The Asphalt Emulsion Manufacturers Association (AEMA) is a trade association of members of the asphalt emulsion manufacturing industry which was incorporated in 1973 under the non-profit corporation law of the District of Columbia. It is organized to promote the common interests of its members and of the members of the asphalt emulsion industry when such interests do not conflict with the common good. AEMA is not intended to become involved, and will not become involved, in the competitive business decisions of its member companies, nor will it take any action which would tend to restrain competition in the emulsified asphalt industry.
Nevertheless, it is recognized by the Board of Directors of AEMA that the Association and its varied activities could be regarded by some as a forum or opportunity to promote anti-competitive conduct. For this reason, the Board of Directors has taken this occasion, through this statement of policy, to make clear its unequivocal support for the policy of competition served by the anti-trust laws as well as its uncompromising intent to comply strictly in all respects with those laws.
In addition to the Association`s firm commitment to the principle of competition served by the anti-trust laws, the penalties which may be imposed upon both the Association and its individual and corporate members involved in any violation of such laws, are now so severe that good business judgment demands that every effort be made to avoid any such violation. Certain violations of the Sherman Act, such as price-fixing, are felony crimes for which individuals may now be imprisoned for up to three (3) years or fined up to $100,000 or both, and corporations can be fined up to $1,000,000 for each offense. In addition, treble damage claims by private parties (including class actions) for anti-trust violations are extremely expensive to litigate and can result in judgments of a magnitude which could destroy the Association and seriously affect the financial interests of its individual members.
It shall be the responsibility of every member of AEMA to be guided by AEMA`s policy of strict compliance with the anti-trust laws in all AEMA activities. It shall be the special responsibility of Association officers, committee chairmen, and regional officers and regional committee chairmen to ensure that this policy is known and adhered to in the course of activities pursued under their leadership.
To assist the AEMA staff and all its officers, directors, committee chairmen, and conference officers in recognizing situations which may raise the appearance of an anti-trust problem, the Board will, as a matter of policy, furnish to each of such persons copies of the Association`s General Rules of Anti-Trust Compliance. The Association will also make available general legal advice when questions arise as to the manner in which the anti-trust laws may apply to the activities of AEMA or to any committee or conference thereof.
Anti-trust compliance is the responsibility of every AEMA member. Any violation of the AEMA General Rules of Anti-Trust Compliance or of this general policy will result in the immediate suspension from membership in the Association, and immediate removal from any Association office held by any official representative violating the same.
GENERAL RULES OF ANTI-TRUST COMPLIANCE
The following rules are applicable to all AEMA activities and must be observed in all situations and under all circumstances, without exception or qualification other than as noted below:
- Neither AEMA nor any of its committees or regional groups nor any activity of any of the same shall be used for the purpose of bringing about, or attempting to bring about, any understanding or agreement, written or oral, formal or informal, express or implied, among competitors with regard to prices, terms or conditions of sale, discounts, distribution, volume of production, territories or customers.
- No AEMA activity or communication shall include discussion or action, for any purpose or in any fashion, of prices or pricing methods, production quotas or other limitations on either the timing or volume of production or of sales, or involve allocation of territories or markets or customers in any way.
- No AEMA committee or regional group or committee thereof shall undertake any activity which involves exchange or collection and dissemination among competitors, of any information regarding prices, pricing methods, costs of production, or of labor or sales or distribution or individual company statistics of any kind, without first obtaining the advice of legal counsel, provided by the Association, as to those proper and lawful methods by which these activities may be pursued.
- No AEMA activity or communication shall include any discussion or action which might be construed as an attempt to prevent any person or business entity from gaining access to any market or to any customer for goods or services, or to prevent or boycott any business entity from obtaining a supply of goods or otherwise purchasing goods or services freely in the market.
- No AEMA activity or communication shall include any discussion or action which might be construed as an agreement or understanding to refrain from purchasing any raw materials, equipment, services or other supplies from any supplier.
- Neither AEMA, nor any of its committees or regional groups thereof, shall make any effort to bring about the standardization of any product or method of manufacture or certification of any product or program, for the purpose of preventing the manufacture or sale of any product not conforming to a specified standard or which would tend to have the overall effect of either lessening competition or resulting in a degree of price stabilization.
- No person or company shall be unreasonably excluded from AEMA membership or participation in any AEMA activity, committee, product section or conference, where such exclusion may impair such person’s or company’s ability to compete effectively in the emulsified asphalt industry.
- Participation in any and all Association activities by any member company is wholly voluntary and no action may be taken by the Association or any committee or regional group thereof which would compel adherence to any Association standard or participation in any Association activity or program.
- In conducting AEMA committee meetings, or product sections or conferences, the chairman thereof shall prepare and follow a formal agenda. Minutes of each meeting shall be distributed to all persons who attended such meetings. Approval of the minutes shall be obtained from the membership of the committee, product section or conference at its next meeting. Copies of the minutes shall be transmitted to the headquarters staff and to legal counsel.
- In informal or social discussions at the site of an AEMA meeting, which are beyond the control of its officers and chairmen, all representatives are expected to observe the same standards of personal conduct required of the Association in its compliance with these anti-trust guidelines.