msha-nssga-alliance-header

NSSGA Disclaimer and Antitrust Policy

Web Site Disclaimer

Not Provision of Legal Advice.  The information contained in this Web site has been prepared by the National Stone, Sand and Gravel Association (NSSGA) as a service to its members and is not intended to constitute legal advice or the rendering of legal service of any kind. NSSGA has used reasonable efforts in collecting, preparing and providing potentially useful information and material, but NSSGA does not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained in or linked to this Web site. Users of this Web site should not in any manner rely upon or construe the information in this Web site as legal advice and should not act or fail to act based upon the information in this Web site without seeking the services of a competent legal professional.<P>                             

Third-Party Products and Services.  Information about third-party products and services has been provided to the National Stone, Sand and Gravel Association (NSSGA) by its member companies. NSSGA makes no recommendations or endorsements concerning third-party products and services that are referenced or listed in this Web site. The comments provided by member companies in some cases represent the views of the commenter alone and not of NSSGA. References to third-party products and services are provided by NSSGA “as is,” without warranty of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, NSSGA disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. NSSGA does not warrant that the results that may be obtained from the use of any third-party product or service will be accurate or reliable or that the quality of any products, services, information, or other material obtained from a third party will meet your expectations or satisfy any standards. Member firms who wish to act on this information bear full and complete responsibility for determining if the listed contractors can provide a service that meets their needs and complies with MSHA requirements.

 

Anti-Trust Statement

Article XI-Section 1: Policy: “The Association shall conduct all its business, meetings and other affairs in strict compliance with the applicable antitrust and trade regulation laws. Officers, staff, directors and members are directed to adhere to this policy when engaging in any Association activity and to immediately report to the Association’s legal counsel, for appropriate advice and action, any proposals, activities or incidents that may violate this antitrust compliance requirement. Any violation of this Section is unequivocally contrary to Association policy and is cause for membership expulsion or employment termination.”

 

Link to attached policy.pdf with the following text

“NSSGA Policy Concerning Antitrust compliance policies

and procedures & Checkliest for Association Meetings”

The NSSGA is committed to full compliance with the letter and the spirit of federal and state antitrust and trade regulation laws, as stated in Article IX of the Association’s Bylaws. The Association, its Officers, Directors, Staff and Members shall, at all times, avoid discussions and actions which may be construed in any way to restrict competition.

Through its seminars, educational courses, publications, Committee meetings and other activities, the Association brings together representatives of competitors throughout the industry. The subject matters of Association activities are normally technical or educational in nature. The Board of Directors nevertheless recognizes the remote possibility that the Association and its activities can be abused and be seen by those ignorant of or determined to violate the law as providing an opportunity for anticompetitive conduct. No effort or intent to restrain competition or violate our laws can or should be tolerated. The Board, through this statement of policy, states its unequivocal support for the policy of competition served by the antitrust laws and uncompromising intent as individual companies and as an Association to comply strictly in all respects with those laws governing competitive activities.

All meetings of the Association, whether membership, Board, Committee or of any other type, shall be conducted in accordance with this Policy and the attached Checklist for NSSGA meetings. Meetings shall be conducted as though they were open to the public. All meetings shall be held pursuant to advance notice and written agenda. In informal discussions at the site of an Association meeting, all Members are expected to observe the same standards of conduct as are required by this Association Antitrust Policy Statement. Informal rump sessions called to discuss competitively
sensitive issues are never permitted.

It is a violation of the antitrust laws to agree not to compete. Therefore, discussions about dividing territories or customers or limiting the nature of business carried on or products sold are not permitted. Similarly, discussions or sharing information of current prices, current price levels, or current price trends are prohibited. And, no discussion is permitted of any element of a company’s operations which might influence price such as (a) costs of operations, supplies, labor or services, (b) allowances or discounts, (c) terms of sale, including credit and warranty arrangements, (d) profit margins and mark ups, and (e) capacity reductions or expansions, or production quotas or other limitations on either the timing, costs or volume of production.

Boycotts in any form are unlawful. Consequently, any discussion — no matter how fleeting — about blacklisting or circulating unfavorable reports about particular companies, including their financial situation, is prohibited. Nor shall there be any discussion which might be construed as an attempt to prevent any person or business entity from gaining access to any market or customer for goods or services, or to prevent any business entity from obtaining a supply of goods or otherwise purchasing goods or services freely in the market.

Participants at all Association-sponsored meetings are reminded that they are not bound by opinions expressed or conclusions reached at those meetings. Nor is any Member bound to conduct its business in accordance with any Association policy or proposed practice if such policy or practice might, in any way, be construed as adversely affecting competition.  Speakers at Association meetings shall be informed of the need to comply with the Association’s antitrust policy in the preparation and presentation of their talks.

Association policy requires that minutes of each meeting be prepared by a duly designated recorder and circulated to all Members in attendance following the meetings. Legal Counsel shall review draft minutes whenever deemed prudent by Association Staff Association policy does not require the attendance of legal Counsel at Association meetings other than those of the Board and the general membership. However, when legal Counsel is not in attendance, Association Staff are required to be present to assure strict compliance with Association policies and to consult legal Counsel as may
be required.

When discussion borders on an area of antitrust sensitivity, the Association’s representative in attendance shall request that the discussion be immediately stopped and, in the unlikely event that it does not, terminate the meeting and report that fact immediately to the Association’s President. The matter can then be reviewed with legal Counsel and a determination made as to the necessity of further action by the Association.

 

ANTITRUST CHECKLIST FOR
NATIONAL STONE, SAND AND GRAVEL ASSOCIATION MEETINGS

This antitrust checklist is for use by NSSGA Staff and Member representatives in the conduct of NSSGA- sponsored meetings to help ensure compliance with the NSSGA Policy Concerning Antitrust Compliance Policies and Procedures.  NSSGA Policy applies equally to social gatherings incidental to NSSGA-sponsored meetings. The Checklist is not exhaustive and does not address antitrust issues relating to activities other than NSSGA meetings, but is intended to provide guidance for participating in NSSGA activities.

DO                                                                                

Do ensure strict performances in areas of:

 

OVERSIGHT/SUPERVISION:                                          

•   have an NSSGA Staff representative at each NSSGA-sponsored meeting (unless an exception has been authorized by the appropriate NSSGA vice president);

•   consult with NSSGA legal Counsel on all antitrust questions relating to NSSGA – sponsored meetings;

•   limit meeting discussions to agenda topics (unless additional topics have been approved by the
appropriate NSSGA Staff representative); and

•   ensure that Member company representatives and NSSGA Staff representatives attending an NSSGA-sponsored meeting have a copy of this checklist..

 

RECORDKEEPING:

•   have an agenda and minutes which accurately reflect the matters which occur;

•   provide agenda and minutes to legal Counsel for review and approval in advance of distribution;and

•   fully describe the purpose and authorities of all task groups, work groups, ad hoc or other standing committee subgroups in the minutes of the appropriate parent committee.

 

VIGILANCE:

•   protest against any discussion or meeting activities, which appear to violate this checklist; disassociate yourself from any such discussion or activities and leave any meeting in which they continue.

DON’T

Don’t, in fact or appearance, discuss or exchange information on:

PRICES, INCLUDING:

•   individual company prices, price changes, price differentials, markups, discounts, allowances, credit terms, etc;

•   individual company data on costs, production, capacity, inventories, sales, labor, supplies, etc.; and

•   industry pricing policies, price levels, price changes, differentials, etc.

 

PRODUCTION, INCLUDING:

•   plans of individual companies concerning the production, distribution or marketing of particular products, including proposed territories or customers; and

•   changes in industry production, capacity or inventories.

 

TRANSPORTATION RATES:

•   rates or rate policies for individual shipments, including basing point systems, zone prices, freight equalization, etc.

 

MARKET PROCEDURES, INCLUDING:

•   company bids on contracts for particular products; company procedures for responding to bid invitations; and

•   matters relating to actual or potential individual suppliers or customers that might have the effect of excluding, boycotting, or blacklisting them from any market or influencing the business conduct of other firms toward them.