It is the policy and practice of this organization to comply fully with the federal and state antitrust laws and with all other applicable laws and regulations. Any trade association in which competitors participate carries with it the danger of providing a forum for activities that may fall within the proscriptions of the antitrust laws. Consequences of failing to abide by the antitrust laws can be severe, including, for example, substantial fines, prison sentences and suits for damages by injured parties. In addition, antitrust litigation is burdensome, expensive and time-consuming for all concerned, even if the outcome is ultimately favorable. Accordingly, members, prospective members and/or the Directors, officers, employees and staff of this organization (collectively, “Participants”) shall abide by the guidelines set forth in this Antitrust Compliance Policy.
A. All association meetings must have a clearly spelled out and proper purpose. Each meeting shall be conducted pursuant to a written agenda, circulated in advance (and the agenda shall provide more detail than "(1) old business, (2) new business, and (3) other"). All association meetings shall be attended either by legal counsel or with legal counsel’s concurrence by a qualified association staff member. Written minutes of all meetings shall be prepared (and reviewed with legal counsel before finalized) and shall accurately reflect the participants in the meeting and the subjects discussed.
B. Participants shall not participate in any "rump sessions" or other “break out” meetings before, after or during trade association meetings unless such meetings are approved in advance by the association and adhere to the requirements of this policy. In addition, Participants shall not engage in discussions or conduct at social events incidental to trade association meetings which would not be proper at the meetings themselves.
C. Participants shall avoid any discussions of competitively sensitive subjects; thus, Participants shall not engage in any discussions or agreements regarding: prices, price lists, discounts, promotions, pricing policies, allowances, or any other matter related to price, profits or profit margins, costs, freight charges, currency fluctuations, accounting practices, production limits, volume levels, standardizing or differentiating products, formulas, credit terms and other conditions of sale, market shares, the geographic areas or types of customers served, relationships or terms of dealing with individual customers, future business plans or strategies, and forecasts.
D. Participants shall not engage in any discussions or agreements regarding any allocation of markets or division of customers.
E. Participants shall not discuss or enter into agreements to boycott a particular industry participant – including competitors, suppliers or customers. Even discussing legitimate trade abuses committed by certain firms could be characterized as a boycott and should not be raised. Similarly, Participants shall not discuss or agree to take a particular course of action relative to a single member or small group of members.
F. Statistical data collection and reporting programs shall relate only to past transactions, and data shall be reported in an aggregate form that does not permit identification of individual transactions or reporting companies. Membership participation in such programs shall always be voluntary.
G. The association will not develop standards or practices which restrict the business of any firm or individual. Legal counsel shall be consulted before engaging in standard-setting efforts to ensure that the substance and process of standard-setting does not create any material antitrust risk.
H. Member standards and the content of all association programs are subject to this Antitrust Compliance Policy and are to be cleared by legal counsel before implementation.
I. Participants shall be careful in their choice of words and shall never, even in jest, use words that indicate approval of or participation in prohibited conduct. Participants shall avoid conjecture, exaggeration or colorful language that might be misinterpreted.
J. All documents of the association are subject to scrutiny by legal counsel, and it shall be the responsibility of the association staff to see that legal counsel is informed before any document which could be construed to raise questions under this Antitrust Compliance Policy is circulated or approved.
K. If any subject with any anti-competitive implication or appearance is raised at any meeting or any other trade association event, persons attending the meeting or event shall object immediately to an association staff person and request that the subject be dropped.
L. Participants shall promptly contact legal counsel for guidance in resolving all questions that may arise concerning the propriety of any proposed program, activity or discussion.