Larson Plywood Co., Inc.

National Labor Relations Board - Board Decisions

Apr 29, 1976

223 N.L.R.B. 1161 (N.L.R.B. 1976)

LARSON PLYWOOD COMPANY, INC.
Larson Plywood Company, Inc. and United Furniture
Workers of America Local 800, AFL-CIO, Peti-
tioner. Case 30-RC-2719
April 29, 1976
DECISION ON REVIEW AND ORDER
BY CHAIRMAN MURPHY AND MEMBERS JENKINS
AND WALTHER
On January 26, 1976, the Regional Director for
Region 30 issued his Decision and Direction of Elec-
tion in the above-entitled proceeding in which he di-
rected an election among the employees at the
Employer's two Sheboygan, Wisconsin, veneer and
plywood factories. In accordance with Section 102.67
of the National Labor Relations Board Rules and
Regulations, Series 8 , as amended, the Employer
filed a timely request for review of the Regional
Director's decision on the ground that its business
will soon be liquidated and that no useful purpose
would be served by holding an election.
By telegraphic order dated February 18, 1976, the
Board granted the request for review. Thereafter the
Petitioner filed a brief on review.
Pursuant to the provisions of Section 3(b) of the
National Labor Relations Act, as amended, the Na-
tional Labor Relations Board has delegated its au-
thority in this proceeding to a three-member panel.
The Board has considered the entire record in this
proceeding, including the Petitioner's brief on re-
view, with respect to the issues under review, and
makes the following findings:
The Employer, as indicated, is engaged in the op-
eration of two veneer and plywood factories. It has
been in business for approximately 96 years. During
the preceding 3 years and this year to date, the
Employer's operations have been operating at a loss.
The record indicates that these losses have been ac-
celerating. The minutes of the Employer's board of
directors meeting, held on November 15, 1975, state,
inter alia:
Discussion was had concerning the possible sale
of the corporate assets and the President was
directed to consult with the company's legal
counsel with the view of formulating a plan of
liquidation to be recommended to the stock-
holders in the event that the financial condition
of the company does not improve during the
next quarter.
As operating losses continued, an emergency meet-
ing of the stockholders and board of directors was
held on January 13, 1976, at which time the following
1161
resolution was unanimously adopted:
RESOLVED, that the corporation take immediate
steps for orderly sale of the corporation's assets
that total liquidation be accomplished within 90
days of the date of this meeting; that to the ex-
tent possible inventory be consumed in manu-
facturing process and to the extent not possible
to sell the same.
RESOLVED FURTHER that the proper officers of the
corporation be and they are hereby authorized
and directed to do and perform every and all
acts necessary or requisite to carry out the intent
of the foregoing resolution, to prepare and file
the necessary documents with the Secretary of
State, Internal Revenue Service and Wisconsin
Department of Revenue.
The Regional Director concluded that the liquida-
tion resolution could not be "relied upon with abso-
lute certainty." He further rejected the Employer's
contention that no useful purpose could be served by
the ordering of an election. Thus, the Regional Di-
rector directed an election in the appropriate unit of
the Employer's employees at its two factories. We
disagree.
Based on the foregoing facts and the record as a
whole, we find, contrary to the Regional Director,
that imminent closure of the plant herein is suffi-
ciently certain that it would not effectuate the poli-
cies of the Act to conduct an election at this time.
The record indicates that the Employer's officers
have been directed to liquidate the entire business
within 90 days, a time certain. There is no evidence
of any inconsistent action on the part of the Employ-
er nor is there any evidence that any employment
relationship will survive the liquidation. In these cir-
cumstances, including the short period of time before
the proposed cessation of the business, we believe
that no useful purpose would be served by conduct-
ing an election herein.' We shall, therefore, dismiss
the petition?
ORDER
It is hereby ordered that the petition filed herein
be, and it hereby is, dismissed.
1 Martin Marietta Aluminum, Inc., 214 NLRB 431 (1974); M. B. Kahn
Construction Co., Inc., 210 NLRB 1050 (1974); Weber Showcase and Fixture
Company, 85 NLRB 1202 (1949).
2 To insure the employees' statutory rights to an election, should the
Employer's stockholders rescind their resolution, or should the Employer
not in fact proceed under plans to liquidate its business forthwith, we au-
thorize the Regional Director to reinstate the petition and his Decision and
Direction of Election upon a proper showing by the Petitioner of these
changed circumstances. Compare Walker County Hosiery Mills, 91 NLRB 8
(1950).
223 NLRB No. 184
1162 DECISIONS OF NATIONAL
CHAIRMAN MURPHY, dissenting:
I cannot agree with my colleagues that this petition
should be dismissed. The factors on which they rely
in concluding that the Employer's liquidation may be
imminent are not conclusive and the possibility that
the Employer will cease operation is entirely specula-
tive,' as is the matter of whether the employment re-
lationship of the employees will cease should the op-
eration be sold.
Compare Cooper International. Inc.. 205 NLRB 1057 (1973). in which
the employer had submitted a copy of an executed purchase agreement
which provided for transfer of title on a date certain.
LABOR RELATIONS BOARD
It is precisely in such a period of uncertainty that
employees may wish to designate a representative to
act for them. Had an election been conducted as di-
rected by the Regional Director, this matter would
have been disposed of with dispatch and in ample
time to resolve the question of representation before
definitive action is taken by the Employer. As of the
present time, the Employer is still in operation, and
as far as we know there is ample time for the employ-
ees to express their wishes.
I would affirm the Regional Director and remand
the proceeding to him to conduct the election.