wholly independent of the ICUs authority. Before the New York Dock Conditions are applied to a particular work transfer or consolidation, the organization must. demonstrate a causal nexus between the merger and the alleged transaction. U TU v. MC/PTC, NYD § 11 Arb. (O'Brien; 8/10/84). Unlike the transfer of work from the two MP centers into Omaha, the movement of work from Salt Lake City to Omaha is completely unconnected to the merger. Not every post merger change is a New York Dock transaction. AT~-A v. MP, NYD § 11 Arb. (Zumas; 7/31/81).

The Carriers, could have simply moved the Salt Lake City CMS to Omaha and, at a later date, consolidated the two MP centers into the Omaha office. While the latter action would be a New York Dock transaction, the initial transfer of work, separately undertaken, would be effectuated under an Implementing Agreement negotiated in accord with the February 7, 1965 Agreement. This very same situation occurred with the consolidation of PBX offices. First, in Job Stabilization Implementing Agreement W-22, dated October 28, 1985, the UP transferred eight Salt Lake City PBX clerical positions to Omaha. Next, the parties negotiated Implementing Agreement No. 25, in accord with Section 4 of the New York Dock Conditions, to cover the transfer and consolidation of MP PBX clerical functions at St. Louis with the UP Communication Department at Omaha. There is no difference between the PBX consolidation and the proposed CMC consolidation.

Since the 1982 merger, the Carriers and the Organization have executed more than 30 New York Dock Implementing Agreements. Nonetheless, they have also continued to negotiate Implementing Agreements under the February 7, 1965 Agreement. Thus, the parties recognize that not all operational changes are due to the merger.

In Section 1(a) of the New York Dock Conditions, the ICC defined a transaction as "...any action taken pursuant to authorizations of this Commission on which these provisions have been imposed." The issue presented to this Committee is whether the Carriers' proposed consolidation of crew dispatching and timekeeping functions at a new Omaha office is completely or only partially a Section 1(a) transaction. Put differently, we must decide if the Carriers may segregate the CMS consolidation (so that one segment is governed by the New York Dock Conditions while the other segment is covered by the February 7, 1965 Agreement) or if the Carriers' proposed activity is a single, integrated transaction within the meaning of section 1(a).

When it promulgated the New York Dock Conditions, the ICC adopted an expansive definition for the term "transaction." New York Dock Railway - Control - Brooklyn Eastern District Terminal, 360 I.C.C. 60 (1979). The ICC emphasized that the term incorporated not only the merger itself but also "...any future related action taken pursuant to our approval (i.e., consolidation

"... Since article I, section 4 here is intended to incorporate the full protections of sections 4 and 5 of WJPA, the term "transaction" should be redefined to set the notice, negotiation, and arbitration provisions in motion in the same situations as does the term "coordination." We also note that the broad definition is necessary in the types of transactions for which approval is required under 49 U:S.C. 11343 et sec., because the event actually affecting the employees might occur at a later date than the initial transaction, yet still pursuant to our approval (consolidation of employee rosters, et cetera)." 360 I.C.C. 60, 70.

The Second Circuit affirmed that the ICC intended "...to encompass in its definition of 'transaction' the same situations that were within the parallel term 'coordination' employed in the admitted blueprint for all current employee protective packages, the WJPA."

"The term 'coordination' as used herein means 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 operations or services previously performed by them through such separate facilities."

The definition of a New York Dock transaction is so broad that any coordination within the meaning of WJPA Section 2(a) is a subset of Section 1(a) of the New York Dock Conditions. Any manipulation of inter-Carrier operations, facilities or services which is a coordination under the WJPA is absolutely and automatically a transaction under the New York Dock Conditions. In summary, a New York Dock transaction is any activity which is a coordination

under the WJPA or any other action taken pursuant to the ICU s authorization.

In this case, the Carriers intend to establish a single CMS to administer all crew calling and timekeeping functions across the entire merged system. At the onset, we note that the Carrier does not presently maintain a CMS at Omaha. Thus, the proposed activity involves not merely the transfer of work but also the establishment of a new CMS office. Crew calling and timekeeping work will be flowing into Omaha from both UP and MP points. As a direct consequence of the proposed consolidation, MP CMS work will be permanently intermixed with UP crew dispatching work at the newly established Omaha office. The Omaha office will not merely supplant the Salt Lake City center. Rather, the consolidation is structured so that UP and MP crew calling work will become indistinguishable and interchangeable at a new, central location. In essence, the advent of the new office will convert previously separate CMS work into a fungible systemwide crew dispatching and timekeeping function.

Aside from Kansas City, crew dispatching and timekeeping work has been performed separately on the UP and MP. Once the consolidation is implemented, the complete commingling of crew management functions renders it impossible to treat Salt Lake City workers differently from the employees involved in the portion of the consolidation which both parties concur is a New York Dock transaction. If the UP was only transferring the Salt Lake City CMC to Omaha, the UP crew calling functions would remain

readily identifiable and separate from similar work on the MP. However, since the carrier is creating a new facility to perform crew management services across the merged system and UP crew calling work will no longer be distinct from MP CMS functions, it is simply not feasible to sever the consolidation into two mutually exclusive segments. The ICUs approval of the UP, MP and WP merger was designed to induce the participating carriers to achieve economies of scale by combining operations performed separately on each railroad. The ICC did not contemplate that a consolidation involving one or more of the merged railroads could be split into fragments to avoid application of the New York Dock Conditions.

The consolidation of work at Omaha is analogous to the unification of separate facilities on more than one railroad which is clearly a coordination under the WJPA. As we found at the onset of our discussion, a coordination is, by definition, a transaction within the meaning of Section 1(a) of the New York Dock Conditions. The WJPA defines a coordination as the unification "...in whole or in part..." of separate railroad facilities. The "whole" unification of CMS facilities constitutes one coordination. The language in WJPA Section 2(a) militates against a finding that the Carriers may, at their discretion, carve a coordination into multiple parts.

Furthermore, the ICC, in New York Dock, twice referred to the combination of seniority rosters as an example of a necessary consequence of a Carrier action taken pursuant to a merger

approval. The Salt Lake City CMS workers, who transfer to Omaha, will be participating in a seniority roster consolidation with MP employees at the new CMS facility.

Thus, the ICC envisioned that the proposed consolidation herein would constitute a New York Dock transaction.

Pointing to a recent transfer and consolidation of PBX offices, the Carriers contend that the UP could initially transfer the Salt Lake City CMC to Omaha and then later consolidate the two remaining centers into the Omaha office. We disagree. Section 10 of the New York Dock Conditions prohibits the Carriers from doing indirectly that which they cannot do directly. The Carriers' CMS consolidation is a single, integrated transaction. The consolidation would not lose its characterization as a New York Dock transaction merely because the carriers implement the consolidation in incremental steps. With regard to the PBX offices, the Carriers did not present sufficient evidence to show that the transfer of work, under Implementing Agreement W-22, and the subsequent consolidation, covered by Implementing Agreement No. 25, was equivalent to the complete integration of all crew calling work at a new, centralized facility. The Committee also notes that Article VIII, Section 2 of the W-22 Implementing Agreement provided that the Agreement "...will not be cited as a precedent in future situations."

The Committee emphasizes that its holding on the issues herein is narrow. We cannot foresee all the possible operational changes that the Carriers might accomplish in the future. These

matters should be handled on a case by case basis. As in the past, some intra-railroad actions, divorced from a concurrent or later New York Dock transaction, would fall solely within the ambit of the amended February 7, 1965 Agreement. Suffice to say, the proposed consolidation herein cannot be divided into a New York Dock transaction and an operational change under the February 7, 1965 Agreement.

Looking at the second question at issue, the Carriers' intent to implement a transaction triggers the notice, negotiation and, if necessary, arbitration procedures set forth in Section 4 of the New York Dock Conditions. Absent an agreement to the contrary, an Implementing Agreement must be in place before the Carriers may consummate the proposed CMS consolidation. The parties are free, of course, to mutually agree to extend the time limits set forth in Section 4 of the New York Dock Conditions.

AWARD AND ORDER