Adopted by the WDA House of Delegates, September 2008
It shall be the policy of the Wisconsin Dental Association to be in strict compliance with all Federal and State Antitrust laws, rules and regulations. In order to ensure that the Wisconsin Dental Association and its members comply with antitrust laws, the following principles will be observed:
- The Association or any committee, section, chapter, or activity of the Association shall not be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, expressed or implied, among two or more members or other competitors with regard to prices or terms and conditions of contracts for services or products. Therefore, discussions and exchanges of information about such topics will not be permitted at Association meetings or other activities.
- There will be no discussions discouraging or withholding patronage or services from, or encouraging exclusive dealing with any supplier or purchaser or group of suppliers or purchasers of products or services, any actual or potential competitor or group of actual potential competitors or any private or governmental entity.
- Any discussions of prices or price levels are prohibited. In addition, 1) no discussion is permitted of cost of operations, supplies, labor or services; 2) allowance for discounts; 3) terms of sale including credit arrangements, and; 4) profit margins and mark ups, provided this limitation shall not extend to discussions of methods of operations, maintenance, and similar matters in which cost or efficiency is merely incidental.
- There will be no discussions about allocating or dividing geographic or service markets or customers.
- There will be no discussions about restricting, limiting, prohibiting, or sanctioning advertising or solicitation that is not false, misleading, deceptive, or directly competitive with Association products or services.
- There will be no discussions about discouraging entry into or competition in any segment of the marketplace.
- There will be no discussions about whether the practices of any member, actual or potential competitor, or other person are unethical or anti-competitive, unless the discussions or complaints follow the prescribed due process provisions of the Association’s bylaws.
- Certain activities of the Association and its members are deemed protected from antitrust laws under the First Amendment right to petition government. The antitrust exemption for these activities, referred to as the Noerr-Pennington Doctrine, protects ethical and proper actions or discussions by members designed to influence: 1) legislation at the national, state, or local level; 2) regulatory or policy-making activities (as opposed to commercial activities) or a governmental body; or 3) decisions of judicial bodies. However, the exemption does not protect actions constituting a “sham” to cover anticompetitive conduct.
- Speakers at committees, educational meetings, or other business meetings of the Association shall be informed that they must comply with the Association’s antitrust policy in the preparation and the presentation of their remarks. Meetings will follow a written agenda approved in advance by the Association or its legal counsel.
- Meetings will follow a written agenda. Minutes will be prepared after the meeting to provide a concise summary of important matters discussed and actions taken or conclusions reached.
At informal discussions at the site of any Association meeting, all participants are expected to observe the same standards of personal conduct as are required of the Association in its compliance. It is the policy of this Association that a copy of these Antitrust Compliance Policy be given to each officer, director, committee member, official representative of member companies, and Association employees annually and that the same be read, or understood at all meetings of the membership of the Association.
WDA's proactive efforts
It has always been WDA policy to be, and to remain, in strict compliance with all federal and state antitrust laws, rules and regulations. The House of Delegates adopted an Antitrust Statement in 2008 to ensure member dentists and the WDA, its committees, regions, components and activities comply with antitrust law. This policy addresses all communications, including written, digital, oral, formal or informal, expressed or implied. It has been adopted and included in the WDA Board Manual, which is given to every new officer and trustee. The WDA is committed to providing employees, volunteer leaders, member dentists and dental team members with educational tools to help them avoid antitrust violations.