and a description of the individual applicant's financial interest therein;

(6) A complete description of any benefit and of the amount of, and basis for, any money or thing of value (1) received by the individual applicant during the last year from each air carrier applicant and from any person with whom the individual applicant has or seeks to have an interlocking relationship, whether for services, reimbursement of expenses or otherwise, and (ii) which the applicant contemplates receiving from any such person during the continuance of the interlocking relationship;

(7) The names and titles of all officers and directors of each air carrier applicant, and of each person with whom the individual applicant has or seeks to have an interlocking relationship;

(8) With respect to the individual applicant, a statement that the information contained in the most recent report filed by him with the Board pursuant to Part 245 of this subchapter is the same as of the date within 30 days of the filing of the application pursuant to this part, or if such information has changed, a statement setting forth the details of such changes; and with respect to each officer and director of each air carrier applicant other than the individual applicant, a statement that there is presently on file with the Board a report pursuant to Part 245 of this subchapter for each such individual officer or director (If no such report is on file with reference to any such officer or director, including the individual applicant, it shall be filed concurrently with the application pursuant to this part);

(9) The names (1) of the largest stockholders, not exceeding 20, who hold 1 percent or more of the voting capital stock of any air carrier applicant and (ii) of the largest stockholders, not exceeding 20, who hold 1 percent or more of the voting capital stock of any person with whom an interlocking relationship is sought by such application to be approved; together with the number of shares of each class of stock held by each of such stockholders and the percentage which such shares bear to the total number of shares of the same class authorized and outstanding, (If all or any part of such shares are held for the account of any person other than the holder, the names of such persons shall be disclosed. If the applicant, after making all reasonable efforts, is unable to obtain dis

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closure of such information with respect to any of the persons classified under subdivision (ii) of this subparagraph, the application shall state specifically the efforts made to obtain such information and the reasons why such efforts were unsuccessful);

(10) A description of the shares of stock or other interests held by each air carrier applicant or for its account in persons other than itself;

(11) A full description of any professional, financial or other business transactions or arrangements which have been entered into within 1 year prior to the date of the filing of the application by each air carrier applicant with the individual applicant and by each air carrier applicant or individual applicant with any person with whom the individual applicant has or seeks to have an interlocking relationship, together with a full statement as to any such transactions or arrangements which it is contemplated may be entered into while such interlocking relationship continues.

(b) Each application shall state fully such further facts as the applicants respectively deem desirable in order to show that the public interest will not be adversely affected by the approval by the Board of the interlocking relationship.

§ 251.4 Approval of system of affiliated and subsidiary companies.

(a) In the event that an individual occupies or seeks to occupy an interlocking relationship falling within the purview of section 409(a) of the act which involves only the holding by him of the position of officer or director in two or more companies within the same system of affiliated and subsidiary companies (as defined in paragraph (b) of this section), an application for approval of such relationships need not comply with the requirements of § 251.3 (a) (11) but shall comply with all other requirements of that section. Such application shall also include:

(1) Such information as is necessary to disclose the fact that the companies in which the individual applicant occupies or seeks to occupy the interlocking relationships are members of the system of affiliated and subsidiary companies as defined in this section, and

(2) A statement that the individual applicant does not occupy or seek to occupy any interlocking relationship falling within the purview of section 409 (a)

of the act other than those within the same system of affiliated and subsidiary companies.

(b) The individual applicant may include in any application made by him pursuant to this part a request for an order authorizing him to hold generally, in addition to the positions so specifically requested, directorships or offices within the same system of affiliated and subsidiary companies, and it shall not be necessary to file a separate application with respect to each such relationship. Any applicant assuming a directorship or office pursuant to such authorization shall, not later than 15 days after assuming such directorship or office, make or cause to be made a full and complete report thereof to the Board. As used in this part, the term "system of affiliated and subsidiary companies" shall include only a specified company and those companies of which it, directly or indirectly, through one or more intermediate companies, owns 50 percent or more of the voting capital stock issued by such companies.

§ 251.5 Supplements to applications.

Applicants under this part shall, upon requests of the Board and within such time as may be allowed, supplement any application with such information as may be required by the Board. In the event of any substantial change in the information set forth in the application prior to a decision by the Board upon such application, either by reason of the individual applicant's election or appointment to another position or positions involving an interlocking relationship or otherwise, the application shall be supplemented by such information as will fully describe such change. Such supplements shall comply with the formal requirements of § 251.2.

§ 251.6 Uninterrupted tenure; no new applications required.

After the individual applicant has been authorized by the Board to hold a particular position, further application in connection with each successive term will not be required so long as he continues in uninterrupted tenure of such position, unless otherwise ordered by the Board.

§ 251.7 Notice of changes in positions. In the event of the individual applicant's resignation, withdrawal, or failure of reelection or reappointment with re

spect to any of the positions for which authorization has been granted by the Board, or in the event of any other material or substantial change therein, the individual and each air carrier applicant shall promptly and not more than 30 days after any such change occurs give notice thereof to the Board, setting forth fully the details of any such change. Such notices shall comply with the formal requirements of § 251.2, except that the verification may be in simple form.

§ 251.8 Extent of authorization to hold position.

An order by the Board authorizing an individual applicant to hold the position of director of a Company will be construed as sufficient to authorize him to serve also as chairman of the board of directors or as a member or chairman of any committee or committees of such board.

§ 251.9

Revocation of authorization to hold position.

Any order issued by the Board pursuant to section 409(a) of the act shall be subject to revocation in whole or in part by the Board at any time if it deems that the public interest will be adversely affected by the holding by the individual applicant of any or all of the positions authorized to be held by such order. If any individual or air carrier applicant knowingly or wilfully withholds any information called for by this part or any other information which may be material or relevant to the application, or misrepresents facts disclosed in the application, such omission or misrepresentation may be considered sufficient cause for the immediate revocation of any such order.

§ 251.10 Effect of order.

No order of the Board entered in connection with any application filed pursuant to this part shall constitute approval by the Board of any interlocking relationship which was not fully disclosed.

visions of this part, except to the extent that the Board may, by appropriate request, in particular cases require compliance with any specific provision or provisions hereof.

§ 251.13 Procedure governing disposition of applications.

(a) Each application will be docketed as received and applicants will be advised of the docket number assigned thereto.

(b) If the Board is convinced by the application and its consideration and investigation thereof that applicants have made a due showing that the public interest will not be adversely affected by the interlocking relationships for which approval is sought, an order of approval will be entered.

(c) If the Board is not convinced that applicants have made a due showing applicants will be advised to that effect by letter. Thereupon applicants may file with the Board a petition in the proceeding for leave to withdraw the application, may request that the application be assigned for hearing, or may submit within a reasonable time to be fixed by the Board such additional information as they believe will result in a due showing.

(d) In the event additional information is submitted, the Board reserves the right to assign the application for hearing on its own initiative or to enter an order of approval or disapproval in accordance with its determination that a due showing has or has not been made.

(e) The Board further reserves the right to vary the procedure herein set forth insofar as necessary or desirable in disposing of any particular application.

(a) The filing of copies of contracts and agreements which are required to be filed under the provisions of section 412(a) of the Civil Aeronautics Act of 1938, as amended, shall be made by every air carrier which is a party thereto as follows:

(1) Written contracts and agreements. In the case of contracts and agreements executed after October 25, 1954, formally reduced to writing and subscribed by the parties thereto, there shall be a presumption that if the required number of copies are filed by any air carrier which is a party to such contract or agreement, such filing has been made on behalf of itself and all other parties subscribed thereto. Written contracts and agreements executed prior to October 25, 1954, shall be filed in accordance with the rules contained in subparagraph (2) of this paragraph.

(2) Oral and informal contracts and agreements. In the case of oral or memorandum contracts and agreements, if the required number of copies of memoranda thereof are filed by any air carrier which is a party to such contract or agreement, any other air carrier which is a party shall be deemed to have complied with this requirement if it transmits to the Board within the time prescribed by § 261.4 a signed statement to the effect that it concurs in such filing.

(b) The filing of copies of contracts or agreements evidenced by resolutions or other action of association of air carriers may be effected in the following manner. The Secretary or other authorized officer of the association may be designated as agent for the purpose of making such filing. Each air carrier which is a member of such association shall separately transmit to the Board a written statement, signed by such air carrier, reciting that a designated person or persons holding the office of secretary or other office of the association, or that any person or persons holding a designated office or offices of the association is constituted the attorney in fact for the filling of copies of any contracts or agreements evidenced by resolution or other action of the association to which such air carrier may become a party. Such authorizations may be revoked at any time by any air carrier by giving formal notice of revocation to the Board. [ER-146, 14 F.R. 3545, June 29, 1949, as amended by ER-200, 19 F.R. 6911, Oct. 28, 1954]

(a) There shall be filed with the Board two true and complete copies of all contracts and agreements which are required to be filed under the provisions of section 412(a) of the Civil Aeronautics Act of 1938, as amended. Oral contracts and agreements required to be filed under the provisions of said section shall be evidenced by true and complete written memoranda and two true and complete copies of such memoranda shall be filed with the Board. The filing of contracts or agreements evidenced by correspondence or by resolutions of associations of air carriers shall be made by filing with the Board two true and complete copies of such correspondence or resolutions, as the case may be.

(b) Additional copies of contracts or agreements shall be furnished to the Board upon request.

[ER-146, 14 F.R. 3545, June 29, 1949, as amended by ER-199, 19 F. R. 5210, Aug. 18, 1954]

§ 261.3 Formal requirements of documents filed.

All documents filed under this part shall be on strong, durable white paper and, if possible, not larger than 82 inches by 13 inches in size, except that tables, charts, maps, and other documents larger than that size may be folded to approximately the required measurements. The left margin should be at least 11⁄2 inches wide and if the document is bound, it should be bound on the left side. One copy of each typewritten document should be carbonbacked.

§ 261.4

Place and time of filing.

The required number of copies of formal written contracts or agreements shall be filed at the office of the Board in Washington, D.C., addressed to the Civil Aeronautics Board, within 15 days after the date of execution thereof. The required number of copies of memoranda of oral contracts or agreements and of correspondence or resolutions evidencing contracts or agreements shall be filed in the same manner, within 30 days after such contracts or agreements have been entered into between the parties. The time of filing prescribed herein may be extended by the Board in exceptional circumstances upon proper application therefor.

[ER-146, 14 F.R. 3545, June 29, 1949, as amended by ER-199, 19 F.R. 5210, Aug. 18, 1954]

§ 261.5

Certification and verification.

(a) One copy of each formal written contract or agreement filed shall bear the certification of the secretary or other duly authorized officer of the filing party or parties to the effect that such copy is a true and complete copy of the original written instrument executed by the parties.

(b) One copy of each memorandum of oral contracts or agreements filed shall be verified by the secretary or other duly authorized officer of the filing party or parties to such oral contract or agreement. The person or persons verifying such memorandum shall set forth that they are fully familiar with all the terms and conditions of such oral contract or agreement and that the memorandum filed is a true and complete memorandum thereof.

(c) Copies of correspondence evidencing contracts or agreements shall be accompanied by the certifications of the secretary or other duly authorized officer of the filing party or parties to the effect that such copies are true and complete copies of the originals of such correspondence.

(d) One copy of each contract or agreement evidenced by resolution or other action of associations of air carriers shall bear the certification of the secretary of the association to the effect that such copy is a true and complete copy of the resolution duly adopted by the association on a certain date. The secretary shall also specify in such certification the name of each air carrier which concurred in such resolution or other action and the name of each air carrier member which did not so concur. § 261.6 Modifications or cancellations.

This part shall be applicable to all modifications or cancellations of contracts or agreements required to be filed under the provisions of section 412(a) of the Civil Aeronautics Act of 1938, as amended.

§ 261.8 Contracts or agreements between affiliated carriers.

(a) Copies of contracts or agreements between a certificated air carrier and another air carrier, foreign air carrier or other carrier, affiliated therewith shall be accompanied by a detailed statement supporting the reasonableness of the financial provisions of the agreement. This statement shall set forth information covering the following matters:

(1) Why the contract or agreement was entered into between the affiliated carriers in lieu of the provision of the service by the receiving carrier for itself or the receipt of the service from a non-affiliated source.

(2) Whether the service could be obtained from a non-affiliated source, and, if so, at what price. (Provide appropriate data to support the answer, including any invitation or bid proposals.) (3) The anticipated dollar volume during any fiscal year period.

(4) The basis for the particular charges contained in the contract or agreement.

(5) Supporting data showing the reasonableness of such charges, including data showing charges by other carriers for like services or by this carrier to unaffiliated carriers for like services.

(6) A description of the negotiations leading up to the contract or agreement and the determination of charges thereunder.

(7) The provision for renegotiation of the charges under the contract or agreement and, if present, the basis therefor.

(8) The persons primarily responsible for negotiating the contract or agreement on behalf of each party and the individuals who ultimately authorized it on behalf of each party.

(b) As used in this part, the word "affiliated" shall mean a relationship

(1) Within the meaning of section 5 (8) of the Interstate Commerce Act, as amended, referred to in sections 407 (e) and 408 (b) of the Civil Aeronautics Act of 1938, as amended, or

(2) Where the Board has found that one carrier, directly or indirectly, controls another carrier, or that one person, directly or indirectly, controls an air carrier and another carrier, or where proceedings have been instituted under section 408 to determine whether any such control relationship exists, no final determination having been reached in such proceedings, or

(3) Where one carrier, directly or indirectly, owns, controls, or holds with power to vote, 10 percent or more of the outstanding voting securities of the other carrier, or where a third person, directly or indirectly, owns, controls or holds with power to vote, 10 percent or more of the outstanding voting securities of an air carrier and another carrier. (Interprets or applies secs. 407, 415, 52 Stat. 1000, as amended; 49 U.S.C. 487, 495) [ER235, 23 F.R. 6103, Aug. 9, 1958]

262.1

262.2

262.8

Filing required.

Evidence of agreement.

Verification and formal specifications. 262.4 Time of filing.

AUTHORITY: The provisions of this Part 262 issued under secs. 204, 1102, 72 Stat. 743; 49 U.S.C. 1324, 1502.

SOURCE: The provisions of this Part 262 contained in ER-146, 14 F.R. 3546, June 29, 1949.

§ 262.1 Filing required.

Every air carrier shall file with the Board true and complete evidence, as specified in § 262.2 of each agreement in any way affecting or involving operating rights and in force on October 11, 1943, or thereafter issued or entered into as between such air carrier, or any officer or representative thereof, and any foreign country or political subdivision thereof, or any department, agency, officer or representative of such country or subdivision. For the purposes of this part, the term "agreement" means and includes any permit, concession, franchise, contract, understanding, or arrangement, and also any amendment, modification, renewal, rescission or revocation of any thereof.

§ 262.2 Evidence of agreement.

(a) The evidence of such agreement shall be as follows:

(1) If written in English, three copies thereof;

(2) If written in a foreign language, three copies and three translations thereof;

(3) If oral, three copies of a descriptive memorandum thereof; or

(4) If evidenced by correspondence only, three copies of such correspondence and, if such correspondence, in whole or in part, is written in a foreign language,