| —PHMA ANTITRUST POLICY—
PHMA Antitrust Policy
(Formally Adopted June 2009)
SECTION 1. Policy Statement
It is the policy of the Professional Housing Management Association (PHMA) to comply strictly with the letter and spirit of all applicable federal, state, and international competition and antitrust laws and regulations. Any activities of PHMA or PHMA-related actions of its staff, officers, board members, chapter officers, committee chairs, committee members or members that violate these laws or regulations can be detrimental to the interests of PHMA and are contrary to PHMA policy. Because antitrust investigations and litigation are lengthy, complex, disruptive and expensive, PHMA and its members must not only comply with the antitrust laws in fact, but must also conduct themselves in a manner that avoids even the appearance that the law is being violated.
The antitrust laws are the rules under which our competitive economic system operates. Their primary purpose is to preserve and promote free competition. Association meetings, workshops and other activities by their very nature bring together military housing management services providers and others who do or potentially could compete with one another. Accordingly, it is necessary to avoid discussions of sensitive competitive topics and especially important to avoid agreements or recommendations with respect to such subjects. Agreements among competitors to fix prices or fees for products or services, to allocate markets or clients, to engage in boycotts of certain customers or suppliers, to refuse to deal with third parties, to purchase only from a specific third party, or to purchase only on certain terms or conditions are automatically illegal under the antitrust laws and must be avoided at all costs. It does not matter what the reason for the agreement might be.
An antitrust violation does not require proof of a formal agreement. A discussion of potentially anticompetitive conduct followed by parallel action by those involved in or present at the discussion, can be enough to show an antitrust conspiracy. As a result, those attending an association-sponsored meeting must remember the importance of avoiding not only unlawful activity, but also even the appearance of unlawful activity.
Based on the foregoing, and because the mere discussion of the following topics may lead to a violation of the antitrust laws, discussions of the following topics will be prohibited at PHMA meetings:
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Current pricing or pricing policies of your company or any other company;
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Terms and conditions of doing business, including discounts, rebates, credit terms and credit availability, warranty terms, return policies, special orders, etc.;
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Current or projected costs of your company or another company;
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Current or projected profits or profit margins;
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Future plans dealing with pricing, terms and conditions, product lines, levels of production, and product promotion;
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Speculation or predictions about what companies or other parties may do in response to business developments or government actions;
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Intent or willingness to serve or not serve, or to serve only on certain terms, certain customers, territories, or markets; to buy or not buy, or to buy only on certain terms, from certain suppliers; to restrict cooperation with competitors; to conduct or not conduct research on certain products; or to produce only certain types of products;
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Market shares or levels of production of any company.
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As a practical matter, violations of these rules can have serious consequences for PHMA, as well as for its members. The Sherman Antitrust Act is both a civil and criminal statute. Violations are felonies punishable by penalties of up to $11 million for corporations and by imprisonment of up to three years or penalties of up to $350,000, or both, for individuals. In addition, the Justice Department, state attorneys general, and any person or company injured by a violation of the antitrust laws may bring civil actions for three times the amount of the damages suffered, plus attorneys’ fees and injunctive relief.
SECTION 2. Implementation
Implementation of this Antitrust Compliance Policy shall include, but shall not be limited to, the following:
A.
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At any PHMA meeting or in any PHMA-related document, statements or discussions regarding any of the following are contrary to PHMA policy and will not be tolerated: pricing policies or prices or fees for professional services or products, including elements of price such as payment terms, credit terms, rebates, mark-ups or discounts; profitability, including margins; quality ratings of suppliers or their products or services; those that might be interpreted as a dividing up of territories or clients; those which may cause a competitor to cease purchasing from a particular supplier or dealing with a particular client, or to purchase or deal with such person or entity only on specified terms.
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B.
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PHMA Board of Directors meetings shall be conducted pursuant to agendas distributed in advance to attendees; discussions shall be limited to agenda items, and minutes shall be prepared and distributed to attendees promptly. Each meeting shall begin with notice to all attendees of this Antitrust Compliance Policy.
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C.
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No officer, director, chapter officer, committee chair, or other PHMA member shall make any representation in public or private, orally or in writing, that states, or appears to state, an official policy or position of PHMA without specific authorization to do so.
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D.
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PHMA members or staff who participate in conduct that is contrary to this Antitrust Compliance Policy shall be subject to disciplinary measures up to and including termination of membership on the Board, committee, chapter board, or the Association itself.
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