CONFIDENTIAL

MERGER AGREEMENT
Section I.

Pending approval by their appropriate governing bodies
and ratification by referenda of their memberships, the New
York State Teachers Assn (NYSTA) and the United Teachers/New
York (UINY) agree to merge into a single statewide teachers

organization.
Section II.

No later than Tuesday, 4 April 1972, the NYSTA and UTNY
presidents will each appoint one member to an arbitration
panel. The first two named v.ill select a third panel member
from a list provided by the American Arbitration Assn (AAA).

The panel will produce a draft constitution/bylaws for
the merged state teachers organization (MSTO). The panel will
have no authority to modify any principle or provision given
in Section III (below), but will by majority vote(s) establish
any(all) other item(s) in the dra:t MSTO constitution/bylaws.

The panel will transmit th: draft MSTO constitution/-
bylaws to the NYSTA and UTNY presidents no later than Tuesday,
18 April 1972, for submission to she appropriate governing

bodies as provided in Section IV (below).


'NYSTA-UTNY Merger Agreement 2

Section III.

In producing the draft MSTO constitution/bylaws, the panel

designated in Section II (above) will adhere to the following

principles and provisions.

tbe

The MSTO will retain all affiliations currently main-
tained by NYSTA and UTNY and those mandated by the
constitutions/bylaws of the National Education Assn
(NEA) and the American Federation of Teachers (AFT).
Per capita dues in the MSTO will be set at a figure
adequate to fund MSTO programs--including a fund to
defend and support teacher rights through payment of
fines of locals and individuals and authorized legal
expenses of locals and individuals arising from strike
situations--and to pay full dues in (per capita

assessments for) all affiliations.

. Recognized locals will be required to maintain unified

membership with the MSTO, the NEA and the AFT, and to

forward full per capita dues for each.

. The MSTO will guarantee that no local will be taken

into receivership or trusteeship by any parent
organization.
Locals will be required to meet minimum standards in
order to maintain their affiliation with the MSTO.
These will include, but not be restricted to: a democratic
governance structure; non-discrimination on the basis of
sex, creed, color, race or national origin; and a commit-

ment to the vigorous advocacy of the rights of all members.


NYSTA-UTNY Merger Agreement 3}

6. Membership in the MSTO will be open to and required
of anyone eligible for and admitted to membership
in a recognized local, and who pays the full per
capita MSTO dues; but anyone excluded from membershin
tn hee oe eeeeita tere Ges we
that organization will/be exempted from membership
in that national organization.

7. The highest level of governance in the MSTO will be
the referendum of the entire membership. Positions
or policies established by referendum will not be
subject to reversal or modification by any MSTO
governing body or by a subsequent referendum for a
period of at least two (2) years.

8. Some matters will not be subject to the referendum.
These will include, but not be restricted to, the
employment, assignment, promotion, discharge or
compensation of staff members; the MSTO, NEA and
AFT dues figures; and programs requiring the
expenditure of funds.

9. Other means of access to the referendum Will be
established; but one must be by petition containing
the signatures of at least ten (10) percent of the
active members, drawn from no fewer than twentyfive
(25) locals.

10. The second highest MSTO governance level will be
the Representative Assembly (RA), which will meet


NYSTA-UTNY Merger Agreement 4

ans

Leis

13.

at least once annually and at such other times as

it may be called (a) by petition of one-fifth (1/5)
of its members or (b) by a majority vote of the

Board of Directors.

Where a majority of the RA declares any item--including
part or all of the annual legislative program--an
"“amportant matter," approval of that item will require
a two-thirds (2/3) vote.

Providing that no fewer than one hundred (100)
Representatives drawn from at least five (5) Election
Districts endorse a proposed constitution/bylaws
amendment, and submit their amendment and supporting
petition to the Board of Directors at least thirty
(30) days in advance of an RA meeting, the RA will
have the authority--by a two-thirds (2/3) vote--to
amend the MSTO constitution/bylaws.

Representatives to the RA will be assigned to locals
on a one-man/one-vote basis, with one Representative
per one hundred (100) members or major fraction
thereof; but any local with fewer than fiftyone (51)
members will be entitled to one (1) Representative

if it enrols in active membership a majority of
those persons in the classroom teacher bargaining
unit who are eligible for such membership. In
addition, all members of the Board of Directors will

be at-large Representatives.


NYSTA-UTNY Merger Agreement 5

1,

15.

7.

18,

Where a local does not bring to the RA its full
complement of Representatives, its votes will be
distributed among those Representatives present;

but no Representative will be permitted to carry

more than two (2) votes or a fraction of a whole vote.
Except as otherwise stipulated in this Anveement,
roll-call votes on any matter before the RA will be
permitted only upon the call of at least one-third
(1/3) the Representatives present and voting.

The third highest MSTO governance level will be

the Board of Directors. The Board will meet at

feast four times each year, or specially when called
(a) by petition of one-half (1/2) its members or (b)
by a two-thirds (2/3) vote of the Executive Committee.
A maximum of thirty-six (36) Directors will be

elected by coll-call votes by and from Election
District caucuses of Representatives at the RA;

these District Directors will serve four-year terms,
with half their number being elected at each alternate
RA (coneurrently with the MSTO officers and At-large
Directors).

A number of At-large Directors equal to one-half (172)
the number of District Directors--to a maximum of

eighteen (18) At-large Directors on the Board--


NYSTA-UTNY Merger Agreement 6

19.

POR

will be elected by roll-call vote by and from the
RA; each of these At-large Directors will be from
a different cluster of two Election Districts,
will serve a two-year term, and will be elected
concurrently with the MSTO officers.
In addition to District Directors and At-large
Directors, the officers of the MSTO will be voting
members of the Board; and the Board will establish
separate Election Districts and assign Representative
and Director positions for members in higher
education units and private school units, and--in
proportion to per capita dues paid--for members in
the student-MSTO, the retired teacher-MSTO, and
such other units as the Board itself may recognize.
The Board will draw Election District boundaries
that are compact and contiguous; but no Election
District will be more than ten (10) percent larger
or smaller than the average-sized District. No
local smaller in size that the average-sized District
will be assigned to more than one Election District.
Where a local is larger than the average-sized
District, its Directors will be elected by
Representatives and from Election Districts

established within that local.


NYSTA-UTNY Merger Agreement ji 1

el.

Pe.

23.

24,

The fourth highest MSTO governance level will be

the Executive Committee, which will meet at least
monthly during the school year; special meetings

of the Executive Committee may be called by the
President or by peitition of one-half (1/2) its
members.

The officers of the MSTO will be voting members

of the Executive Committee; all other Committee
members will be elected by and from the Board of
Directors.

The five MSTO officers will be elected by roll-call
vote by and from the RA at alternate RA meetings

and concurrently with one-half the District Directors
and the At-large Directors; officers will be limited to
two successive two-year terms in the same MSTO°-office,
and will be required to divest themselves of any
office held in an MSTO local. within one (1) year

of assuming MSTO oiTice.

The five MSTO officers will be the: President,
Executive Vice-President, lst Vice-President, 2nd
Vice-President, an. Secretary-Treasurer. The
President and Executive Vice-President will be
elected as a team; and for a period of two (2) two-
year terms, both the President and the Executive

Vice-President must not have been officers or


'NYSTA-UTNY Merger Agreement 8

25.

26

27.

28.

29.

members of the same predecessor organization (NYSTA
or UTNY). The officers will be @81@Ib%e;,%at the
discretion of the Board, to serve the MSTO full-time.
The Executive Committee will employ staff persons,
including an Executive Director and other managerial
personnel who will supervise and evaluate subordinate
staff members and who will be directly responsible

to the President and the Executive Committee.

No staff member employed on an individual or
collective contract will be eligible for active
membership or to participate in the politics of

‘the MSTO, But a category of associatecmembership may
be established for which staff persons will be eligible.
With the approval of--and to the number established
by--the Executive Lommittee, the President may
appoint Special Assistants, who will serve at his/her
pleasure, manage his/her office, speak for and
represent him/her, and be eligible for active MSTO
membership and to participate in MSTO politics.

The name of the MSTO will be neither New York State
Teachers Assn (NYSTA) nor United Teachers/New York
(UTNY); but the names of both those predecessor
organizations will be preserved in some manner in

the MSTO constitution/bylaws.

The MSTO Board of Directors will recognize as the
MSTO local affiliate in each employing jurisdiction
the unit holding collective bargaining rights for


NYSTA-UTNY Merger Agreement

classroom teachers; where a local of the other
predecessor organization (NYSTA or UTNY) exists
without bargaining rights in a given jurisdiction,
the MSTO Board will require new elections within
a reasonable period of time for governing bodies
and officer positions in the bargaining agent,

and will encourage shared leadership in the interim.
Section IV.

1. Effective Saturday, 1 April 1972, NYSTA and UTNY agree
to form an Interim Coalition which will operate until the
final metger’ terms are approved: by the appropriate NYSTA
and UTNY governing bodies and the Interim Governance
Structure takes effect. During the period of this Interin
Coalition:

a. Neither NYSTA nor UTNY will in any way participate in
in any representational election in which one of its
local affiliates (in a K-12, higher education, public
or private system) has chaltenged a local affiliated
with the other organization for bargaining rights
currently held by that local; and further, NYSTA and
UTNY will disaffiliate any local which does so
challenge.

b. NYSTA and UTNY will cooperate in:

1) a joint legislative effort;
2) a joint political action program, including

a cooperative effort in the 1972 primary and
general elections;


NYSTA-UTNY Merger Agreement 10

3) mutual support of local affiliates in
bargaining situations;

4) issuing one or more joint publications;

5) other joint programs, including specifically
conferences throughout the State on professional,
political-lsgislative, bargaining, organizational
and other topics; and

6) holding joint mzetings of their governing
bodies in unusual circumstances.

2.-Effectiveci.Septembéry 1972, NYSTA and UTNY will establish
an Interim Governance Strvetur: (IGS) for the MSTO. All state
dues paid to either NYSTA or U!NY will be further transmitted
to the MSTO/IGS, and all G:.sbu:sementz will be made by or
through the MSTO/IGS (exce»t where otherwise required by
law). All programs operated by NYSTA or UTNY will become
programacefotheMSTO/IGS (except where precluded by law).
Governance of the MSTO during the IGS period will be by and

parallel

through joint meetings of the/NYSTA and UTNY governing
bodies; in these meetings the total number of votes held
by UTNY representatives shall bear the same ratio to the
total number of NYSTA representatives as does the total
number of UTNY members to the total number of NYSTA members
on 1 June 1972. Further, urii.g the IGS period NYSTA:and
UTNY officers will jointly and co-equally exercise the
duties appropriate to thei: ofiices, functioning as MSTO

officers.


NYS TAgMMtNY Merger Agreement 11

3.

A single statewide teachers organization, merged in all
respects, will exist as of 1 May 1973. The first meeting
of the MSTO RA will be held between 1 March 1973 and 30
April 1973. The MSTO/ZGS Boar! of Directors will announce
a timetable for the election o! Representatives to the
Spring 1973 RA. The RA wil elect MSTO officers and members
of the MSTO Board of Directors, who will assume their
positions on 1 May 1973. All :uch terms will run for a
one-year period, and will not ve subject to any limitation
or condition imposed in Section III (above); elections for
the full terms prescribed in Ssction III will be held at
the Spring 1974 RA, for which Representatives will be
elected between 1 January 1974 and 28 February 1974.

The MSTO will forward full per capita dues to all its
affiliates beginning 1 May 1973; locals will be required to
forward fuil MSTO pe® capita dues beginning 1 September 1973;
and the MSTO wiil return to each local 4/12 of any per
capita dues forwarded for NEA or AFT membership--or for
other affiliations mandated by the MSTO--for the period

1 September 1972-31 August 1973.

NYSTA and UTNY will complete the process of seaking the
approval of their appropriate overning bodies--and the
ratification by referenda of their memberships--of this
Merger Agreement prior to | July 1972.


NYSTA-UTNY Merger Agreement 12

Section V.

In addition to all provisions in the foregoing Sections,

the following agreements shall be binding on NYSTA, on UTNY

and on MSTO as their joint successor organization.

1.

The MSTO will honor all existing collective and
individual contracts between NYSTA and its employees
and UTNY and its employees; and, pursuant to these
contracts, the MSO will guarantee employment to all
persons employed by either NYSTA or UINY as of

31 August 1972.

The MSTO will assume all assets and liabilities of
NYSTA and UTNY existing as of 31 August 1972. Where
legal impediments exist (as, respecting the transfer
of restricted funds), MSTO attorneys will seek the
resolution most favorable to the MSTO.

Agreements providing equal per capita financial
support from the NEA and AFT for services to MSTO
members in New York State--and for MSTO financial
support of services to members and locals--will be
be reached prior to 1 September 1973.

NYSTA and UTNY agree, and bind the MSTO as their joint
successor organization taat:

The MSTO will maintain its affiliations with NEA and
AFT--and will pay full per capita dues for all MSTO
members to NEA and 4FT--for a period of at tegst fours
(4) years. NYSTA and UTNY further agree that if the

MSTO disaffiliates “rom NEA or AFT during this four
(4) year period--or that if the MSTO declines to transmit


NYSTA-UTNY Merger Agreement 13

full per capita dues for all MSTO members to NEA or AFT--
the MSTO will be legally bound to forward $25 per MSTO
member per year to NEA or AFT for the remainder of the
four (4) year period; however, this requirement for
liquidated damages will cease to bind MSTO if NEA or

AFT raises its per capita dues more than twenty (20)
percent beyond $25 per member per year during the four
(4) year period; and NYSTA and UTNY also agree to

jointly execute written agreements to this effect with
both NEA and AFT.

Section VI.
The issues listed in the Appendix are specifically
referred to the arbitration panel designated in Section II

(above); the panel will also resolve such other issues as are
not prescribed in this Merger Agreement.

Signed, in the City of New York, this thirtieth (30th)
day of March, 1972:

For the New York State For the United Teachers/-
Teachers Association: New York

Albert Shanker
President