WASTEC Anti-Trust Compliance Guidelines

(Adopted August 29, 2001)

I. INTRODUCTION

The federal and state antitrust laws are intended to insure that there be free and open competition to the maximum extent possible.The antitrust laws prohibit most business behavior that unreasonably restrains competition. As a general rule, any practice or agreement that tends to limit competition is inherently suspect and should be avoided. Waste Equipment Technology Association (WASTEC) members should not discuss any activity or agreement that would tend in any way to limit competition among members of the association, their suppliers or their customers without first consulting antitrust counsel. The antitrust laws are complex and it is impossible in brief outline to set out all of the principles they embody. These guidelines are intended therefore only to alert WASTEC members and staff to those types of association activities which are most likely to present antitrust law compliance problems.

Violation of the federal antitrust laws is a felony subject to very large fines (for corporations up to the greatest of ten million dollars, twice the pecuniary gain the corporation derived from the crime, or twice the pecuniary loss caused to the victims of the crime, and up to three hundred and fifty thousand dollars for individuals) and jail sentences.In additions, individuals, businesses and the U.S. government may recover three times the actual damages sustained as a result of a violation of the antitrust laws plus attorney’s fees. In light of these extremely costly consequences for violating the antitrust laws, it is obviously important for WASTEC members and staff to adopt a conservative approach to compliance.

II. MEETING PROCEDURES

In addition to avoiding behavior that is unlawful, it is important for WASTEC to conduct its activities in a way that will not present the appearance of possible illegality. The following procedures should be followed in all official WASTEC meetings:

1. There should be a written agenda, prepared in advance, for all WASTEC meetings, including committees and subcommittees.
2. Minutes should be prepared which accurately reflect the matters discussed and action taken.
3. Agendas and minutes should be precise in describing matters discussed and action taken. The Environmental Industry Associations (EIA) General Counsel should review agendas prior to meetings and should review all minutes in draft form.
4. No informal or secret meetings should be held.
5. Members should avoid discussion of business matters of substance outside formal meetings.
6. If possible, counsel and association staff should be present at all general membership meetings of the association and Board of Governors meetings.

III. SUBJECTS WHICH ARE SENSITIVE AND SHOULD BE DISCUSSED ONLY WITH THE GUIDANCE OF COUNSEL

There are several areas of legitimate trade association concern which may be discussed by association members, but which do require the guidance of counsel. These subjects include practices or agreements which do not necessarily constitute unreasonable restraints of trade because they do not adversely affect competition or, if they have some adverse effect on competition, may be justified by business reasons and possess some competition-enhancing aspect. Each of the following subjects requires careful evaluation and should not be discussed without guidance from the EIA General Counsel:

1. Eligibility for membership in the association or expulsion of a member.
2. Association codes of ethics and other industry self-regulation activities.
3. Standards or certification programs.
4. Cooperative research programs.
5. Statistical programs.
6. Cooperative purchasing programs.

IV. CONCLUSION

These guidelines are intended to provide WASTEC members and staff with a brief outline of those activities which should be avoided entirely and those which can be engaged in with guidance from counsel. When in doubt, it is best to consult the EIA' General Counsel. All requests for information or documents addressed to the trade association by law enforcement agencies should immediately be referred to the EIA General Counsel.