The following statements and principles shall guide and govern the Oregon Broadband Association (“OBA”) and its directors, officers, employees, members, standing committees, subcommittees, ad hoc committees, and any and all other representatives of the association.

 

 

WHEREAS, it is the intention of OBA to comply fully with all laws and regulations applicable to its operations, and it is and has been the policy of OBA to comply fully with the various federal and state laws and regulations governing the area of antitrust; and

 

WHEREAS, the delivery of telecommunications services to consumers requires numerous complex contractual, technical and other business arrangements between companies, many of which are both competitors and suppliers to each other of facilities and services; and

 

WHEREAS, it is the policy of OBA, in the course of its activities and functions, to prohibit conduct that might be construed to violate federal or state laws and to further avoid even the appearance of facilitating anticompetitive conduct;

 

IT IS, THEREFORE, RESOLVED, that the following Antitrust Policy is adopted by the Board of Directors of OBA.

 

 

This Policy is intended to establish guidelines for OBA and its members that will help ensure compliance with the antitrust laws and regulations and reduce the risk that even merit less antitrust claims might be brought against OBA or its members. Accordingly, in certain respects, this Policy is significantly more restrictive than federal and state antitrust laws.

 

This Policy shall apply to all OBA representatives, members and other attendees at membership, board, and committee and other meetings or informal gatherings sponsored by or related to OBA, and to all other meetings attended by representatives of OBA.

 

This Policy is not intended to be a comprehensive statement of either federal or state laws as those laws may apply to OBA or its members. Each OBA member, representative or attendee should individually seek his or her own counsel if there are any questions as to the permissible scope of activities.

 

 

Conduct that might lessen competition. OBA members, representatives and meeting attendees shall not take any action, or engage in any collective activity or discussion, that would or might lessen competition between or among firms in the telecommunications industry (whether or not members of OBA) or among such firms, suppliers or customers such as:

· Fixing or maintaining rates, prices, or terms and conditions of service with competitors or potential competitors in an unlawful manner;

· Allocating customers or territories among competitors or potential competitors in an unlawful manner; or

· Taking any other action that is or intended to be harmful to competition.

 

Discussion on competitive information. OBA members, representatives and meeting attendees shall not discuss Competitive Information (as defined below) in any OBA meeting or informal gathering related to OBA business.

 

“Competitive Information” as used in this Policy refers to all competitively sensitive information and includes, but is not limited to, information concerning:

· Competitive Territories: the plans, intentions or willingness of any member to offer service (or refrain from offering service) in any markets, areas or territories, or to any potential customers, except for discussions concerning existing or proposed network arrangements required for exchange of communications;

· Competitive Rates: the plans, intentions or willingness of any member to raise, lower or stabilize any rate or price for, or to implement any term or condition of, any service that might be offered in competition with any other member or in competition with any other person present at a meeting;

· Competitive Strategies: the plans, intentions or willingness of any member concerning any current or future marketing or pricing strategies or cost structure or business plans regarding any service that might be offered in competition with any other member or in competition with any other person present at a meeting;

· Boycotts: the plans, intentions, or willingness of any member concerning any willingness to deal with (or to refuse to deal with) or to provide (or refuse to provide) any product or service to, any customer, supplier, or competitor;

· Other Matters: any other matters as to which companies in the telecommunications industry ordinarily compete with each other.

 

The foregoing shall not be construed to prohibit OBA representatives, members or attendees from participating in formal or informal legislative, regulatory, judicial or other governmental meetings or proceedings concerning matters that may affect the interests of the telecommunications industry currently or in the future, including issues relating to competition, rates and service areas, so long as such participation is conducted in accordance with applicable antitrust laws and regulations.

 

 

To foster compliance with this Policy, and to ensure that a formal record of meetings is maintained, OBA board and committee meetings shall, to the extent practicable, be conducted as follows:

Written agendas shall be prepared and distributed beforehand. If possible, agendas shall be reviewed prior to the meeting by the OBA President, and meeting topics shall be limited to the subjects shown on the agenda. Informal or unscheduled meetings of OBA board, committees and subcommittees should be avoided.

 

Copies of this Policy shall be distributed at least annually at a meeting of the OBA board, and of each committee, and OBA members, representatives and attendees are to be reminded of the provisions of OBA Antitrust Policy and shall be requested to ensure that the conduct of the OBA’s business conforms with the policy.

 

 

OBA members, representatives and attendees should promptly bring any antitrust concerns to the attention of OBA President. Because antitrust law and policy is legally complex (especially in view of the heavily regulated nature of the telecommunications industry), all OBA members, representatives and attendees are expected and instructed to seek promptly the advice of counsel for OBA in the event that there is any question as to whether any contemplated action, activity, proposal, or other course of action may be in conflict with applicable law.

 

OBA members, representatives and attendees should terminate any discussion, seek legal counsel’ s advice, or, if necessary, leave any meeting or discussion where improper subjects are being discussed and explain the reasons for departure to those still in attendance.