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To:

From:Date:

Subject:

Majority Counsel/Program ServicesSenator Joseph L. Bruno, Majority Leader

Senator SnJlW / "Ed Bartholomew Jr.July 5 ,2001Wolfgang Hammer

Pursuant to your request r have spoken to Wolfgang Hammer. Wolfgang indicated

that h e bri efl y spoke (0 you concerning his efforts to enter into an agr eement withthe Troy Country Club.

Wolf gang has faxed an outline of the agreement to my attention . Wolfgang isse eking in this agre ement to establish a process via card check for employees toconsider joining his union .

While the Troy Country Club is governed by the National Labor Relations Board(NLRB) and not by the NY State Process, Wolfgang is asking through thisagreement for the Troy Country Club to utilize the card check off system instead ofconducting an election .

\Volfgang is seeking your intervention/assistance in communicating this concept tothe Troy Country Club Governing Board.

J have indicated that J will speak to you concerning this request and get back to him.

The process card check versus election that Wolfgang is requesting is certainlywithin the discretion of the Country Club to accept. The key issue however is "doesthe country club desire to have unionized employees.

Jr the Club says no to this agreement, the union can take their appropriate stepsunder NLRB and seek an election. Wolfgang says he is trying to avoid this processdue to cost and time.

I .

Please advise . Thank youGOVERNMENT

EXHIBIT

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1v1EMORANDUM OF AGREEMENT

THIS AGREEMENT is made and entered into by and between T HE OUNTRY CLUB OFTROY, NEW YORK.. INC. with offices at 100 COWltJ'y Club Road, Troy, ew York 12180 (the"Employer") and the HOTEL, MOTEL & RESTAURANT EWLOYEES AND BARTENDERSUNION, LOCAL471, AFL-CIO, with offices at 368 Broadway, Saratoga Springs, New York 12866(the "Union").

1. This Agreement shall cover all regular full-time and part-time employees employed in aUfood and beverage service, housekeeping and maintenance classifications (excluding professionalor supervisory employees) or in classifications called by different names when performing similarduties (referred to hereinafter as ("Employees") at The Country Club o f Troy,New York, Inc., Troy,Ne w York, which country club is operated by or substantially under the control of the Employer. Th eterm "Employer" shall be deemed to include an y person, firm, partnership, corporation.joint ventureor other legal entity substantially under the control of the Employer covered by this Agreement, ora subsidiary or subcontractor o f the Employer, or any person, finn, partnership, corporation, jointventure or other legal entity which substantial ly controls the Employer covered by this Agreement .

2 . Th e parties hereby establish the following procedure for the purpose of'ensuring an orderly

environment for the exercise by the Employees o f their rights under Section 7 ofthe National LaborRelations Act and to avoid picketing and/or other economic action directed at the employer in theevent the Union decides to conduct an organizing campaign among Employees,

3. The parties mutually recognize that nat ional labor law guarantees employees the right toform or select any labor organization to act as the ir exclusive representat ive for the purpose ofcollective bargaining with their employer, 0 to refrain f rom such activity.

4. The Employer will take a positive pproach to unionization of Employees. The Employerwill not do any action n or m ak e any statern nt that will directly or indirectly stale or imply anyopposition by the Employer to the selec tion b such Employees of a collective bargaining agent, or

preference for or opposition to any particular union as a bargaining "gent.

5. The Union and its representatives will not coerce or threaten an y Employee in an effortto obtain authorization cards.

6. Whenever during the term o f this Agreement the Employer finds it necessary La hire newEmployees for vacancies injob classifications covered by this Agreement, Uhe Employer shall notifythe Union to reques t applicants for such vacancies. When requesting applicants, the Employer shallstate the qualifications applicants are expected to possess. The Union may furnish applicants for th ejob vacancies specified by the Employer. The Union's selection o f applicams for referral shall be ona non-discriminatory basis and shall no t be based upon or in any wa y effected by membership in the

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Union or the Union's bylaws, rules, regulations, constitutional provisions, or any other aspects o robligation of Union membership policies or requirements, or upon personal characteristics o f anapplicant where discrimination based upon such characteristics is prohibited by law. The Employeragrees that any interest demonstrated by an applicant injoining the Union shall DOt constitute groundsfor discriminatory or disparate treatment no r adversely impact the applicant's ability to be hired mythe Employer. The Employer shall be the sole judge o f an applicant's suitability, competence an dqualifications to perform the work of any j ob t o be filled.

7. If the Union provides written notice to th e Employer of its intent to organize employeescovered by this Agreement, th e Employer shall provide access to its premises and to such Employeesby the Union . The Union may engage in organizing efforts in non-public areas during Employees?non-working times (before work, after work, and during meals and breaks) and/or during such otherperiods as the parties may mutually agree upon .

8. Within ten (10) days following receipt of written notice of intent to organize Employees:..the Employer will furnish the Union With a complete list of such Employees, including both full an dpart-time Employees, showing their jo b classifications, departments and location at the Country Club,Within tw o (2) weeks thereafter, the Employer will furnish a second list o f such Employees to th eUnion. including th e addresses of all Employees . Thereaf te r, the Employer will provide updatedcomplete lists monthly.

9. Th e Union may request recognition as the exclusive collective bargaining agent for suchEmployees. The arbitrator identified in paragraph 13, or another person mutually agreed upon by th eEmployer an d the Union, will conduct a review of Employees' authorization cards and membershipinformation submitted by the Union in support o f th e claim to represent a majority o f the Employees,If that review establishes that a majority of Employees has designated the Union as the ir exclusivecollective bargaining representative or joined th e Union, th e Employer will recognize the Union es.such representative of such Employees. The Employer will no t file a petition with the National LaborRelations Board for any election in connection with any demands for recognition provided for in this ,

Agreement.

10. During the term of this Agreement, th e Union will not engage in picketing or othereconomic act ivity at the country club, and the Employer will n ot e ng ag e in a lockout o f theEmployees. This section will expire with respect to an y group of Employees upon recognition of theUnion as the representative of such Employees pursuant to paragraph 9. Notwithstanding thetermination provision above, i f the Employer recognizes any union besides Union as the exclusivecollective bargaining representative of Employees in the unit, or any part thereof, traditionallyrepresented by th e Union, this section shall terminate immediately and without notice.

11. In the event that the Employer sells, transfers, assigns. or subcontracts all or any part ofits operation or substantially all of the assets used in the operation of the country club , the Employershall give the Union reasonable advance notice thereof in writing , and the Employer further agreesthat as a condi tion to any such sale, assignment, transfer, or subcontract, the Employer will obtain

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from its successor or successors in interest a written assumption of'this Agreement and furnish a copythereof to the Union, in which event th e assignor shall be relieved o f its obligations hereunder to theextent that it has fully transferred its right , title , or interest.

12. No work traditionally performed by the Employees in th e classifications covered by thisAgreement shall be performed under any sublease , subcontract, or other agreement unless the terms

of any lease, contract or other agreement specifically states that (a ) all such workshall

be performedonly by members o f the bargaining unit covered by this Agreement, and (b) the Employer shall a t allt imes hold and exercise control o f th e terms and condirions o f employment o f such Employeespursuant to the terms of this Agreement. The provisions of this Paragraph apply to all operations