'^.s re;:nst of tea Union, was held on IQ-_ve:-to_- 3, 1981. ^'a Arri:-a=c=
 ^aled t!-at ~ e Award woUd stand as .end=-ed. As result of :: e - ···ve _14'ess_c.^.
 the Crgrnizat on' s Dissent is attached.
 1. iV V
                                          ~ S. / ~ ~ --

'::-:e Cci nion a.^.d .'two=d c= t.,-,e Neutral Me^_.e= _s Cased :--.-. his view that -here was no "calasall nexus" tete:een the .-.:e=ge= c: th a Missouri Pacific Railroad Cc-ipany t"i:a?ac"? a.^.d t::e Texas and Paci=is Railroad Cc=any ("T;P") , as arprcved by t:.e _.-._e=state Co=erce Car»-aission (":CC") , and the transaction at issue he=e; namely, the consolidation of the T&P train dispatching fvnc:ions at -"c=t worth, Texas with those of t.'^.e "!oPac of=ices at Palestine and Houston, Texas, and t:Ze :zzoveazent of those f·=zct_cns to a .new facility in Spring, Texas. The Neutral Mer!:er tz:.stakenly relies on i=tzaterial facts, ignores other relevant and c_itical facts, and misapplies the prlncipl es set fort.' in New York Dock Railway-Control-3rooklvn Z'aste=.^. Dist., 360 I.C.C. 60 (1979) , af='_=eC, 609 F.2d 83 (2nd Cir. 1979) .
 The Award does not adopt the carrier's -=aiz assertion that it could have ef=ectuated this cor.so'-idat_en of se=arat_ :~? and :rip?ac train dispatching =acilities i.^, the absence o= the _CC's order approving true merger of the two railroads. .:t is well settled that rail carriers are not free to cc .: ine sepa=at_ oper ations and facilities without :CC" approval, even i= the carriers have.a parent-subsidiary relationship. 49 U.S.C. Section 5(2), recodified as, 49 U.S.C. 511343 (a) . _See, New York Cent=al Securities Corm. v. U.S., 287 U.S. 12 932) ; United States v. Lowden, 308,U.S. 229 (19391. Thus, .::e Award's heavy reliance on McPac's undocuwented ':: tent_en' to consolidate these =acil;t_=s prior to the merger is iz=a. serial . Clearly, the c^solida ticn
                                          ~n.

cou:3 not have taken place - and did :yet take place the =CC's dec'_sion authorizing the r,.erger.

        Indeed,. a critically impor tans =act which is glossed over

in the Award is the existence of the Association's sego=ate
 'schedule agreements governing the T4P train d.ispatthers and d --'-.a*
 MoPac train dispatchers. ' These separate agreements =eserre tre
 train dispatching duties to the Ts? and MoPac dispatche=s under
 their respective seniority districts. The only way the carrier
 could ef=actively disregard these agreements and implersent the
 consolidation is* through the ICUs merger approval - and even
 then it could only be accomplished through the collective
 bargaining process. New York Dock -II, Appendix III, Ari. I, Sec. 7
 Simply stated, other than the merger action, there is ao other
 vehicle ' which permits consolidation of facilities opera tad by
 different rait -pads and governed by separate, schedule agreements.
 The cause and ef=act relationship in these circu.~stances caw?_ ha=dl

 be -more clear.
Moreover, the Neutral member mistakenly agreed With the carrier's contention that its consolidation action teas based solely

 on financial and technological reasons unrelated to the merger.
 in light of this argument, the consolidation occurring after tie
 merger tsar viewed :zerely as a "happens Lance . "
        Consolidations Like t.':e one =n cues Lion here axe a? test

always motivated by a desire to inc=ense operational
 reduce costs and enhance protitabili ty. To allow a cz.,.-:-ier to
 escape his employee ,protective obligations by pointing to '.use
 Unf -·::nate?y, t::at is ,-ec:sely the result

 case.

 The deficiencies is the Award are best i==us :rated tV the

 erroneous reliance on the SouthezZ Rv.-Control-Cent=al cf Georgia Ry. case - the only authority cited in the decisional

 portion of the Award.

 The Neutral Member, in apparently adoat_Zg

 the arg%:.ment in the carrier's submission, quoted at length the initial ICC decision wh=ch~noted that the effectuation of technological improvements by the consolidated cart=ers there was ". . . too indirect and remote to be considered a result of the transaction...", and therefore the labor protective conditions did not apply. Southern Rv.-Cont=ol-Central of Georgia Rv., 317 I.C.C. 729, 732 (1963) , af:!'d'. sub sots, Railway Labor Executives' Assn. v. United States. 226 F.Sup.P. 521, (?.D.Va.),

 vacated on other grounds, 379 U.S. 199 (1964).Y

 On remand from the Supreme Court, however, the ICC

 :.codified its original decision by expanding the -!a'--or p;otectWe conditions to cover those situations which the car=cars :alt we=e outside the protections described by the ICC in the move-cuoted language. Southern Railway Co.-Control-Central of Georc_a Rv. Co. ,

 In the first sentence of the quoted paragraph, the ICC

 stated that ." (ij t is plain- under the conditions that an employee
 would be entitled to benefits if adversely affected by a coo:ci:.a_:c
 of the operations of the applicant and the Central or by the si_°;_::
 of functions from one to the other." 317 I.C.C. at 732.
 ~:thcuc:: this sentence was on? teed, from the quotation is the Award, it otviously applies to the coordination or shifting of t=air disTatc~:,g functions from the TsP to the MoPac. Of course, the protective conditions have beet considerably expanded under New Yv=k Cock _;.
 331 -.C.C. 151 (1967).

 tcntent? ons into his Award

 the :CC' s ruling on remand

 the initial decision a=-the

 the Association's position

 ICC, and which actually sup;c=is

 is tie instant case.

 Finally, the Award. Is plaizly inconsistent wit. t'.^.e lan SuaSe and intent of the New York Dock protective conditions. ::se Post merger consolidation of train dispatcher facilities involves ,.:e "consolidation of employee rosters" which is expressly covered by the :CC's decision in-New York Dock 11. 360 I.C.C. at 70, 75 2,/ Furthe=ore, both the ICC and the Second Ci=cuit Cou: : of Appeals sound that the broad te_-= "transaction" embodied the same actions covered by the term "coordination" under the Washington Job Protection Agreement (W,TPA) .' 609 F.2d at 95.3 As the Awa=d itself points out, the carrier conceded that the consolidation c-A the Mo?ac and TAP train dispatching -acilities would be a "coordin ation" under the WJPA if it had not been for t::e merger. on the basis of this concession alone, the consolidation should have bee.^. :ouzd to be a "transaction" as defined in New ":ark Dock
For the foregoing reasons, I vigorously dissent.

                    1r an a. o :ns

                    Organization member


Z/Qnfortunately, the quotation of the New York Dock ;C decision iz Award (p.13) mistakenly omits this i-icortant :e:e-ebce to ti:e consolidation of eamployee rosters.

 3/Other Arbitrators have correctly date^i::ed that the term "t; a.-.saction" should be broadly apclied to enco.-..pass those ac=ions ;?':a t constitute a "coordination" =de= .-he WJ?4. Denver s R-o Grande Westesa R. Go., and Railway Lobo= Ixecutives' Ass':., Janua.:y 9,

 Neil P. SpZers) : New York Dock Rv. Co. & 3rcoic vn -as:·rn Oatr:._ Tar-Rinal and Brotherzoo o: Lccc-:etjve =na-nears, Dece.^ce= :5, l9s