I.       POLICY OF FULL COMPLIANCE

It is the policy of the Indiana Rural Broadband Association (INRBA) to comply fully with all applicable antitrust laws, both state and federal. Consistent with this policy of full compliance, INRBA has adopted this Antitrust Compliance Policy (the “Policy”).

1. PROCEDURES AND CONDUCT
   1. Procedures
      1. INRBA shall observe the following procedures:
         1. Other than exceptional circumstances (and in all cases in compliance with applicable INRBA bylaws), director and member meetings will be regularly scheduled and conducted pursuant to a written agenda distributed in advance to attendees;
         2. Other than exceptional circumstances (and in all cases in compliance with applicable INRBA bylaws), discussions at director and member meetings shall be limited to agenda items;

• INRBA business shall be conducted only through official meetings of the directors (including committees of directors) and/or members (including committees of members) or through appropriate written action in lieu of a meeting approved using processes and procedures in compliance with the INRBA bylaws;

1. Minutes shall be kept of all director and member meetings;
2. All agenda and minutes of director and member meeting shall be reviewed by designated INRBA staff prior to finalization. INRBA staff shall consult with INRBA legal counsel concerning such agenda and minutes, if and to the extent, staff determines that a sensitive topic or compliance issue under the antitrust laws is
3. INRBA legal counsel will be consulted prior to any exchange or collection of industry data to assure that it is undertaken in compliance with applicable antitrust laws; and

• If at any time an INRBA director, member, or staff believes that a sensitive topic under the antitrust laws is being or is about to be discussed, the director, member, or staff shall raise his or her concern to those present or to INRBA If a concern is raised relating to an antitrust issue, INRBA directors, members, and staff will end any discussion, seek the advice of INRBA legal counselor, if necessary, suspend or terminate any meeting until such issue is appropriately resolved or addressed.

2. INRBA will maintain the following policies regarding membership if the concern is raised relating to an antitrust issue, INRBA directors, members and staff will end any discussion, seek to advise of INRBA legal counselor, if necessary, suspend or terminate any meeting until such issue:
   1. INRBA will not exclude competitors from membership if the applicant otherwise meets membership requirements as set forth in the INRBA Decisions concerning an application for membership shall in all cases be made in compliance with applicable INRBA bylaws and policies in effect at the time of the decision.
   2. INRBA will not restrict members from dealing with

• INRBA will not prevent nonmembers from obtaining access to information not otherwise available, which, if denied, would limit the ability of the nonmember to compete effectively with members.

1. INRBA legal counsel will review all action by INRBA or the Board of Directors that has the effect of rejecting a membership application or removing a member from

1. Any INRBA director, member, or staff who participates in conduct that the Board of Directors, in consultation with INRBA legal counsel, determines to be contrary to this Policy shall be subject to disciplinary measures, up to and including, termination of participation in INRBA activities or termination of INRBA membership, provided any member discipline or termination shall be determined and carried out in accordance with INRBA Any proposed action under this subsection shall be reviewed by INRBA legal counsel prior to member discipline or removal.
2. A copy of this Policy shall be included in the Board of Directors Policy Manual. A copy of this Policy will be made available to all members, including via posting on the INRBA website. If INRBA legal counsel or staff believes that a meeting of the Board of Directors or of the members will involve a sensitive topic or compliance issue under the antitrust laws, the following statement shall either be read or a sign-in sheet with this

or a substantially similar Antitrust Avoidance Statement shall be used:

B.    CONDUCT

1. INRBA and its members and representatives shall not engage in activities or discussions, whether formal or informal, which might be construed as a joint or concerted attempt to:
   1. Raise, lower, or stabilize prices for unregulated services;
   2. Regulate the amount of services available;

• Allocate markets, customers, or territories;

1. Restrict competitive bidding;
2. Encourage boycotts or joint refusals to deal;
3. Foster unfair trade practices;

• Assist in monopolization; or
• In any way violate federal antitrust or applicable state

2. The following are examples of activities that, within INRBA context, most likely would not be

found to violate antitrust laws, applicable state laws or this Policy:

1. Discussion regarding strategies for lobbying of federal and state governments in order to obtain favorable legislation or regulatory treatment to the benefit of the industry;
2. Discussions relating to pricing of services regulated by any state or federal governing body, so long as the discussions are strictly related to the regulated prices; and

• The setting of standard or formulation of industry best practices utilizing a reasonable and objective process that is designed to enhance the quality of service; and

1. The collection, use, and distribution of industry data in a manner that meets applicable Department of Justice and Federal Trade Commission safe harbor guidelines found in the 1996 Statements of Antitrust Enforcement Policy in Health Care and broadly applicable to other industry trade

III.  GENERAL OVERVIEW OF PERTINENT ANTITRUST LAWS

1. FEDERAL ANTITRUST LAWS

The federal antitrust provisions of primary concern to INRBA members acting within INRBA context are

Section 1 of the Sherman Act (15 U.S.C. § 1); Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45); and the Robinson-Patman Act (15 U.S.C. § 13).

Section 1 of the Sherman Act prohibits agreements, combinations, or conspiracies in restraint of trade. Although courts have interpreted Section 1 to prohibit only joint or concerted actions that are “unreasonable”

restraints of trade, the courts have further found that particular practices such as price-fixing or division

of customers or markets are by their very nature so pernicious as to automatically be deemed “per se” unreasonable without the need for detailed inquiry as to their effect on the market.

Violation of the Sherman Act Section 1 is a felony, punishable by significant fines for individuals and corporations and/or imprisonment for individuals. In addition, government authorities may pursue civil enforcement actions. Violation of the Sherman Act

Section 1 may also subject those involved to civil liability for treble damages and attorneys’ fees in private suits.

Section 5 of the Federal Trade Commission Act (”FTC Act”) prohibits unfair methods of competition and unfair deceptive acts or practices. Essentially any violation

of the Sherman Act Section 1 would also constitute a violation of Section 5 of the Federal Trade Commission Act. Violation of Section 5 of the FTC Act may result in injunctions, cease and desist orders, and civil penalties against those involved.

B.    RELATED STATE LAWS

Most states have antitrust statutes that equate to the Sherman Act Section 1, except that they apply to actions affecting commerce within the state, as opposed to interstate commerce.

IV.  MEMBER RESPONSIBILITIES

This Policy cannot and does not attempt to comprehensively reference or address all activities that may violate federal antitrust laws or relevant state laws. As it relates to any sensitive topics or compliance issues INRBA and its individual members are expected to seek legal counsel and to individually assess their obligations and responsibilities under federal antitrust laws and relevant state laws.

INRBA 2020: Antitrust Compliance Policy