from the Iowa District Court for Polk County, Jeffrey D.
employee union appeals summary judgment dismissing action to
enforce alleged collective bargaining agreement.
Charles Gribble and Christopher Stewart of Parrish Kruidenier
Dunn Boles Gribble Gentry Brown & Bergmann, L.L.P., Des
Moines, and Nathan Willems of Rush & Nicholson, Cedar
Rapids, for appellant.
T. Tice of Ahlers & Cooney, P.C., Des Moines, for
appeal, we must determine whether the Iowa Board of Regents
and a public employee union entered into an enforceable
collective bargaining agreement. The fighting issue is the
validity of an agency rule that requires the Board to meet to
vote to accept a tentative voluntary agreement ratified by
the union before the contract becomes effective. The
parties' negotiations are governed by the Public
Employment Relations Act (PERA), Iowa Code chapter 20, and
rules promulgated by the Public Employment Relations Board
(PERB). Iowa Code section 20.17(4) (2017) provides that
"[t]he collective bargaining agreement shall become
effective only if ratified by a majority of [union members]
voting by secret ballot." This statute makes no mention
of requiring the public employer to vote to ratify the
agreement, but a related statute generally requires final
action to be conducted in an open meeting. Iowa Code §
21.5(3). In 1976, PERB enacted Iowa Administrative Code rule
621-6.5 to implement the voting requirements for both the
employer and union. The union and Board had each voted to
ratify their voluntary collective bargaining agreements
consistent with that rule in 2009, 2011, and 2015. However,
in 2017, the Board did not vote to approve the proposed
agreement ratified by the union.
union filed this action under Iowa Code section 20.17(5) to
enforce the collective bargaining agreement. The Board moved
for summary judgment, relying on rule 621-6.5(3). The union
argued the agency rule was invalid because it imposed a
ratification requirement not included in section 20.17(4).
The district court, reading chapter 20 and 21 together,
upheld the validity of the agency rule and granted summary
judgment dismissing the union's enforcement action. The
union appealed, and we retained the appeal.
review, for the reasons explained below, we hold PERB acted
within its statutory authority in promulgating rule
621-6.5(3), which has the force of law. The legislature
expressly granted PERB rulemaking and interpretive authority.
Chapters 20 and 21 are interrelated and must be construed
together. Rule 621-6.5 implements ratification voting
requirements for both the Board and the union. The district
court correctly applied rule 621-6.5(3) to hold the parties
had no enforceable collective bargaining agreement without
the Board's vote to ratify it. Accordingly, we affirm the
summary judgment dismissing this action.
Background Facts and Proceedings.
Employees International Union, Local 199 (SEIU) represents
approximately 3500 employees of the State of Iowa who work at
the University of Iowa Hospitals and Clinics (UIHC). The UIHC
is governed by the Iowa Board of Regents. Iowa Code §
262.7(1). The Board consists of nine members appointed by the
Governor. Id. §§ 262.1-.2. The Board meets
periodically to "adopt rules and policies having
general application to the institutions subject to its
governance," including the UIHC. Iowa Admin. Code r.
681-11.1(5); see also Iowa Code § 262.9(3). The
Board, when acting as a public employer, has discretion to
retain attorneys to "carry out collective bargaining
and related responsibilities provided for under chapter
20." Iowa Code § 262.9(16). The Board is subject to
the open-meetings requirements of Iowa Code chapter 21.
Id. §§ 21.2(1)(a), .3.
and the Board negotiated voluntary two-year collective
bargaining agreements in 2009, 2011, and 2015. In each of those
years, the Board formally voted to approve the collective
bargaining agreement after the ratification vote by
SEIU's membership. The agreement negotiated in 2015
expired by its terms on June 30, 2017.
fall of 2016, the Board and SEIU began negotiating a new
agreement to begin on July 1, 2017. SEIU selected James
"Jim" Jacobson as its lead negotiator, and the
Board chose Michael Galloway as its lead negotiator. Jacobson
and Galloway met on October 10, 2016, to discuss a timeline
for the upcoming exchange of offers and ensuing negotiations.
The Board met on October 20 and went into a closed session to
discuss collective bargaining strategy with counsel and
institutional representatives. The Board did not vote to
approve any bargaining agreement during this closed session.
November 29, Jacobson and Galloway exchanged initial
bargaining proposals. They met again on December 8 and 14 to
discuss the initial proposals and exchange additional
proposals. At the
14 meeting, Jacobson presented SEIU's counteroffer.
Galloway made clear to Jacobson that any terms they set at
the bargaining table would have to be approved by the Board
and that Galloway would have to "sell it" to the
Board. Galloway canceled bargaining sessions scheduled for
January 5 and 12, 2017.
January 9, Galloway copied Jacobson on an email to the PERB
reporting the status of the parties' negotiations.
Galloway's email explained that the Board would soon be
extending its final offer:
We will be giving the union a final offer in writing this
week. Jim is correct that we cancelled the 5th so that I
could visit with the Board and the hospital regarding my
financial authority. I am having surgery on the 11th so I
can't make the 12th.
Our final offer will contain all the financial authority I
will have. If it is not acceptable, then we should just
schedule mediation. Thanks[.]
January 10, Galloway emailed Jacobson and attached the
Regents' final offer accompanied by this explanation:
Please find attached the Board of Regents' final offer to
SEIU. The offer includes all the items we had agreed
previously upon during negotiations. I believe this offer
represents a substantial increase to the inpatient nurses and
is a fair offer to the other members of the bargaining unit.
This offer contains all the financial authority we have from
the Board of Regents. Please let us know if this offer is
If the offer is not acceptable, we will need to schedule
mediation during the week of January 30th.
cover page of the January 10 offer stated, "This is a
package proposal and must be accepted or rejected in its
entirety." Yet the cover page also noted, "The
[Board] reserves the right to add to, delete from, and/or
revise this proposal."
January 17, Jacobson called Galloway to ask whether better
terms were available on the Weekend Option Program for nurses
and a probationary period for new employees. The next day,
Jacobson followed up by email to ask if Galloway had spoken
to the Board about those matters. Galloway responded that he
did "not have a response." However, Galloway
foreshadowed headwinds for the Board's ultimate approval
of the pending proposal:
I know UIHC would be much more comfortable leaving the
probationary status current contract and maintaining our
position on weekend option. That being said, the biggest
issue now is that the Regents have heard rumors regarding the
position AFSCME has taken with the State. It is my
understanding that the Union's offer was dramatically
lower than 2% and increased the insurance contributions.
I understand these are different units, but there will be
grave concerns regarding our offer once it is
received/understood by the Governor's office. I knew this
could become an issue and was hoping to avoid it by getting
this contract completed quickly.
January 25, Jacobson emailed Galloway to inform him SEIU had
accepted the Regents' final offer, stating,
I left you a voicemail earlier today. But I thought I better
put it in writing. SEIU has agreed to the terms of the
[Board]'s final offer sent via email on January 10, 2017.
SEIU will hold a ratification vote as quickly as possible and
let you know the results.
Please contact me regarding drafting a final, clean version
of the document.
January 31, Galloway spoke with Jacobson on the phone and
"informed him that there was not an agreement to be
ratified and that the parties need[ed] to continue to
bargain." Galloway did not expressly withdraw the
Board's January 10 offer. On February 1, Jacobson sent
Galloway an email clarifying SEIU's position,
In light of our conversation yesterday, I wanted to recap the
situation in which SEIU, as the legal representatives of
approximately 3, 500 health care professionals, and the Board
of Regents find themselves.
On January 10, 2017 you sent SEIU, as the chief negotiator
for the Board of Regents, a final contract offer.
On January 25, 2017, SEIU accepted the offer with both a
voice message and an email message.
On January 31, during a telephone conversation, you and Tim
Cook informed me that the Board of Regents believed the
parties had not, in fact, reached an agreement.
As I said yesterday, SEIU plans to hold its ratification vote
in the very near future. I will inform you of the results.
Please let me know if the Board of Regents' position
February 8, Jacobson emailed Galloway to inform him of
SEIU's ratification vote,
SEIU, Local 199 ratified the tentative agreement the parties
reached on January 25, 2017. The vote was held February 7,
2017 with 98.6 percent of the voters in favor of accepting
the agreement. Please let me know if you have any questions.
February 9, House File 291 was introduced in the Iowa House
of Representatives. H.F. 291, 87th G.A., 1st Sess. (Iowa
2017). House File 291 made significant amendments to PERA by
substantially limiting the number of mandatory bargaining
topics for most public employees, including the employees in
SEIU's bargaining units. The Governor signed House File
291 into law on February 17, and the amendments took effect
immediately. 2017 Iowa Acts ch. 2 (codified in part at
Iowa Code ch. 20 (2018)).
the Board had publicly voted to approve the collective
bargaining agreements after SEIU's ratification votes in
2009, 2011, and 2015, the Board held no such vote to approve
the 2017 agreement. The Board met on March 8 to discuss and
vote to accept a collective bargaining agreement with the
faculty union of the University of Northern Iowa. The Board
did not consider or approve the SEIU agreement at this
March 10, SEIU filed this action in district court pursuant
to Iowa Code section 20.17(5) to enforce the collective
bargaining agreement. SEIU alleged that the terms in the
Board's January 10 offer became a valid collective
bargaining agreement upon SEIU's ratification vote. The
Board filed a preanswer motion to dismiss, contending that no
valid collective bargaining agreement existed to enforce
under section 20.17(5). The Board relied on the rule
promulgated by PERB that requires a public employer to accept
or reject a tentative agreement before the agreement becomes
effective. Iowa Admin. Code r. 621-6.5(3). The Board argued
the court lacked subject matter jurisdiction without a
contract to enforce. SEIU resisted the motion to dismiss,
arguing rule 621-6.5(3) is invalid and that the agreement
became effective when ratified by vote of the union's
members under Iowa Code section 20.17(4). The district court
denied the Board's motion to dismiss, concluding the
court had subject matter jurisdiction to determine whether
the parties entered into an enforceable agreement.
Board and SEIU filed cross-motions for summary judgment. The
Board relied on rule 621-6.5(3). SEIU argued the Board's
offer was never withdrawn and that rule 621-6.5(3) is invalid
because it added a requirement of a vote by the public
employer that is not imposed by the controlling statute, Iowa
Code section 20.17(4). The district court rejected SEIU's
challenge to the validity of rule 621-6.5(3). The district
court noted the Board is subject to the open-meetings and
public-voting requirements of Iowa Code chapter 21 and that
section 20.17(4) contains no language divesting the Board
"of the ability to meet and approve a contract that is
negotiated by its representative and the union. PERB's
rule merely spells out when and how that will occur."
The court concluded PERB had the statutory authority to
promulgate rule 621-6.5(3). The district court applied that
rule to grant summary judgment in favor of the Board stating,
"Because the Board of Regents did not approve the
tentative contract, there is no executed contract." The
district court denied SEIU's motion for enlarged findings
and dismissed SEIU's petition. SEIU appealed the district
court ruling, and we retained the appeal.
Scope of Review.
review a summary judgment ruling for correction of errors at
law. Peak v. Adams, 799 N.W.2d 535, 542 (Iowa 2011).
"Summary judgment is appropriate if there are no genuine
issues of material fact and the moving party is entitled to
judgment as a matter of law." Emp'rs Mut.
Cas. Co. v. Van Haaften, 815 N.W.2d 17, 22 (Iowa
2012). "We view the evidence in the light most favorable
to the nonmoving party." Luana Sav. Bank v.
Pro-Build Holdings, Inc., 856 N.W.2d 892, 895 (Iowa
2014). "The court must consider on behalf of the
nonmoving party every legitimate inference that can be
reasonably deduced from the record." Thornton v. Am.
Interstate Ins., 897 N.W.2d 445, 460 (Iowa 2017)
(quoting McIlravy v. N. River Ins., 653 N.W.2d 323,
328 (Iowa 2002)).
decide whether the district court erred by granting the
Board's motion for summary judgment dismissing SEIU's
petition to enforce the 2017 collective bargaining agreement.
The fighting issue is the validity of Iowa Administrative
Code rule 621-6.5(3). We conclude the district court
correctly ruled PERB had the statutory authority to
promulgate rule 621-6.5(3) and properly granted summary
judgment dismissing SEIU's action to enforce a contract
the Board never voted to approve.
legislature empowered PERB to adopt rules as the agency deems
necessary to carry out the purposes of chapter 20. Iowa Code
§ 20.6(5). The validity of an agency rule is a question
of law. City of Des Moines v. Iowa Dep't of
Transp., 911 N.W.2d 431, 440-41 (Iowa 2018).
"Ordinarily, state agency rules are given 'the force
and effect of law.'" Id. at 440 (quoting
Stone Container Corp. v. Castle, 657 N.W.2d 485, 489
(Iowa 2003)). The "rule is 'presumed valid unless
the party challenging the rule proves a "rational
agency" could not conclude the rule was within its
delegated authority.'" Id. at 439 (quoting
Meredith Outdoor Advert., Inc. v. Iowa Dep't of
Transp., 648 N.W.2d 109, 117 (Iowa 2002)). "[T]he
power of the agency is limited to the power granted by
statute." Id. (quoting Brakke v. Iowa
Dep't of Nat. Res., 897 N.W.2d 522, 533 (Iowa
2017)). "Thus, if the rules adopted by the agency
'exceed the agency's statutory authority, the rules
are void and invalid.'" Id. at 441 (quoting
Wallace v. Iowa State Bd. of Educ., 770 N.W.2d 344,
348 (Iowa 2009)).
do not defer to the agency's interpretation of its own
statutory authority to issue a rule unless 'the
legislature has clearly vested that interpretation in the
agency.'" Id. at 439 (quoting
Brakke, 897 N.W.2d at 533)). We recently invalidated
the department of transportation's rules regulating
placement of automated traffic enforcement equipment on
interstate highways because that agency lacked the statutory
authority to promulgate such rules. Id. at 450. We
noted the legislature had not given that agency interpretive
authority. Id. at 439.
contrast, the legislature in 2010 "amend[ed] Iowa Code
section 20.6 to expressly grant PERB authority to
'[i]nterpret, apply, and administer' the provisions
of Iowa Code chapter 20." AFSCME Iowa Council 61 v.
Iowa Pub. Emp't Relations Bd., 846 N.W.2d 873, 878
(Iowa 2014) (quoting 2010 Iowa Acts ch. 1165, § 6
(codified at Iowa Code § 20.6(1) (2011))). Accordingly,
we give deference to PERB's interpretation of chapter 20
as to its statutory authority to promulgate rule 621-6.5 and
will uphold PERB's interpretation unless it is
"irrational, illogical, or wholly unjustifiable."
Id. (quoting Iowa Code § 17A.19(10)(l)
PERB is not a party to this case, SEIU may challenge the
validity of rule 621-6.5(3) in this action. Jew v. Univ.
of Iowa, 398 N.W.2d 861, 864 (Iowa 1987) ("A party
aggrieved by application of an administrative rule may
challenge its validity in an independent action where the
rule is sought to be applied.").
6.5(3) Acceptance or rejection by public
employer. The public employer shall, within ten days of
the tentative agreement, likewise meet to accept or reject
the agreement, and shall within 24 hours of the acceptance or
rejection serve notice on the employee organization of its
acceptance or rejection of the proposed agreement; however,
the public employer shall not be required to either accept or
reject the tentative agreement if it has been rejected by the
Admin. Code r. 621-6.5(3). The ten-day deadline does not
apply to the Iowa Board of Regents. Id. r.
amended and reenacted Iowa Administrative Code chapter 6 in
2016, including rule 621-6.4(3) (now renumbered to
621-6.5(3)). At that time, PERB had express
interpretive authority from the 2010 amendments to Iowa Code
section 20.6. See Iowa Code § 20.6(1) (2016))
(noting that PERB shall "[i]nterpret, apply, and
administer" Iowa Code chapter 20).
challenge to rule 621-6.5(3) is straightforward. SEIU argues
this rule is invalid because it adds a requirement for
ratification by Board vote that is not found in the
controlling statute, which provides,
The terms of a proposed collective bargaining agreement shall
be made available to the public by the public employer and
reasonable notice shall be given to the public employees by
the employee organization prior to a ratification election.
The collective bargaining agreement shall become effective
only if ratified by a majority of those voting by secret
Iowa Code § 20.17(4) (2017).
necessarily construed section 20.17(4) to permit rule 621-
6.5(3), the rule promulgated by the agency to implement that
Code section. Under our standard of review, we will not
reverse PERB's interpretation unless it is
"irrational, illogical, or wholly unjustifiable."
AFSCME Iowa Council 61, 846 N.W.2d at 878 (quoting
Iowa Code § 17A.19(10)(l)). Under this
deferential standard of review, we decline to reverse
PERB's statutory interpretation. We reject SEIU's
20.17(4) expressly requires the union to ratify the proposed
collective bargaining agreement without requiring a
ratification vote by the public employer. SEIU's
challenge is facially compelling if the statute is read in
isolation. But SEIU's myopic focus on that provision
alone must yield to our requirement to read related statutes
together and harmonize them if possible. See Iowa
Code § 4.7 ("If a general provision conflicts with
a special or local provision, they shall be construed, if
possible, so that effect is given to both. If the conflict
between the provisions is irreconcilable, the special or
local provision prevails as an exception to the general
provision."); Kolzow v. State, 813 N.W.2d 731,
736 (Iowa 2012) ("If more than one statute relating to
the subject matter at issue is relevant to the inquiry, we
consider all the statutes together in an effort to harmonize
them." (quoting State v. Carpenter, 616 N.W.2d
540, 542 (Iowa 2000)). Our broader analysis shows the rule
does not create a new public employer voting requirement
omitted from the Iowa Code. To the contrary, rule 621-6.5(3)
merely implements statutory voting requirements found in
related Code sections for unions and public employers alike.
chapter 20 and chapter 21 govern public employers. As the
district court correctly concluded, the Board is subject to
the open-meetings and public-voting requirements of Iowa Code
chapter 21. Iowa Code §§ 21.2(1)(a), .3;
id. § 262.8. "Final action [by the Board]
on any matter shall be taken in an open session unless some
other provision of the Code expressly permits such actions to
be taken in closed session." Id. §
21.5(3). Final action includes approval of employment
contracts with public employees. See Hutchison v.
Shull, 878 N.W.2d 221, 237 (Iowa 2016) (holding county
board's deliberations on employee reorganization plan
were subject to chapter 21 open-meetings requirements). The
statutes are linked by the cross-reference in section
20.17(3), which provides that certain negotiation and
strategy discussions may be conducted in closed session while
chapter 21's open-meetings requirements apply to other
aspects of collective bargaining.
with public entities are unenforceable when executed without
proper approval or compliance with statutory requirements.
City of Akron v. Akron Westfield Cmty. Sch. Dist.,
659 N.W.2d 223, 225-27 (Iowa 2003) (per curiam) (holding
contract with city is void without formal vote required by
statute); City of McGregor v. Janett, 546 N.W.2d
616, 620 (Iowa 1996) ("This court has long held that
acts by individual members of a public body . . . [are not
binding] unless officially sanctioned in accordance with the
statute."); see also Hutchison, 878 N.W.2d at
237-38 (noting "Iowa Code section 21.6(3)(c)
allows the district court to void any action taken by the
board" and directing district court on remand to
consider whether subsequent board approval vote "cured
any violation of the open meetings law").
open meetings law is intended to safeguard free and open
democracy by ensuring the government does not unnecessarily
conduct its business in secret." Hutchison, 878
N.W.2d at 237. Requiring public, open votes to approve
government contracts serves that goal. Formal contract
approval requirements also protect taxpayers. City of
Akron, 659 N.W.2d at 225. "[I]t would be a bad idea
to frustrate those requirements." Id. at
225-26. Those who negotiate or enter into contracts with
government entities are charged with knowledge of the
requirements of a public vote. See id. at 225.
this backdrop, we conclude the district court correctly
determined that PERB acted within its statutory authority by
promulgating rule 621-6.5 to implement public-voting
requirements for the Board, as codified in chapter 21, as
well as the union membership secret-voting requirements, as
codified in section 20.17(4). The district court reasoned,
[P]ublic boards and commissions are required to provide
notice to the public and meet before voting on any action
within the scope of its duties. See generally Iowa
Code ch. 21. Section 20.17 does not contain any language to
suggest that a public body divests itself of the ability to
meet and approve a contract that is negotiated by its
representative and the union. PERB's rule merely spells
out when and how that will occur.
agree with the district court's analysis. We reject
SEIU's argument that rule 621-6.5(3) adds a statutory
requirement contrary to section 20.17(4). Section 20.17(4)
expressly requires a union vote because no other statute does
so. Section 20.17(4) is silent regarding a ratification vote
by the public employer because that requirement is codified
in chapter 21. Cf. Gannon v. Bd. of Regents, 692
N.W.2d 31, 39-44 (Iowa 2005) (holding that a private
corporation exercising authority delegated by the Board of
Regents was performing a government function and was
therefore subject to the open-records requirements of Iowa
Code chapter 22). Nothing in section 20.17(4) eliminates the
Board's duty to comply with chapter 21 when entering into
parties' course of conduct with earlier collective
bargaining agreements reflects the requirements of chapter 21
and rule 621-6.5(3). The Board voted to ratify the collective
bargaining agreements negotiated with SEIU in 2009, 2011, and
2015. Galloway told Jacobson in December 2016 that he would
have to "sell" any proposed new contract to the
Board. The Board never voted to approve the proposed
agreement ratified by the members of SEIU, and Galloway
reiterated that there was no enforceable agreement in his
discussions with Jacobson on January 31, 2017. Meanwhile, on
March 8, as required under chapter 21 and rule 621- 6.5(3),
the Board voted to approve a separate collective bargaining
agreement with the faculty union at the University of
Northern Iowa. Galloway provided this uncontroverted
Throughout my practice, I have served as the chief negotiator
in collective bargaining for a variety of public employers on
more than 400 occasions. In this capacity, I am not aware of
a single voluntary collective bargaining agreement reached
involving a public employer with a governing body that was
not conditioned upon a ratification vote by that governing
promulgated rule 621-6.5(3) in 1976. The rule has withstood
the test of time. The legislature in the subsequent four
decades has taken no action to invalidate this rule. "We
consider the legislature's inaction as a tacit approval
of the [agency's] action." Lowe's Home
Ctrs., LLC v. Iowa Dep't of Revenue, 921 N.W.2d 38,
48 (Iowa 2018) (alteration in original) (quoting City of
Sioux City v. Iowa Dep't of Revenue & Fin., 666
N.W.2d 587, 592 (Iowa 2003)).
rule 621-6.5(3) is valid and entitled to the force of law.
SEIU has failed to show PERB exceeded its statutory authority
by promulgating this rule. The district court correctly
applied that rule in granting the Board's motion for
summary judgment. No enforceable agreement was reached
without the requisite vote by the Board to approve the
proposed collective bargaining agreement.
those reasons, we affirm the district court's summary
judgment dismissing SEIU's action to enforce the
collective bargaining agreement.
Mansfield, Christensen, and McDonald, JJ., join this opinion.
Cady, C.J., files a dissenting opinion in which Wiggins, J.,
joins. Appel, J., files a separate ...