                            PUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


GARY W. JEFFREYS; LARRY S. CRAIG;       
RICHARD L. LEE; JERRY L. HALL, JR.;
JAMES R. PECKINPAUGH; KARLA D.
UMBERGER; ERIC J. LEWIS; JAMES E.
VIDA; JERRY D. WATKINS; WILLIAM
T. STARKS; KENNETH W. JANNETT;
VILENA HUTCHINSON, formerly
known as Vilena Broerman; JAYNE
M. JOHNSON; VINCENT J. CACCAVO;
MARGIE B. COOK; DAVID R.
SANCHEZ,
               Plaintiffs-Appellants,             No. 03-1378
                 v.
COMMUNICATIONS WORKERS OF
AMERICA, AFL-CIO,
              Defendant-Appellee,
                and
US AIRWAYS, INCORPORATED,
Suggestion of Bankruptcy filed
8/16/02,
                        Defendant.
                                        
            Appeal from the United States District Court
         for the Eastern District of Virginia, at Alexandria.
               Claude M. Hilton, Chief District Judge.
                          (CA-02-995-A)

                       Argued: October 30, 2003

                      Decided: December 31, 2003
2         JEFFREYS v. COMMUNICATIONS WORKERS     OF   AMERICA
Before WILKINSON and TRAXLER, Circuit Judges, and Robert
E. PAYNE, United States District Judge for the Eastern District of
               Virginia, sitting by designation.



Affirmed by published opinion. Judge Wilkinson wrote the opinion,
in which Judge Traxler and Judge Payne joined.


                             COUNSEL

ARGUED: William Beverly Poff, WOODS, ROGERS & HAZLE-
GROVE, P.L.C., Roanoke, Virginia, for Appellants. Daniel M. Katz,
KATZ & RANZMAN, P.C., Washington, D.C., for Appellee. ON
BRIEF: Francis H. Casola, Frank K. Friedman, WOODS, ROGERS
& HAZLEGROVE, P.L.C., Roanoke, Virginia, for Appellants. Lou-
ise P. Zanar, KATZ & RANZMAN, P.C., Washington, D.C., for
Appellee.


                             OPINION

WILKINSON, Circuit Judge:

   In the wake of September 11, US Airways, Inc. ("USAir") was
forced by financial distress to close many of its smaller stations and
furlough thousands of employees. The union representing the affected
employees, the Communication Workers of America, objected to the
airline’s planned furlough system, and it persuaded USAir to institute
the furloughs according to a different method. Plaintiff Gary W. Jef-
freys was one of fifteen USAir employees laid off or reassigned under
the airline’s modified furlough system. Jeffreys and the other employ-
ees claimed that the Communication Workers of America did not
fairly represent them when it urged the airline to change its displace-
ment practices. Because the district court properly found that the
union’s conduct was neither arbitrary nor discriminatory nor in bad
faith, we affirm its judgment that the union did not breach its duty of
fair representation to workers like Jeffreys.
          JEFFREYS v. COMMUNICATIONS WORKERS       OF   AMERICA         3
                                    I.

   The district court granted summary judgment to the CWA, and we
therefore view the facts in the light most favorable to Jeffreys. See,
e.g., McLean v. Patten Communities, Inc., 332 F.3d 714, 719 (4th Cir.
2003). In August 1999, as a result of an employee election, the CWA
became the certified bargaining representative for the passenger ser-
vice employees of USAir. Shortly thereafter, the CWA and USAir
negotiated a collective bargaining agreement to govern the passenger
service employees. Article 12, Section C.2.b is the only provision of
the collective bargaining agreement at issue in the present case. It pro-
vides that, should USAir reduce its workforce, targeted full-time
employees will "be permitted, if there are insufficient full-time posi-
tions within the classification, to displace, in seniority order, the most
junior full-time employees in the classification on the system."

   The meaning of Article 12, Section C first came into question in
the aftermath of the September 11, 2001 terrorist attacks, when USAir
decided to furlough approximately 2,700 passenger service employ-
ees. As a part of USAir’s reorganization, the airline closed operations
at ten small-station locations like Huntsville, Alabama; Columbia,
South Carolina; and Roanoke, Virginia. Plaintiffs are all former long-
time passenger service employees of USAir who worked at these
locations and who were terminated or reassigned as a result of
USAir’s furloughs. As passenger service employees, Jeffreys and the
other plaintiffs were all members of the CWA at the time of USAir’s
reorganization.

   When USAir announced its job cutbacks, it proceeded according to
the system that it had used prior to the 1999 collective bargaining
agreement. The airline began by offering the displaced employees an
opportunity to bid for jobs held by more junior employees at other air-
ports. USAir determined how many displaced employees wished to
bid for jobs at other locations, and then it prepared a "juniority" list
of employees subject to being "bumped." For example, in the present
case, if all 2,700 displaced employees desired jobs elsewhere with
USAir (and they were all relatively senior workers), then USAir’s
2,700 newest employees would have been subject to being bumped.

   In addition to creating the juniority list, USAir sent furlough and
displacement packages to potentially affected employees that allowed
4         JEFFREYS v. COMMUNICATIONS WORKERS     OF   AMERICA
them to bid on any of USAir’s other locations. The displacement bid
forms were distributed not only to senior workers at closed stations
like Huntsville and Roanoke, but also to junior employees in other cit-
ies like Charlotte and Philadelphia who were on the juniority list and
thus subject to being bumped. In this way, just as a Huntsville
employee with several years’ seniority might bump a Charlotte
employee on the juniority list, so too could the Charlotte employee
bump an even more junior agent on the list. USAir’s system permitted
unlimited "ricochet" or secondary bumping within those employees
on the juniority list.

   USAir processed the bids using this system of sequential bumping
on Saturday, October 6, 2001. One of the CWA’s local union presi-
dents observed without objection the company’s processing of the
displacement bids, and USAir announced the results on the following
Monday, October 8. Because the plaintiffs had considerable seniority
(ranging from 16 to 31 years), they had bid on locations of their
choice at which they knew more junior employees were working.
Based on their seniority, Jeffreys and the other plaintiffs received
their first choices of job assignments. However, on Tuesday, October
9, the day after USAir had announced the bid results, James Root,
President of CWA Local 3641 in Charlotte, North Carolina, submitted
a formal Grievance challenging the method by which USAir had reas-
signed its employees.

   According to the Grievance, the 1999 collective bargaining agree-
ment was not meant to codify the airline’s prior displacement prac-
tices; rather, it was intended to establish a new system of
displacement. Specifically, Article 12, Section C did not permit senior
employees to displace any more junior employee. Rather, the provi-
sion permitted senior employees to displace only "the most junior
full-time employees" elsewhere in the airline. In short, the Grievance
claimed, there was to be no "ricochet" bumping: the most senior
employee to be furloughed had to bid on the location where the most
junior employee was working in order to be successful. This process,
continued in order of seniority, would result in one-for-one, rather
than sequential, displacements.

   The Grievance generated much consternation. Plaintiffs objected
that the Grievance’s interpretation ignored Article 12, Section C’s use
          JEFFREYS v. COMMUNICATIONS WORKERS       OF   AMERICA          5
of the plural "employees." A system of one-for-one displacements, as
the Grievance envisioned, would allow a senior employee to displace
only the singlemost junior employee, and not more junior "employ-
ees," as the text of Article 12, Section C states. In addition, according
to Jeffreys and the other plaintiffs, Root’s Grievance was merely a
self-serving attempt to protect Charlotte-based USAir workers. Char-
lotte is one of USAir’s hubs and largest locations, and once the bid
results were announced on October 8, it became clear that senior
employees from the ten closed stations had displaced roughly fifty-
five junior employees in Charlotte. For instance, Jeffreys, who had
thirty-one years’ seniority, was awarded his bid to work in Charlotte.

   The Grievance occasioned quick action from the union’s leader-
ship. Rick Braswell, Assistant to the President of the CWA and chief
CWA spokesperson during negotiations over the collective bargaining
agreement, held a conference call on October 10 with Presidents of
the CWA Local Unions and key CWA staff members. The group con-
cluded that USAir’s bid results conflicted with the CWA’s under-
standing of the collective bargaining agreement, and thus that the
Grievance was meritorious. USAir soon agreed to settle the Griev-
ance, but the airline refused to slow down its reorganization by delay-
ing the implementation of furloughs or sending out new bid packages.
Instead, the employees’ original displacement bid forms were to be
reprocessed under the method articulated in the Grievance. The CWA
Local Union Presidents and the CWA staff discussed the proposed
settlement in two more conference calls on Thursday, October 11, and
the CWA and USAir executed the settlement agreement later that day.

   The new system changed USAir’s initial job awards. Under the ini-
tial awards, all fifteen of the plaintiffs received their preferred assign-
ments, with eleven of them displacing employees in Charlotte.
However, once the bids were reprocessed under the new system, the
plaintiffs were either furloughed or reassigned to less desirable sta-
tions. Eleven of the plaintiffs were furloughed, because they had bid
only choice locations like Charlotte. Charlotte’s workers, although
they had less seniority than the plaintiffs, still had more seniority than
USAir employees in less popular locations. In other words, the Char-
lotte workers were not the "most junior" USAir employees, and so
they were no longer eligible to be bumped by the plaintiffs. The four
plaintiffs who had bid on less preferred locations received assign-
6         JEFFREYS v. COMMUNICATIONS WORKERS      OF   AMERICA
ments in Philadelphia. Thus the net effect of the Grievance was to
reduce the total number of displacements system-wide, but to do so
by replacing very junior employees with very senior employees while
leaving in place those employees with mid-range seniority.

   The plaintiffs sought damages and injunctive relief, alleging that
the CWA had breached its duty of fair representation in urging USAir
to alter its initial job awards. After allowing discovery and certifying
the class of employees disadvantaged by USAir’s revised bidding
process, the district court granted the CWA’s motion for summary
judgment and dismissed the plaintiffs’ claims against the union. The
district court ruled that, as a matter of law, the CWA’s conduct had
been neither arbitrary nor discriminatory nor in bad faith, and that
therefore the CWA had not breached its duty of fair representation to
any of its members. Jeffreys and the other plaintiffs now appeal.

                                   II.

   During its settlement of the Grievance, the CWA had a duty to rep-
resent the interests of all of its employees "fairly, impartially, and in
good faith." Steele v. Louisville & Nashville R.R. Co., 323 U.S. 192,
204 (1944). The CWA breached its duty of fair representation if its
conduct toward any of its members was "arbitrary, discriminatory, or
in bad faith." Vaca v. Sipes, 386 U.S. 171, 190 (1967). Whether the
CWA acted arbitrarily, discriminatorily, or in bad faith involves dis-
tinct and separate inquiries that we undertake in turn. See Thompson
v. Aluminum Co. of America, 276 F.3d 651, 657 (4th Cir. 2002); Grif-
fin v. Int’l Union, 469 F.2d 181, 183 (4th Cir. 1972).

                                   A.

   From our review of the record, the plaintiffs have not offered any
evidence to suggest that the CWA’s conduct in adopting and settling
the Grievance was arbitrary. The CWA’s decision to press the Griev-
ance was arbitrary only if it was "so far outside a wide range of rea-
sonableness, that it [was] wholly irrational." Air Line Pilots Ass’n,
Int’l v. O’Neill, 499 U.S. 65, 78 (1991) (internal quotations omitted).
The plaintiffs must establish then that the CWA’s interpretation of
Article 12, Section C was without any "rational basis or explanation."
          JEFFREYS v. COMMUNICATIONS WORKERS     OF   AMERICA         7
Marquez v. Screen Actors Guild, Inc., 525 U.S. 33, 46 (1998). This
is a high bar that plaintiffs simply cannot satisfy.

   In essence, the CWA faced two plausible interpretations, each con-
sistent with the language of the collective bargaining agreement, and
each possessed of distinct advantages and disadvantages. On the one
hand, the plaintiffs’ interpretation focused on Article 12, Section C’s
use of the plural "employees." Plaintiffs argued that senior employees
should be able to replace some set of more junior employees, and not
simply the most junior employee anywhere in the entire airline. The
plaintiffs’ interpretation accorded displaced senior employees a wider
range of options, repaying them for their extra years of service with
USAir. At the same time, however, the plaintiffs’ interpretation maxi-
mized the disruptiveness of reductions in force: displaced employees
would bump more junior employees, who in turn would bump even
more junior employees. Thus even a single displacement would have
cascade effects at many different USAir locations.

   On the other hand, the Grievance’s interpretation focused on Arti-
cle 12, Section C’s use of the entire phrase "the most junior employ-
ees." According to the Grievance, the most senior displaced employee
needed to replace "the most junior" employee at the airline with the
same job. Under plaintiffs’ system of sequential or ricochet bumping,
however, displaced employees would not be replacing "the most
junior" workers in the system. For instance, in the present case many
of the newest USAir employees were stationed in Philadelphia — yet
these were precisely the workers whom the plaintiffs did not want to
replace, because the plaintiffs preferred other locations like Charlotte
to Philadelphia.

   It is true that the Grievance’s interpretation ensured more limited
seniority rights, because long-time employees, like Jeffreys, would be
sent to less desirable USAir locations. However, the Grievance’s
interpretation offered greater stability to USAir employees as a group
by minimizing the number of employees adversely affected during
times of financial crisis. In fact, there is evidence in the record that
suggests over a hundred fewer employees were furloughed, relocated,
or reduced from full to part-time as a result of the Grievance settle-
ment.
8         JEFFREYS v. COMMUNICATIONS WORKERS      OF   AMERICA
   In endorsing the Grievance, the union imposed regrettable hard-
ships on the plaintiffs, especially since USAir insisted that bids be
processed without the opportunity for rebidding. But whether or not
the CWA’s decision to adopt the Grievance’s interpretation was the
wisest or fairest one, it was clearly not arbitrary. Rather, the CWA
made an "informed, reasoned judgment regarding the merits of the
[Grievance] in light of the language contained in the collective bar-
gaining agreement." Spellacy v. Airline Pilots Ass’n-Int’l, 156 F.3d
120, 127 (2nd Cir. 1998). Seniority is important to the lives and well-
being of workers and to the entire fabric of labor-management rela-
tions. Yet stability is likewise meaningful to employees and their fam-
ilies. In the face of these competing concerns, the CWA construed
Article 12, Section C to permit only one-for-one rather than sequen-
tial bumping, in an attempt to respect employees’ seniority while also
lessening the furloughs’ overall disruptiveness.

   In short, the CWA, which bears the primary responsibility for con-
struing the collective bargaining agreement, weighed the values of
seniority and stability, and reached a considered judgment to which
we must be "highly deferential." O’Neill, 499 U.S. at 78; see also
Marquez, 525 U.S. at 45-46; Garrison v. Cassens Transport Co., 334
F.3d 528, 538-39 (6th Cir. 2003); Ooley v. Schwitzer Div., Household
Mfg. Inc., 961 F.2d 1293, 1302 (7th Cir. 1992). The CWA was
elected by USAir’s passenger service employees to represent their
interests, and when the employees’ interests conflicted, the CWA was
permitted "a wide range of reasonableness" within which to strike a
balance. O’Neill, 499 U.S. at 78. We cannot say that it struck an arbi-
trary or irrational one.

                                   B.

   Plaintiffs have similarly failed to create a genuine issue as to
whether the CWA acted discriminatorily or in bad faith. While the
arbitrariness of the CWA’s actions turns on the objective adequacy of
the union’s conduct, whether the CWA acted discriminatorily or in
bad faith depends on the subjective motivation of the union’s offi-
cials. See Thompson, 276 F.3d at 658 (citing Crider v. Spectrulite
Consortium, Inc., 130 F.3d 1238, 1243 (7th Cir. 1997)). As the dis-
trict court found, there is no evidence in the record indicating that the
CWA’s leadership — or the local union presidents who voted to
          JEFFREYS v. COMMUNICATIONS WORKERS      OF   AMERICA         9
approve the Grievance — were motivated by animosity or personal
hostility toward the plaintiffs.

   The CWA found itself in a difficult position. However the union
read Article 12, Section C, it was bound to ignore the wishes of some
set of workers, be it senior employees in the ten closed locations or
more junior employees in numerous other locations. But the fact that
its decision disappointed some of its workers does not mean in itself
that the CWA failed to fairly represent any of its members. The duty
of fair representation prohibits only "invidious" discrimination, such
as discrimination based on constitutionally protected categories like
race or gender, or discrimination that arises from animus or prejudice.
O’Neill, 499 U.S. at 81; see also Considine v. Newspaper Agency
Corp., 43 F.3d 1349, 1359-60 (10th Cir. 1994).

   Again, there is simply no evidence in the record to suggest that the
CWA acted from ill or impure motives. The CWA was required to
adopt an contractual interpretation that would necessarily favor some
workers over others. "That it did so — in a manner which, on its face,
seems reasonable and in conformity with controlling agreements —
does not, by itself, show invidious discrimination of the kind prohib-
ited by the duty of fair representation." Chaparro-Febus v. Int’l Long-
shoremen Ass’n, Local 1575, 983 F.2d 325, 330-31 (1st Cir. 1992)
(internal quotations omitted).

   Likewise, the plaintiffs have failed to demonstrate that the CWA
acted in bad faith. Plaintiffs’ allegations of bad faith rest on the fact
that a CWA local union president, Pam Terry, observed without
objection USAir’s processing of the displacement bids. According to
the plaintiffs, the CWA thus tacitly approved USAir’s original
method, and only later protested in order to appease Charlotte-based
constituents. However, nothing in the record suggests that Terry was
present during the bid processing for any other reason than to ensure
that the employees’ bids were not mishandled. Once the results were
announced, the CWA’s members immediately objected to USAir’s
furlough system, and the local union presidents, of whom Terry was
one, voted overwhelmingly to support the Grievance.

  Nor is there any evidence to suggest that the union’s executives
and the local union presidents engaged in "fraud, or deceitful or dis-
10        JEFFREYS v. COMMUNICATIONS WORKERS     OF   AMERICA
honest action." Aguinaga v. United Food & Commercial Workers
Int’l Union, 993 F.2d 1463, 1470 (10th Cir. 1993); see also Thomson
v. Verizon Maryland, Inc., 140 F.Supp.2d 546, 551 (D. Md. 2001).
The union put the matter to its local leaders, who themselves repre-
sented the full range of USAir locations, including the smaller mar-
kets in which the plaintiffs worked. The plaintiffs appear simply to
disagree with the results of the union’s democratic process. But we
are not empowered to substitute our judgment for that of the CWA’s
leaders, whatever we may think of their decision. See, e.g., Dement
v. Richmond, Fredericksburg & Potomac R.R. Co., 845 F.2d 451, 459
(4th Cir. 1988).

                                  III.

   In the interpretation of collective bargaining agreements, no less
than in their negotiation, "[i]t is inevitable . . . that some employees
will fare worse than others." Sutton v. Weirton Steel Div. of Nat’l
Steel Corp., 724 F.2d 406, 412 (4th Cir. 1983); see also Smith v.
Local 7898, United Steelworkers of America, 834 F.2d 93, 96 (4th
Cir. 1987) ("Disputes over seniority invariably mean that, in the end,
one’s gain is another’s loss."). But a union like the CWA still may
adopt interpretations that "achieve long term advantages, even though
individual employees may be affected differently" as a result. Sutton,
724 F.2d at 412; see also Humphrey v. Moore, 375 U.S. 335, 349-50
(1964). At day’s end, the CWA reached a deliberate and democratic
decision that was consistent with the contractual language and with
the views of a majority of its members.

   We do not reach this conclusion without being mindful of the
unfortunate circumstances in which the plaintiffs find themselves.
There can be no question that the union’s decision severely impacted
them. Several of the plaintiffs endured the trauma of losing their jobs
after years of faithful service to USAir. However, the anguish caused
by USAir’s furloughs and relocations ultimately was occasioned not
by management or unions acting in bad faith, but by the tragic events
of September 11 and their fallout on the airline industry. It would be
wrong for courts to lay the blame for these larger events at the feet
of the CWA or its leadership, in the face of evidence that the CWA,
like everyone else, searched for reasonable measures amidst difficult
and trying times.
       JEFFREYS v. COMMUNICATIONS WORKERS      OF   AMERICA    11
The judgment of the district court is hereby

                                                        AFFIRMED.
