20              INTL PRESIDENT FRIEND:  Oh, well, it's

         21   something to aim for.  Scott, Agenda Item 22.

         22              MR. SCHULTZ:  Agenda Item No. 22,

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          1   Committee No, 5, ratification process.  The Committee

          2   sends this motion to the Board without

          3   recommendation.

          4              INTL PRESIDENT FRIEND:  So, the Committee

          5   has debated Agenda Item 22, and essentially they have

          6   no recommendation for you, so it is on the floor, as

          7   it was originally proposed.  Is there discussion?  We

          8   are amending the Policy Manual, so, when we get to

          9   the vote, it is a majority.  Discussion on Agenda

         10   Item 22?  Mike -- I'm sorry, Gary's first, and the

         11   Mike, the dueling MEC Presidents.  Gary?

         12              MR. RICHARDSON:  Richardson, Council 66,

         13   for America West Airlines.  I'd like to thank the

         14   Committee and the delegates for accepting this as a

         15   late Agenda Item.

         16              As I had told you before when I proposed

         17   this as a late Agenda Item, at our last Council

         18   meeting, over a hundred of our members attended that

         19   meeting, carrying with them, 300 proxies, and

         20   requested that I bring this forward as a late Agenda

         21   Item.

         22              I also would like to recognize that we do

                                                                      105

          1   have members of AFA Council 66 in attendance today.

          2   Thank you for attending.  I appreciate that.

          3              What this Agenda Item contemplates, is

          4   that in the event of merger between two or more

          5   carriers, and the ratification vote for a single

          6   agreement, that that ratification vote will be taken

          7   and it will be a separate ratification vote.

          8              Each of the carriers would have a say in

          9   that ratification process.  My members feel that that

         10   would be in their best interests, that they would

         11   have an equal voice in the ratification process.

         12   It's important for the delegates to remember that

         13   single-contract negotiations, at least in this

         14   particular case, don't fall within the purview of

         15   Section 6 negotiations.

         16              Our Constitution is rather silent on that

         17   aspect.  As you know, there is a membership

         18   ratification under Section 6, but under single-

         19   contract talks, it doesn't necessarily address that

         20   in our Constitution.

         21              We need to ensure that there is a

         22   membership ratification and that members do have the

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          1   ability to ratify a single agreement, and I think

          2   that the delegates do need to take into account, that

          3   particular issue and the silence in the Constitution

          4   and Bylaws.

          5              My members -- in this particular instance,

          6   we have about 2,300 members at America West and 4,400

          7   or so at USAirways.  If you took the combined vote

          8   and a 50-percent-plus-one of that combined vote, you

          9   would have around 3,000 or so members that would be

         10   needed to cast a vote, affirmative, to accept an

         11   agreement.

         12              With America West having only 2,200 votes

         13   our members believe that their vote doesn't count.

         14   This Agenda Item allows that vote and their voice to

         15   be heard and that vote to be counted.

         16              It may be a perception issue, but it's

         17   reality for our members.  I urge the delegates to

         18   vote for this Agenda Item in the affirmative.  Thank

         19   you.

         20              INTL PRESIDENT FRIEND:  Mike and then

         21   Lynne.

         22              MR. FLORES:  Now I'm going to make a

                                                                      107

          1   speech.  I want to thank the Committee --

          2              INTL PRESIDENT FRIEND:  Could you identify

          3   yourself for the record, please?

          4              MR. FLORES:  I'm sorry.  Mike Flores,

          5   USAirways MEC.

          6              I want to thank the Committee for the

          7   consideration and time that they spent in allowing us

          8   to come and talk to the Committee and give them our

          9   views, and, you know, thank Gary.  Gary and I work

         10   very well together; we always have.

         11              This really is not an East-West issue.

         12   That's why I'm glad that the Committee actually, you

         13   know, offered it back to the Board with no

         14   recommendation, because that's where it really

         15   belongs.

         16              This is about the entire body, the entire

         17   membership in AFA, and the Committee did do the right

         18   thing by sending it back to the floor without a

         19   recommendation.

         20              I appreciate that.  It's here on the

         21   floor, because that's where it needs to be.  The

         22   Board needs to understand the consequences of what

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          1   this Agenda Item is asking.  It's my belief that what

          2   it's going to do, is cause nothing but havoc and

          3   divisiveness.

          4              No one has been merged, you know, as a

          5   verb, more than USAirways.  I mean, it seems like --

          6   I've been here since 1982, and people are still

          7   talking about Allegheny-Mohawk, literally.

          8              You know, we've gone through PSA, gone

          9   through Piedmont, Trump Shuttle, and now America

         10   West, and there was never a split vote, there was

         11   never a separate ratification on each side.

         12              I believe that the Constitution and Bylaws

         13   is silent for a reason, and, in fact, I don't even

         14   think it is silent.  It creates a voice for both

         15   sides, and that's called the Joint Negotiating

         16   Committee.

         17              Each side is represented by an equal

         18   number of members and that Committee comes together

         19   to look at the two contracts and look at the needs of

         20   both memberships and tries to work into a contract

         21   that meets everyone's needs.

         22              And that's where the voice is.  What this

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          1   Agenda Item would do -- and as an aside to that, at

          2   last year's Board, I actually put an amendment out,

          3   that passed, to increase the size of the Joint

          4   Negotiating Committees by one member on each side,

          5   because I thought, after I got into it, that two is

          6   not enough from each side.

          7              And "side" is the wrong word, but from

          8   each carrier.  And that did pass, so there will be,

          9   in future mergers, an increased Joint Negotiating

         10   Committee, which increases the voice for both

         11   carriers.

         12              What this item would do, it would give a

         13   more weighted voice to the smaller group.  And so the

         14   smaller group, then, would end up, rather than

         15   getting what they seek, which is equality, they would

         16   end up having control.

         17              Is that what we're about?  I don't think

         18   so.  I think we're about a majority.  That's the way

         19   we do things.  That's the way we ratify contracts,

         20   and this Agenda Item, if passed, would have the

         21   potential to inevitably take that process away, allow

         22   the minority to continue to stall or -- and I'm not

                                                                      110

          1   saying that's what's happening here, but it would

          2   give that smaller group, the ability to overrule the

          3   larger group or the majority, and that isn't what we

          4   want, I don't believe.

          5              And as far as single-Council/multi-

          6   Council, here's the way it works:  When a multi-

          7   Council airline ratifies a contract, we don't do it,

          8   base by base.  One base can't hold up a contract

          9   ratification vote, yes or no; it is the majority of

         10   the people that vote, that would ratify or not, that

         11   contract, and that's the way it needs to stay.

         12              We can't -- this is too dangerous to allow

         13   a system that would allow a minority group to control

         14   the process.  This is a democratic Union and we need

         15   to keep it that way, and I urge you to consider my

         16   thoughts.  Thanks.

         17              (Applause.)

         18              INTL PRESIDENT FRIEND:  Len, I had you on

         19   the list.  Pass?  Shawn?

         20              MR. FIVECOAT:  Council 93, Shawn Fivecoat.

         21   I was on the Committee for this, and we debated and

         22   hashed this thing for a good amount of time.

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          1              And I promised them that I wouldn't get up

          2   and speak on this particular issue, but I -- and I

          3   don't want to be critical in any way.  I think this

          4   is a basic communications problem.

          5              You're geographically challenged, that you

          6   have a huge group of people in the Northeast, and you

          7   have a huge group of people in Phoenix, and there's

          8   no connect between the two.

          9              We're all Flight Attendants, we all want

         10   the same thing.  I think that this problem can be

         11   solved, if there's an improvement in communication,

         12   and build trust between these two groups.  Thank you.

         13              (Applause.)

         14              INTL PRESIDENT FRIEND:  Anyone else?

         15   Gary?

         16              MR. RICHARDSON:  Yes, and thank you for

         17   those comments, and, thank you, Mike, for sharing

         18   your concerns on that.

         19              It's not about an equal issue at the joint

         20   negotiating table.  We are speaking as one voice on

         21   the joint negotiating table.

         22              This is about a ratification process for

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          1   the membership, and in that process, as you know, in

          2   our Constitution and Bylaws, we have a separate

          3   process in place, keeping the MECs separate, keeping

          4   the contract separate, keeping all aspects of the

          5   identity of the individual carrier separate, until

          6   the time that there is a ratified, single agreement.

          7              What this Agenda Item allows, is to also

          8   keep that ratification process separate.  It's not

          9   unheard of in other Unions within this country.  ALPA

         10   has a separate ratification process, not to be saying

         11   that we should be listening to ALPA, but, you know,

         12   they do have that separate ratification process.

         13              And we are talking about majority.  Each

         14   side in this merger, or each carrier in this merger,

         15   the majority of those members would decide whether to

         16   ratify an agreement or not.  So we do still speak to

         17   that majority issue.  Thank you.

         18              INTL PRESIDENT FRIEND:  Okay, Mike.

         19              MR. FLORES:  To Shawn's point --

         20              INTL PRESIDENT FRIEND:  And you are?

         21              MR. FLORES:  I am the same as I was five

         22   minutes ago, Mike Flores, USAirways MEC.  I'm sorry

                                                                      113

          1   that I always forget to introduce myself at every

          2   Board that I've been to.  I don't know why.  I

          3   apologize.

          4              INTL PRESIDENT FRIEND:  And we only do

          5   that because we have a Court Reporter and when

          6   someone reads the transcript 20 years from now, they

          7   won't know who you are, making all these brilliant

          8   statements.

          9              (Laughter.)

         10              MR. FLORES:  Ah, flattery, thank you.

         11              To Shawn's point, both MECs, I think, have

         12   tried to do a pretty good job of keeping each other

         13   informed of what's going on.  I mean, the members

         14   read each other's e-Lines quite frequently.  They're

         15   on each other's mailing lists.

         16              We've done that.  You know, this is just

         17   part of things that happen in a merger.  There are

         18   going to be differences of opinion.  The two

         19   contracts are quite diverse.

         20              United's, Gary and my commitment, and our

         21   Committee's commitment is to take the best of both

         22   contracts and then some.  I mean, that is the point

                                                                      114

          1   here.

          2              This is the first opportunity for an

          3   airline that's been in bankruptcy and an airline that

          4   would have been in bankruptcy, if this merger hadn't

          5   happened, to start to bring this profession back, and

          6   we're extremely committed to doing that.

          7              These Flight Attendants are by no means

          8   going to ratify something that contains just a few

          9   crumbs.  That is not going to happen.  But, again, I

         10   say that this is about democracy; it's about

         11   majority.  That's what has to remain, because if we

         12   allow a process to be put into place that takes that

         13   away, we are going to all live to regret it.  Thanks.

         14              (Applause.)

         15              INTL PRESIDENT FRIEND:  John?

         16              MR. McCORKLE:  John McCorkle, Council 70,

         17   LEC President, Philadelphia.  I urge the Board to not

         18   adopt this.  Thank you.

         19              INTL PRESIDENT FRIEND:  Mark?

         20              MR. GENTILE:  Mark Gentile, USAirways

         21   Council 40.  Having gone through a couple of mergers

         22   and so,  the best-case scenario is always difficult,

                                                                      115

          1   and I think this would really preclude any possible

          2   agreement of ever occurring.  It probably would be

          3   used as a filibuster, for the most part.

          4              We could have a situation in our case

          5   example.  There's probably close to 7,000 combined

          6   Flight Attendants, and at 5500, we're in favor of a

          7   tentative agreement, and were against, it would never

          8   pass, and that's not indicative of the vast majority,

          9   so I recommend this not be approved.

         10              INTL PRESIDENT FRIEND:  Lynne?

         11              MS. CARAMELLO:  Council 69, Boston.

         12   Wouldn't management just love it, if we never got

         13   together, if we never joined in unity?  I see them

         14   sitting back and each one of us fighting and never

         15   getting along and living under, for USAirways East

         16   now, this concessionary agreement, for America West

         17   living under the tragic thing that they have.

         18              I am not in agreement with this

         19   whatsoever.  Council 69.

         20              INTL PRESIDENT FRIEND:  Rob?

         21              MR. WESSINGER:  Rob Wessinger, Council 82,

         22   USAirways.

                                                                      116

          1              I strongly oppose this, although I do, you

          2   know, admire Gary for bringing his message, for

          3   bringing the message to the Board, you know, to

          4   represent his members.

          5              But I think the process has been in place.

          6   I have always said, if it's not broken, don't fix it.

          7   It's worked for all the other mergers, and I think I

          8   strongly speak against this motion.  Thank you.

          9              INTL PRESIDENT FRIEND:  Kate?

         10              MS. DAY:  Council 97.  It's your opinion

         11   about whether or not it's worked for other mergers.

         12   And while I don't believe that always -- I mean, I

         13   agree with this, in principle, because it would

         14   facilitate making sure that airlines with smaller

         15   numbers, really were considered when it came down to

         16   negotiating a ratifiable agreement.

         17              Without mentioning names, there's huge

         18   division still about the decision to quote/unquote,

         19   go for the money and give up the work rules in one of

         20   our historic mergers.

         21              I think that needs to be considered when

         22   you look at this amendment, that without this, a

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          1   negotiating committee of however large it becomes,

          2   you run the risk of not truly allowing the smaller

          3   Councils' needs to be addressed.

          4              INTL PRESIDENT FRIEND:  Gail?

          5              MS. KIM-MOE:  Kim-Moe, Aloha 54.  I speak

          6   in support of this Agenda Item.  While true that

          7   during a regular Section 6 negotiations, the majority

          8   must rule, we're talking about a merger, a merger of

          9   two equal halves coming together, and both should

         10   have equal say.

         11              I speak in support of this Agenda Item.

         12              INTL PRESIDENT FRIEND:  Does anyone wish

         13   to speak, who hasn't already spoken?

         14              If not -- Kathy?

         15              MS. DUNHAM:  Kathy Dunham, Minneapolis,

         16   Council 95.  I was here when Republic and Northwest

         17   merged, and as a senior Northwest Flight Attendant,

         18   at the time, we were -- am I allowed to say this --

         19   represented by IBT.

         20              (Laughter.)

         21              MS. DUNHAM:  And the leaders at IBT, voted

         22   to put all the Republic people on the bottom.  And I

                                                                      118

          1   said, well, I'm a Northwest person, but how would you

          2   feel if you were one of those Republic people?

          3              Just because they're smaller, doesn't mean

          4   they have less significance.  So I'm in favor of it.

          5   It's the right thing to do.

          6              INTL PRESIDENT FRIEND:  John?

          7              MR. McCORKLE:  John McCorkle, LEC

          8   President, Council 70.

          9              This is not about the needs of a smaller

         10   base.  We go back to, if you have the vast majority

         11   that want to approve a contract, and a very small

         12   minority that don't, that's not the history of this

         13   Union.  So it's not about not addressing their needs.

         14              INTL PRESIDENT FRIEND:  Diane -- I'm

         15   sorry, I'm going to let people who haven't had a --

         16   otherwise, it will be a debate between you and Gary,

         17   if I let it go that way.

         18              (Laughter.)

         19              INTL PRESIDENT FRIEND:  Diane?

         20              MS. TUCKER:  Tucker, Council 10.  I

         21   understand that this is an issue for the America West

         22   Flight Attendants, and I understand that.  I can

                                                                      119

          1   grasp that.

          2              As an organization, as I said to both Gary

          3   and to Mike, if we do not have a process in place to

          4   bring a conclusion to issues like this, that is, is

          5   anything really fair when a minority --  I mean, in a

          6   contract that is ratified, there's a minority out

          7   there who feels like they've been put upon, because

          8   the majority ruled.

          9              And this is fear-based and I understand

         10   it.  I know these people are fearful of losing their

         11   places in their homes, in their states, and being

         12   relocated.  And I understand and grasp it, but there

         13   has to be a conclusion at the end of the day.

         14              And the Constitution is not silent on this

         15   issue.  A contract that has been -- a tentative

         16   agreement is ratified by the membership, and in a

         17   merger agreement, part of that process, is that you

         18   have a merged seniority list, unless you're doing it

         19   differently.

         20              And so there is the list.  That is the

         21   constituency, and the majority of that constituency

         22   determines the outcome of the tentative agreement.

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          1   That is the principles of our Union, that is the

          2   principles behind the Constitution and Bylaws.

          3              It is not silent on this issue.  And so

          4   those are my remarks, and I speak against the -- with

          5   all due respect, Gary.

          6              (Applause.)

          7              INTL PRESIDENT FRIEND:  Anybody else?

          8   Okay, last words?  Who wants to go first?

          9              MR. RICHARDSON:  Thank you, Diane, and

         10   everyone who voiced their concerns on this.  It's not

         11   about fear; it's about what our members believe to be

         12   having an equal voice and an equal say in the

         13   ratification process.

         14              The Constitution addresses the specific

         15   language that talks -- and I'm going to do it off the

         16   top of my head, so, forgive me if I'm wrong, but it

         17   says contract ratification votes falling under

         18   Section 6 of the Railway Labor Act, will have a

         19   membership ratification.

         20              Merged agreements don't fall under this

         21   particular -- under the Railway Labor Act.  If they

         22   did, we would have the ability to strike, and we

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          1   don't.

          2              So it does need to be addressed.  There is

          3   a concern out there, but, once again, it's not about

          4   fear; it's about equality; it's about our membership

          5   having the ability to have a say in this, and that in

          6   their perception, that their vote will count.

          7              And I do encourage you to vote in favor of

          8   this Agenda Item.  Thank you.

          9              INTL PRESIDENT FRIEND:  Dory and then

         10   Mike.  Dory?

         11              MS. KLEIN:  Dory Klein, Midwest 44.  I co-

         12   signed this Agenda Item when I came to be BOD this

         13   year, but let me tell you what happened last year at

         14   BOD.

         15              We had a workshop on mergers and

         16   acquisition.  The room was packed.  They had to bring

         17   in extra chairs, so we knew we'd be talking about

         18   this; we knew we'd be looking at each other, we knew

         19   we'd be wondering who's going to align with what

         20   airline.

         21              I sat there and I looked, and I thought,

         22   oh, I'm not going to worry.  It was United with

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          1   Continental; it was Northwest with Delta.  I'm a

          2   little carrier of 386 members today as I stand here.

          3              I went home, and two months later, AirTran

          4   gave a proposal for us.  They're over a thousand

          5   members.  We have a merged seniority list that would

          6   occur.  Some of our members would go to the top,

          7   because we've been here for 23 years, compared to

          8   their lesser number of years, but our members still

          9   felt that they wanted a say.

         10              Even though we have things that protect us

         11   in the Constitution and Bylaws, I think we have to

         12   look around the room and say, what are we going to do

         13   for each other and what are we going to do together?

         14              This is a good consideration for all of

         15   us.  I didn't think it would happen to my Council.

         16   What happened, in the end result, December passed,

         17   AirTran upped the offer, and now we come to the

         18   middle of August.

         19              I'm flying on a Sunday, I come home from a

         20   trip and I find out TPG has just put in an offer.

         21   Wonderful.  They're a private investment firm.  Their

         22   biggest holder is Northwest Airlines, 47 percent.

                                                                      123

          1              So now I'm not dealing with AirTran; I'm

          2   dealing with the membership of Northwest -- thousands

          3   more.  Please to consider this.  Thank you.

          4              (Applause.)

          5              INTL PRESIDENT FRIEND:  Mike?

          6              MR. FLORES:  Mike Flores, USAirways MEC.

          7              (Discussion off the record.)

          8              MR. FLORES:  And it's hard, just like it

          9   was hard two years ago, in Palm Springs, to not focus

         10   on USAirways-America West.  It's hard not to do that,

         11   because that's what's happening, but, to me, what I

         12   beg you to focus on, is the actual policy.  Leave the

         13   principles out of it, leave the size of the carrier

         14   out of it.

         15              Focus on the one thing that Diane said,

         16   that there would never be any closure to the process,

         17   if we allowed the minority to rule.  Don't look at

         18   me, don't look at Gary, don't look at USAirways,

         19   don't look at former America West, don't look at

         20   Northwest, don't look at any other airline, but look

         21   at the policy and what it would lead to if this

         22   Agenda Item were to pass.

                                                                      124

          1              That's all I have to say.  I really

          2   appreciate your listening to me.  Thank you, again.

          3              (Applause.)

          4              INTL PRESIDENT FRIEND:  Willy?

          5              MR. AVILES:  Aviles, Council 58.  I am

          6   living proof of what can happen with mergers and

          7   acquisitions.  I was a former TWA Flight Attendant.

          8   I know most of you, if not all of you, know exactly

          9   what happened to our group.

         10              We are now stapled to the bottom of the

         11   seniority list.  We did not have a say in the

         12   process.  I speak in favor of this resolution.

         13              (Applause.)

         14              INTL PRESIDENT FRIEND:  Okay, let me

         15   clear.  This is not about the seniority merger

         16   policy.

         17              Our seniority merger policy is date of

         18   hire.  That is not what this is about.

         19              MR. AVILES:  The Constitution and Bylaws,

         20   as I understand it, does not address mergers or

         21   acquisitions in terms of this resolution.  Is that

         22   correct?

                                                                      125

          1              INTL PRESIDENT FRIEND:  No, that's not

          2   correct.  We have a whole merger policy about how do

          3   we create an integrated seniority list, how it gets

          4   implemented, how we select a Joint Bargaining

          5   Committee to negotiate a merged agreement.

          6              If people are under the impression that

          7   merged contract negotiations are not covered under

          8   the Constitution, I urge you to read the merger

          9   policy before you make a final decision on this.

         10              I just don't want there to be some

         11   misunderstanding.  I've heard a couple of comments

         12   about the seniority list.  This is not about the

         13   merged seniority lists.

         14              Date of hire is date of hire.  This has

         15   nothing to do with that.  Kate?

         16              MS. DAY:  Council 97.  I'd like to call

         17   the question.

         18              INTL PRESIDENT FRIEND:  That's in order.

         19   Is there a second?

         20              MR. GENTILE:  Council 40 seconds.

         21              INTL PRESIDENT FRIEND:  Okay, and it's not

         22   debateable.  It does require two-thirds.  If it

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          1   passes, Gary was standing at the microphone.  You

          2   pass?  Okay.

          3              All those in favor of cutting off debate

          4   and taking a vote on this item, please say aye.

          5              (Chorus of ayes.)

          6              INTL PRESIDENT FRIEND:  Opposed?

          7              (No response.)

          8              INTL PRESIDENT FRIEND:  The motion

          9   carries.

         10              Okay, we are on Agenda Item No. 22.  The

         11   Committee has no recommendation.  All those in favor

         12   of adopting Agenda Item No. 22, please say aye.

         13              (Chorus of ayes.)

         14              INTL PRESIDENT FRIEND:  Opposed?

         15              (Chorus of nays.)

         16              INTL PRESIDENT FRIEND:  The motion fails.

         17              MR. RICHARDSON:  Division of the house?

         18              INTL PRESIDENT FRIEND:  Division of the

         19   house?  If you are in favor of adopting Agenda Item

         20   No. 22, please stand, and, remember, if you're

         21   holding a proxy, to raise your hand.

         22              (Delegates stand.)

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          1              INTL PRESIDENT FRIEND:  Everybody standing

          2   up that wants to vote yes on Agenda Item No. 22?

          3              (Delegates stand.)

          4              INTL PRESIDENT FRIEND:  We'll start to my

          5   left, counting off with Gary as number one.

          6              (Delegates count and take their seats.)

          7              INTL PRESIDENT FRIEND:  Okay, if you are

          8   voting no on Agenda Item 22, please stand.  Again, if

          9   you're holding proxies --

         10              (Delegates stand.)

         11              INTL PRESIDENT FRIEND:  Again, starting on

         12   my left with Chrisie as number one.

         13              (Delegates count and take their seats.)

         14              INTL PRESIDENT FRIEND:  The vote is 21