RESOLUTION CONCERNING ANTITRUST COMPLIANCE POLICIES AND PROCEDURES OF THE PENNSYLVANIA ASPHALT PAVEMENT ASSOCIATION BE IT RESOLVED, that the following are adopted as the Pennsylvania Asphalt Pavement Association's Antitrust Compliance Policies and Procedures:
BE IT RESOLVED, that it shall be the policy of the Pennsylvania Asphalt Pavement Association, a not-for-profit 501(c)(6) organization, to be in strict compliance with all Federal and State Antitrust laws, rules, and regulations. Therefore, the Association’s Antitrust Compliance Policies and Procedures are adopted as follows:
1. These policies and procedures apply to all membership, board, committee and other meetings sponsored by the Association, all meetings attended by representatives of the Association and to the Association's employees in all of their activities within the scope of their employment.
2. All meetings of the Association whether membership, board, committee or any other type of meeting sponsored by the Association shall be conducted as though they were open to the public.
3. Discussions of prices and/or price levels are prohibited. In addition, no discussion is permitted of any elements of a company's operations which might influence price, such as (a) company’s cost of operations, supplies, labor or services, (b) allowances for discounts, (c) terms of sale including credit arrangements, and (d) profit margins and mark-ups.
4. It is a violation of the Antitrust laws to agree not to compete; therefore, discussions of division of territories or customers or limitations on the nature of business carried on or products sold, are not permitted.
5. Boycotts in any form are unlawful. Discussions relating to boycotts are prohibited including discussions about blacklisting or unfavorable reports about particular companies including their financial situation.
6. It is the Association's policy at all meetings of the membership, Executive Committee and the Board of Directors, that particular attention is paid to avoiding discussion of the subjects previously described.
7. It is the Association's policy that minutes of each meeting be prepared by a duly designated recorder and these minutes be circulated to all members in attendance following the meeting.
8. It is the Association's policy that all meetings attended by representatives of the Association, where discussion can border on an area of antitrust sensitivity, that the Association's representative(s) request that the discussion be stopped and ask that the request be made a part of the minutes of the meeting being attended. If others continue such discussion, the Association's representative(s) should excuse himself/herself from the meeting, and request that the minutes show that he/she left the meeting at that point and the reason he/she left.
9. It is the Association's policy that a copy of these Antitrust Compliance Policies and Procedures be given to each Director, official representative of member companies and Association employees annually, and that the same be read or understood as the first order of business at all meetings of the membership of the Association. These revisions to the Pennsylvania Asphalt Pavement Association Antitrust Compliance Policies and Procedures, reviewed and approved at the May 7, 2019 official meeting of the Board of Directors, will go into effect immediately and be published in the 2019 Membership Directory.