C general operating procedures 1 distribution of

C. General operating procedures
1. Distribution of policy . A copy of this document shall be provided to all
directors, officers, participating members, and any staff. This Policy also shall be
available on PDi2’s Web site, and a copy shall be provided to any member upon
request.
2. Education and training . PDi2 legal counsel shall discuss PDi2’s
Antitrust Policy with new board members during their orientation and shall
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periodically update directors, officers, and management staff about potential
antitrust problems.
3. Meetings.
a. Notice and agenda . To the extent feasible, each PDi2 meeting shall
be preceded by a notice with a draft agenda, and the agenda for the
meeting shall be approved at the beginning of the meeting and
followed during the meeting.
b. Attendance of legal counsel . To the extent feasible, PDi2 legal
counsel shall be present at all meetings of the Board of Directors and
meetings of members and shall be given advance notice of other PDi2
meetings at which antitrust-sensitive issues may be discussed.
c. Conduct . Members and management staff have the responsibility to
terminate any discussion, seek the advice of PDi2 legal counsel or, if
necessary, terminate any meeting if the discussion might be construed
to violate the antitrust laws or PDi2’s antitrust policy.
d. Minutes . The events of each PDi2 meeting shall be recorded in
concise written minutes. The minutes shall accurately describe the
actions taken, and where appropriate, any rationale or additional
pertinent discussion. PDi2 legal counsel shall approve all minutes of
Board of Directors meetings before they are finalized.
Minutes shall be signed by the Secretary or other person designated by
the Chair. When prepared by someone other than the Secretary or
management staff, the draft minutes shall be reviewed by management
staff prior to distribution to the committee. No person shall sign
minutes that have been doctored or are incomplete, or in the case of
minutes of a Board of Directors meeting, have not been approved by
PDi2 legal counsel.
4. Communications and statements . All PDi2 communications and
statements made on behalf of PDi2 shall comply with this Antitrust Policy.
Newsletters, press releases, speeches, statements, comments to governmental
agencies, letters, etc., which involve antitrust-sensitive issues, shall be submitted
for advance review by PDi2 legal counsel.
5. Web site . The terms and conditions of the PDi2 Web site shall require
users to comply with PDi2’s antitrust policy.
6. Exclusion of members . Membership application, and decisions affecting
continuing membership rights, shall be processed in accordance with PDi2
bylaws.
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7. Communications with antitrust authorities . No PDi2 director, officer,
or staff person shall have authority to communicate on behalf of PDi2 with
officials of the Federal Trade Commission, the Antitrust Division of the
Department of Justice, or the Antitrust Division of the state’s Office of Attorney
General without prior approval of PDi2 legal counsel.
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