Merger Agreement vs. SMART Constitution

Editorial by Roger Griffeth

Top Story, UTU Web site, July 9, 2007

Merger ballots in mail July 17

"Members will receive, at their home address, a package that includes a ballot, the merger document, detailed voting instructions, a video on CD disk explaining the merger, a special edition of UTU News, a letter from International President Paul Thompson, and a letter from AFL-CIO President John Sweeney."

"The Merger Document"??? 

I am reminded of a quote used by a good friend of mine when he becomes puzzled and can't figure out a rational explaniation for something he thought he knew the answer to:  "What in the Hell is Going on Here?

First, we started off with a "Merger Agreement" now we have a "Merger Document"?  "What in the Hell is Going on Here?

Merger Agreement:

The "Merger Agreement" is intended only to serve as a vehicle for uniting the SMWIA and the UTU into a new labor union. The "Agreement" only serves as a starting point to finalize the exact language of what will become the controlling document of the two organizations or as we will then call it - the SMART Constitution.

To all those that have committed yourself to vote for the SMART merger, forget about what you think you know, forget about what others have told you they want you to know, and redirect your attention to what you don't know about the merger.  

To help you focus directly on the issues, I need you to pretend that you are a stockholder of a business that sells art. Pretend that the future of this  business, and your investment in the company, depends on the continued success of this business's ability to win major art contests. 

Pretend that you hired a manager to run this art business to look after your investment and for years he told you that everything was wonderful and that you had nothing to worry about.

After years of neglecting the proper adminstration or your business this manager decides it's time to retire.  Not only is he going to retire, but now he decides to tell you that the business is going under and that without selling the company, your investment is going to be flushed down the toliet.

In order to cover-up exactly how bad the situation really is, behind your back the man you hired to protect your interests has been conspiring with another business to help him out after the companies have been merged. 

From all appearances the other business is compatiable in the sense that they also have an art department.  Even though they produce different types of art for their stockholders, they can make room for a company that produces good art, but has poor managers. 

The other comapny agreed to help with the understanding that if the assets of his business were going to be used to protect your investment, that his company would determine how your business would be conducted.  Two provisions, 1) your company would be permitted continue producing art, 2) the stockholders must agreed to relinquish adminstrative control and 3) a merger of the two businesses would be required to take place.

Understanding that stockholders don't like to read and sort out details, they decided that the merger would be presented as a concept, rather than submitting the actual business plan. Both experienced artists, they decided to do what they do best. The two managers got together and drew up a sketch of what the two businesses would look like if the merger took place. They would call the drawing the "SMART Merger Agreement".  This is what it looked like: 

 

A special meeting of all the other lower level business managers was held and the drawing was discussed as the draft was passed around for examination.

All the other business managers were told that the drawing represented a sketch of what could become the next "Mona Lisa" in the art world.  The final version would be a drawing of a beautiful young lady of class and wealth and would be called the "SMART Constitution".

Some of the managers felt the drawing did not have enough defining details to demonstrate exactly what the final drawing would be and were not convenced that this basic sketch would be good enough to win the approval of the stockholders.

"Others" agreed right away without the need to examine the quality of the drawing or the intent of the final version.

While some of the other managers felt they could produce a final drawing worthy of consideration and that the two businesses need not merge, the final decision was that all felt it was in their best long-term interest to support the consolidation of the two companies.

However, none of the managers felt that they could go to the stockholders with the basic drawing and expect them to understand that the drawing had enough detail to make a decision. 

If the stockholders were to be asked to support the merger more details would need to be added to the drawing.

The meeting was adjourned, and during break the cheif artists of both businesses worked on the sketch and came-up with a second drawing. 

 

The managers were all called back in the next day and the second drawing was revealed.  All the managers loved the drawing and even those that felt they could have produced a better drawing decided this drawing was the best to take to the stockholders.

All the other artists were told that the the second draft might be final drawing but only if the final product didn't conflict with any other drawings in their existing inventory.

At the meeting the managers were told that they had two choices regarding the method of how the two companies could be merged.  1) They could let the original sketch go to an art convention in August and let experienced artists judge the drawing, or 2) they could let the unexperienced stockholders and vote on what the sketch might look like.    

It was agreed that since the final drawing could not be completed until after the stockholders voted and that the artists at the convention might want to see the final drawing before they voted, voting the stockholders was the best of the two options.  For now, all they needed to know was who the managers from their company would be, who would get paid and how much.

After the plan to merge the company was agreed upon, each manager was given a copy of the first draft and each manager was free to distribute copies. Each agreed that would show the first sketch and encourage the stockholders to think the final version of the drawing could be a masterpiece if they would vote to let the final version be painted in advance.     

The story of course is my version of the proposed merger between the UTU and the SWMIA. 

Take another look at the first drawing the "Merger Agreement".  The drawing represents at best sketchy details of what two people think would be a good way to put the UTU out of business by allowing it to stay in business under new name.

Now look at the second sketch with a few more details added.  Does the picture appear to more exact in the final message as to what the final drawing might look like?  Can you see why the Board of Directors liked the concept? 

While the drawing appears to be clear, two messages are being presented in the same drawing.  In a similar fashion, the merger is being presented as a "new union", with seemingly "two Constitutions" that govern.  

Let's assume that the stockholders reluctantly vote and decide to merge the UTU with the SMWIA based on what they are told by the PR people and those people they trusted to see the "big picture" in their behalf. 

Further, assume that the two companies did merge.   All the new managers are hired, and the stockholders get ready for bigger and better returns on their investments. Everyone is happy!

However, on January 1, 2008, things start falling apart.   All the sudden the stock prices starts falling and people start to panic looking for other investments. All the lines that were once clear in the drawing started to take on a different meaning. Rather than the second version, you finally saw the final version they referred to as the "SMART Constitution".  What do you see now?

Scrambling around trying to figure out what went wrong, the stockholders go back to the those that had told them what a wonderful drawing this was suppose to be. After searching the company's headquarters most of the managers couldn't be found, they had cashed in their pensions and had left the building.

What Went Wrong?  You trusted your leaders but didn't take time to verify the conflicting messages in the drawings. Was the old lady actually in all three drawings?  Let's review.

Look again at the first drawing:

Again, the second drawing.

If you don't see old lady right away, focus on what you this is the young lady's ear. Then think of it instead as an old lady's eye.  Look at the young lady's chin and jaw bone, and think of it as the old lady's nose.   Look at the necklace around her throat and think of it as the old lady's mouth? You should be able to see a picture of the old lady with her chin pressed against her chest, somewhat depressed looking, with her head pointed downward. Now do you get the big picture? 

If you look hard enough you can see the old lady in the first drawing.

The UTU web site has a number of testimonies from   international officers, general chairmen, and state directors that saw the young lady in the picture and the benefits of the merger.  Apparently they didn't even consider that an old lady was being disguised to look like something different?

I asked one of MAC's members to look over this editorial to see if he could see the old lady in the picture.  I asked him to tell me what message I was trying to present to the members, this was his response"

Roger, I believe your point is that things, as well as ideas, promises etc. are often not as they first appear.   What we want to believe and our hopes for the future often cloud or replace logical and rational thinking.  Better to go slow and be sure of making the best decision based on the best infomation available rather than just jumping in with only a prayer and a gamble.  The economic and social results from making the wrong, but easy decision may never be fixable.  Whenever I feel pressure to make an important decision quickly, I always slow down and am even more careful.  I have never been sorry yet.   The UTU officers in charge act like there is no possible downside to the merger.  If it is so wonderful, so needed etc. then why didn't they want it years ago.  If it walks, talks and looks like a duck, it is problably a duck.

My name is Roger Griffeth, I am a disabled member seeking the office of UTU President.   I aways sign my name to my messages because I believe in myself and the future of rail labor.

If elected I will always show the stockholders the young lady in every picture and I will carefully point out the possibility that an old lady resides in every adventure.  

If the UTU is to survive we must first admit that the old lady in the picture was our elected leaders' contribution to the drawing, with our approval.  We must also understand that while others may try to make our old lady appear to be something she is not, it is our responsibility to perform the make-over, rather than depending on others to paint an unrealistic picture of our future. I can resurrect the UTU, make it stronger, but only if you want it happen.