Board Member Orientation Manual - Air Barrier Association of America

ABAA Board of Directors Orientation ManualThe proper conduct of Association meetings requires an understanding andconscious awareness by all of antitrust implications. Your non-participation in thediscussions pro and con may not protect you if, out of such discussions at a meetingyou attend, any agreement in restraint of trade originates. However, no imputedunlawful purpose can arise if conscious independent and individual judgment isexercised and no illegal common course of action is pursued.To assist in avoiding antitrust problems at Association meetings, a list of fourDON'TS has been prepared. You should read and remember these four basic rules.BE ALERT AND KEEP INFORMED. Antitrust laws are wide ranging, complex, andsubject to changing interpretation. Consult your company's counsel or theAssociation's counsel immediately if you have any questions about the legality ofany proposed Association action.ASSOCIATION ANTI-TRUST DON'TS1. DON'T discuss the prices your company will charge customers.2. DON'T discuss discounts, terms or conditions of sale, warranty terms, profitsor profit margins, shares of the market, bids or the intent to bid, rejection ortermination of customers, sales territories or markets.3. DON'T discuss administrative or disciplinary action by the Association againsta particular member or nonmember, or enforcement of any Association codeof ethics against particular members or non-members, in the absence ofspecific legal guidance.4. DON'T propose or discuss any proposal, in the absence of specific legalguidance, that the Association sponsor or engage in any activity, which mayhave the effect of producing an adverse economic impact on some competingcompanies.2013 Board of Directors Orientation Manual Page 46 of 59