Paragraph (d)(4) of section 2 recites the statutory language of section 5b of the act with respect to general increases or decreases and broad tariff changes.

According to paragraph (d)(5) of section 2, the chairman has the authority to determine the members eligible to vote or agree on a proposal, to which a member may object. Final determination of voting eligibility is determined by a majority of the members present at a meeting.

The expenses of the ports committee are borne by all members on a basis to be agreed upon from time to time by action of the general committee.

Meetings of the general committee are held at Chicago on the first Tuesday after the third Wednesday of alternate months commencing with January, unless otherwise decided upon by the ports committee. Special meetings may be called by the chairman when he deems it necessary, and are required to be called upon the request of six or more members. Meetings of special committees will be at the call of the chairman as the occasion requires.

A quorum at regular or special meetings of the general committee. shall consist of representatives of 10 member lines. Two or more lines under a common management or control shall be considered as one member, for quorum purposes, having one vote. Joint action on any proposal considered at a regular or special meeting is determined by majority vote of the members present which are eligible to vote. Members of the American Short Line Railroad Association not members of the ports committee, whose traffic is within the territorial scope of the ports committee, jointly may designate a nonvoting representative to attend meetings of the general committee to express views and exchange information.

The procedure for the processing of proposals are set forth in article I, section 7 of the articles of organization and procedure. Proposals concerning any traffic matter covered by the articles may be made by any shipper, shipper's organization, carrier, other railroad organization, the chairman of the ports committee, or by any interested party.

Unless requested to docket a proposal for consideration by the general committee at a meeting, the chairman promptly submits each proposal to members of the general committee by mail within 14 days as to regular mail proposals, 7 days as to emergency mail proposals, and 5 days as to emergency telegraph proposals, from the date of publication of notice as provided in paragraph (c) of section 7 or from the date of such proposal when publication of notice is

not required. Under paragraph (c) except as to proposals which have been publicized by other rate organizations, or the category of proposals listed in article III, the chairman promptly gives notice, by publication in a recognized traffic publication, of proposed changes. Notice is accompanied by a statement containing language that no final disposition will be made earlier than 14 days as to regular mail proposals, 7 days as to emergency mail proposals, and 5 days as to emergency telegraph proposals. Any interested party is accorded a hearing if requested within the above time limits. The chairman gives notice of all hearings in the same manner as given for regular proposals. Proposals submitted by mail or telegraph stand approved unless within the foregoing time limits objections are received from two or more member lines. If objections are recorded, the chairman issues an objection notice to the membership summarizing the grounds for the objections and stating that the subject will be docketed for consideration at the next regular meeting of the general committee, or at a special meeting thereof, if the provisions of article I section 6(a) are invoked. Should the objections, or all but one, be withdrawn within 20 days after expiration of the period within which objections may be received, the proposal shall stand approved.

Section 7 also contain procedures governing the processing of proposals for general rate increases or decreases. As provided therein, the chairman gives notice by publication in a recognized traffic journal not less than 15 days prior to filing the changes with the Commission and provides interested persons with an opportunity to file written comments with the chairman and to present written or oral comments directly to individual member lines.

A proposal may be adopted in accordance with its terms or action may be taken which restricts or broadens the proposal. The scope of action with respect to the broadening of a proposal is subject to certain express limitations. Final disposition of a proposal shall be made by the ports committee within 120 days from the date it was docketed. The agreement defines the term "Final Disposition" to mean adoption, rejection, or withdrawal of a proposal. After final disposition is accomplished, the chairman shall advise all members. of the ports committee thereof and promptly publish such disposition in a recognized traffic bulletin. Publication includes announcements of individual action and when requested, the chairman shall inform other interested parties.

Article II of the agreement guarantees to every member the free and unrestrained right of independent action either before or after any determination is arrived at under any procedure provided in the agreement. Such action may be taken by any member line contrary to, or independently of, the conclusion arrived at by the general committee. It may be taken individually or by any two or more lines acting in concert. However, if a member line giving individual notice does not constitute a complete route from origin to destination, such notice must have the concurrences of the lines constituting a complete through route from origin to destination before tariff publication will be made. Paragraph (c) of article II provides that promptly after he receives notice of independent action, the chairman shall issue a Rate Advice to the membership with a statement that publication will be made for all lines unless members not desiring to participate therein notify him to that effect within 10 days from the date of the Rate Advice. Finally, article II provides that joint action to protest or otherwise seek the suspension of any rate or classification established by independent action, or joint consideration of a protest or attempt to seek suspension of such matter is prohibited.

Article IV, entitled Interterritorial Traffic Matters, authorizes any member of the Southern Ports Freight Committee interested in any. proposal or subject with reference to any traffic matter for interterritorial application in the territory of the ports committee. and the territory of any other freight association or ports committee may join with the appropriate parties in the consideration and disposition thereof. Any action taken by the ports committee or its members in the disposition of such traffic matters shall be in accordance with the procedures provided in the articles of organization and procedure.

Article V gives the ports committee or the members thereof, the right to consider, jointly agree upon, and take action with reference to, traffic matters relating to transportation under joint rates, or over through routes with carriers of other classes. Such proposals are handled in the same manner as proposals concerning transportation entirely within the territory of the ports committee and the right of independent action is guaranteed.

According to article VI of the agreement, a proposal to amend the articles of organization and procedure may be submitted by any member. Affirmative votes of three-fourths of all members are necessary for adoption of a proposal to amend the articles, and if an

amendment is of a character requiring approval by the Interstate Commerce Commission it shall not become effective unless and until approved by the Commission. Furthermore, the chairman of the ports committee is designated by the members as attorney-in-fact authorized to act for, and on behalf of, the members. Other provisions relate to making further agreements among the members, deemed necessary or desirable to carry out the purposes of the considered section 5b agreement, subject to Commission approval. Finally, revocation of the power and authority delegated to the chairman as attorney-in-fact can be accomplished by a member at any time by notice to that effect to the Commission with a copy thereof to the chairman.

The purpose of the proposed agreement is to provide carriers, shippers, and interested parties with a forum for the collective consideration of traffic matters relating to the rail transport of import and export freight between interior points and the southern ports. According to applicants collective consideration of the involved matters is necessary to insure the establishment of just and reasonable rates which are free from unjust discrimination and undue preference or advantage. In addition, applicants allege that collective action is essential to the maintenance of efficient and economical pricing of services. They contend that the open exchange of relevant data, such as market relationships, seasonal commodity flows, and production and demand forecasts is required to insure that rate decisions are made on the most complete information available.

Applicants point out that a large volume of foreign freight moves through the southern ports. In 1976, for example, over 60 percent all export freight traffic (except bulk liquids, coal, coke, and ore) moved through the involved southern ports. Moreover, applicants allege that the competition among these ports is very keen, and that the proposed agreement is necessary to preserve port relationships. As noted by applicants, the interior territory of the ports committee consists of major portions of four major rate making organizations. In the absence of the proposed agreement, applicants contend that rate proposals on import/export traffic between southern ports and interior points would require separate handling by at least three of these rate bureaus.

Furthermore, applicants point out that the proposed agreement is similar to the prior agreement approved by the Commission in Southern Ports Foreign Freight Committee-Agreement, 284 I.C.C.

775 (1952). Finally, applicants contend that there is no other method whereby the transportation goals, outlined above, could be achieved without the need for antitrust immunity.

The FTC opposes the proposed agreement on the grounds that the Commission has not created an adequate record upon which properly to base a decision on whether antitrust immunity should be granted. It alleges that even though the agreement guarantees the right of independent action to the carrier parties, there is nothing in the record to establish, either from past practices or present arrangements, that independent action will in fact be protected.

The FTC further alleges that certain terms used in the agreement, including "general rate increases or decreases," "broad tariff changes," "participation in agreements," and "the ability to practically participate in an interline movement," should be precisely defined in order to limit properly the scope of antitrust immunity and prevent collusive action. Furthermore, it is contended that even though section 5b(5)(b) permits the ICC to immunize general rate increases or decreases on broad tariff changes arrived at through bureau procedures, the section is not mandatory and should only be approved on a specific finding based on compelling necessity. Similarly, the FTC maintains that the statutory authorization of discussion of single-line rates goes beyond the statutory language which would allow discussion of single-line rates only in connection with appropriate discussion of joint-line rates. According to the FTC, article IV, dealing with consideration of interterritorial traffic matters, and article V concerning joint rates. with carriers of other classes are open ended and should either be deleted or more specifically defined.

The FTC also contends that verbatim transcripts should be required in all rate bureau proceedings. It maintains that formal minutes are inadequate because the Commission has delineated no guidelines or criteria for drafting such minutes. Finally, it is alleged that the handling of this application under the Commission's modified procedure does not afford the FTC sufficient time to perform its statutory function of filing an assessment of possible anticompetitive features therein.

The League, although it supports the basis purpose of the proposed agreement, nevertheless objects to certain provisions therein. For example, the League contends that the agreement does not properly limit the scope of carrier participation in interline proposals. Under the terms of the agreement, a carrier can