instrument says the union shall designate them, and (2) that the union itself, namely, the membership, at no time designated the Conference Committee as the proper Committee to make the appointments. The union as a party to this instrument never did, so far as this record shows, interpret the contract and adopt a resolution which would bargain away, or give away, its power to designate these trustees.
Furthermore, this is not a private contract between private parties where their own interpretation governs. It is in the nature of a public contract permitted, if not actually enjoined, by law for the benefit of the employees and their dependents. The employers have no interest in the Fund except to see that it is properly administered, and for this purpose they name co-trustees.
Since this is a trust conforming to the provisions of the Labor-Management Relations Act of 1947, 29 U.S.C.A. § 186, there is no restriction on who can serve as a labor trustee of this Fund, if such trustee is properly designated by the union itself. While it might be desirable that the executive officers of the union should not act as officers of the Welfare Fund because it might lead to abuses, such as political pressure and favoritism, there is nothing in the Act which prohibits such officers from acting as trustees of the Fund. Perhaps Congress had in mind the fact that as trustees they would be subject to the high standards applicable to fiduciaries under the general law of trusts.
Because we have arrived at the conclusion that none of the purported labor trustees, either those named by the Conference Committee or the president, are in fact the proper appointees of the union and that their offices are vacant, we believe that this Court has inherent power to appoint trustees to serve until such time as the membership of the union itself elects new trustees. However, we shall not exercise this power because of the stipulation referred to above which, with the approval of the Court, gives certain of the trustees permission to operate the Welfare Fund until this matter is finally determined.
The union constitution provides for regular meetings of the members to be held Friday evening of each week, presumably because it is a most convenient time.
Accordingly, we shall retain jurisdiction and enter an interim order directing the union to hold a meeting for the purpose of electing two trustees of the Welfare Fund who shall qualify and serve with the employer trustees who are now in office and their successors. The meeting shall be held at a convenient time, not less than 20 or more than 60 days from the date of this order. The time, place and purpose of the meeting shall be advertised in the three newspapers of general circulation in the City of Philadelphia and a copy of the advertisement shall accompany the notice of the meeting sent to each member of the union, which latter should state the special purpose of the meeting. At this meeting, all four of the present purported union trustees -- defendants in this case -- may be nominated for the office of trustee of the Welfare Fund. Nominations from the floor shall also be permitted. Each member of the union shall be entitled to vote for two and the two nominees receiving the highest number of votes shall be the designated trustees and shall be duly certified as such.
The person who acts as secretary of the meeting shall file, under oath, with the Court, a written return certifying as to the list of candidates and the number of votes cast for each, the fact that the notices were sent to the membership, that the meeting was advertised and attach proof thereof, and a copy of the advertisement and the notice.
Counsel shall submit an appropriate form of order.
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