Anti-trust & By-Laws

SWA Anti-trust Policy

While it is neither practical nor desirable to establish an exhaustive set of antitrust guidelines to regulate the conduct of the association’s officers in every particular, the following Antitrust Statement identifies those topics that are so sensitive from an antitrust standpoint that any discussion of them at association meetings must be strictly avoided.

All Officers/Directors should have available, and as appropriate, distribute, read from or refer to this Statement at every association meeting. Moreover, each association meeting must be preceded by an agenda. The meeting should follow its agenda and meeting minutes should be prepared and distributed after appropriate review.

Strict compliance with the antitrust laws is especially important since the Supreme Court has ruled that an association and its membership can be held jointly liable for uncondoned yet association-related activities of its members.

“On behalf of our association, welcome to this meeting of the Southern Wholesalers Association.

It is essential you observe certain ground rules as you participate in this meeting. As you know, antitrust laws prohibit or make highly imprudent the discussion of a number of matters at a meeting such as this. There can be no discussion among you at this meeting or in any other place concerning:

• the prices paid or charged by the companies you represent
• other terms or conditions established by your company such as credit terms, markups or profits;
• the geographical areas in which your company is seeking or may seek to do business;
• the persons or companies with whom your company will or will not do business;
• or production costs and plans.

Any departure from these ground rules could result in severe civil and criminal penalties to you as individuals, to your companies and even to the association. Indeed, federal sentencing guidelines mandate jail sentences for antitrust violations and call for criminal fines that may range into the millions of dollars.

If you have any questions about these antitrust limitations, I will address them at this time.”

Constitution & By-laws of the Southern Wholesalers Association

Click here to read and download the SWA Constitution & By-laws