CropLife America Antitrust Compliance Policy
The antitrust laws of the United States and the various states prohibit agreements, combinations and
conspiracies in restraint of trade. Because CropLife America (“CLA”) and other trade and professional
associations are, by definition, combinations of competitors, one element of a possible antitrust violation is
generally present, and only some action by the association that unreasonably restrains trade generally needs
to occur for there to be an antitrust violation. Consequently, associations are common targets of antitrust
plaintiffs and prosecutors.
The consequences for violating the antitrust laws can be severe. A conviction can carry stiff fines for the
association and its offending leaders, jail sentences for individuals who participated in the violation, and a
court order dissolving the association or seriously curtailing its activities. The antitrust laws can be enforced
against associations, association members, and the association's employees by both government agencies and
private parties (such as competitors and consumers) through treble (triple)-damage actions. As the principal
federal antitrust law is a criminal conspiracy statute, an executive who attends a meeting at which
competitors engage in illegal discussions may be held criminally responsible, even if he or she says nothing
at the meeting. The executive's attendance at the meeting may be sufficient to imply acquiescence in the
discussion, making him or her liable to as great a penalty as those who actively participated in the illegal
agreement.
The antitrust laws prohibit competitors from engaging in actions that could result in an unreasonable restraint
of trade. Above all else, CLA members should be free to make business decisions based on the dictates of
the market – not the dictates of CLA.
Some activities by competitors are deemed so pernicious and harmful that they are considered per se
violations – it does not matter whether or not the activities actually have a harmful effect on competition; the
effect is presumed. These generally include price fixing, allocation of customers, markets or territories, bid-
rigging, and some forms of boycotts. In addition, there are many features that factor into price; agreements
as to factors that can directly impact price also are proscribed.
Other actions such as standard-setting, certification programs, and relationships between distributors and
suppliers generally are evaluated under a rule of reason – there is a balancing between the pro-competitive
and anti-competitive aspects of the activities; the pro-competitive effects must outweigh the anti-competitive
ones. These areas also should be approached with caution and legal guidance.
CLA has a policy of strict compliance with federal and state antitrust laws. CLA members should avoid
discussing certain subjects when they are together or are otherwise interacting – at formal CLA membership,
Board of Directors, committee, and other meetings, through telephone calls, virtual meetings, emails and
online forums, and in informal contacts with other industry members – and should otherwise adhere strictly
to the following guidelines:
• DO NOT discuss prices, fees or rates, pricing policies, or features that can impact (raise, lower or
stabilize) prices such as discounts, costs, salaries, terms and conditions of sale, warranties, or profit
margins. CLA members cannot come to understandings, make agreements, or otherwise concur on
positions or activities that in any way tend to raise, lower or stabilize prices or fees. There can be no
discussion as to what constitutes a reasonable, fair or appropriate price or fee to charge for any service orApproved by the CLA Board 3/1/2022
product. Note that a price-fixing violation may be inferred from price-related discussions followed by
parallel decisions on pricing by association members — even in the absence of an oral or written
agreement.
• DO NOT exchange data concerning fees, prices, production, sales, bids, costs, salaries, customer credit,
or other business practices unless the exchange is made pursuant to a well-considered plan approved by
CLA’s legal counsel. Information may be presented with regard to historical pricing activities so long as
such information is general in nature, participants’ data is aggregated, and no data is included on current
or future prices or fees being charged. Any discussion of current or future prices, fees, discounting and
other terms and conditions of sale – which may lead to an agreement or consensus on prices or fees to be
charged – is strictly prohibited.
• DO NOT agree with competitors as to uniform terms of sale, warranties or contract provisions.
• DO NOT discuss actions that are intended to discourage competition or innovation among CLA
members.
• DO NOT agree with competitors to divide up or allocate customers, markets or territories.
• DO NOT agree with competitors not to deal with certain suppliers or others.
• DO NOT try to prevent a supplier from selling to your competitor(s).
• DO NOT discuss your customers with your competitors.
• DO NOT resolve problems particular to a single CLA member or a small, select group of members with
the intent of diminishing competition.
• DO NOT coerce CLA members to implement particular programs or policies.
• DO NOT agree to any association membership, exhibitor, advertiser or other restrictions, standard-
setting, certification, accreditation, or self-regulation programs without the restrictions or programs
having been approved by CLA’s legal counsel.
• DO insist that CLA meetings (both in person and via audio- or videoconference) have agendas circulated
in advance and that all meeting minutes properly reflect the actions taken at the meeting.
• DO leave any meeting or gathering (formal or informal) where improper subjects are being discussed,
and tell everyone why you are leaving.
• DO ensure that only CLA staff sends out all written correspondence on behalf of CLA and that CLA
officers, directors, committee members, or other members do not hold themselves out as speaking or
acting with the authority of CLA when they do not, in fact, have such authority.
Any questions about CLA’s antitrust policy should be directed to Rachel Lattimore, CLA's Executive Vice
President of Legal and Regulatory Affairs, General Counsel, Secretary, at (202) 872-3895.
CropLife America Member Code of Conduct
Objective
CropLife America (“CLA”) is committed to providing a professional environment that is free from
harassment and discrimination in which all individuals, including members, employees, and volunteers, are
treated with respect and dignity. Each individual has the right to be in a professional atmosphere free from
unlawful harassment, discrimination, and retaliation.
This policy applies to conduct by members, employees, and volunteers of CLA, including but not limited to
officers, directors, members of committees, speakers, exhibitors, sponsors, members, attendees,
volunteers, and employees. It applies to complaints of harassment or other conduct that involve members,
employees, and volunteers of CLA at or in connection with all CLA events, including but not limited to
board, council, committee, work group , and task force meetings, conferences, and all other CLA programs,
online forums, events, and activities, whether in person, via telephone, online, or otherwise (collectively,
“CLA events”).
CLA is committed to providing a safe and productive environment free of discrimination, hostility,
harassment, and retaliation based on race, color, religion, sex, sexual orientation, gender identity or
expression, age, disability, marital status, citizenship, physical appearance, body size, or any other
characteristic protected by law.
CLA has a zero-tolerance policy for discrimination, harassment, and retaliation and is committed to
enforcing this policy vigorously, consistently, and objectively at and in connection with all CLA events.
Equal Opportunity
It is CLA’s policy to ensure equal opportunity without discrimination or harassment on the basis of race,
color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status,
citizenship, physical appearance, body size or any other characteristic protected by law. CLA prohibits all
such discrimination and harassment and will address all allegations in a swift and fair manner.
Harassment Defined
Harassment on the basis of any protected characteristic is strictly prohibited. Harassment includes verbal,
written, or physical conduct that denigrates or shows hostility toward an individual on the basis of any of
the above listed protected factors and that: (1) has the purpose or effect of creating an intimidating,
hostile, or offensive environment; (2) has the purpose or effect of interfering with an individual's
performance or ability to participate in CLA events; or (3) otherwise affects an individual's ability to
participate in CLA events.
Harassing conduct includes but is not limited to epithets, slurs, or negative stereotyping; threatening,
intimidating, or hostile acts; and denigrating jokes; and offensive texts, emails, or other messages.
Sexual harassment means any unwelcome conduct, comment, gesture, or contact of a sexual nature,
whether on a one-time basis or in a continuous series of incidents that might reasonably be expected to
offend or embarrass an individual. Sexual harassment also includes any unwelcome sexual advances,
requests for sexual favors, and other verbal or physical unwelcome conduct.
Prohibited Conduct- 2 -
As a professional organization, CLA is committed to diversity, equity, professional treatment of ideas, and
respectful treatment of all members, employees, and volunteers at or in connection with all CLA events.
CLA seeks to provide a professional atmosphere in which diverse participants may learn, network, and
otherwise participate in an environment of mutual respect. Conduct that is prohibited includes but is not
limited to:
• Harassment or intimidation based on race, color, religion, sex, sexual orientation, gender identity or
expression, age, disability, marital status, citizenship, physical appearance, body size, or any other
characteristic protected by law
• Sexual harassment or intimidation, including unwelcome sexual attention, stalking, or unsolicited
physical contact
• Harassment, intimidation, or coercion based upon a position as a board member, employee, or any
position of influence
• Abusive, lewd, or threatening conduct
• Bullying, harassment, or unprofessional conduct toward members, employees, volunteers, or other
participants at CLA events
• Physical violence or threats of violence
• Sexually charged communications or conduct
Reporting Acts of Harassment, Discrimination, or Retaliation
CLA encourages reporting of all perceived incidents of harassment, discrimination, or retaliation, regardless
of the offender's identity or position. Individuals who believe they have been the victim of such conduct
should report their concerns to CLA’s General Counsel or to any CLA officer or staff person. CLA encourages
individuals to advise the offender that their conduct is unwelcome and to request that it be discontinued, if
they feel comfortable so doing.
An individual making a complaint may be asked to put the complaint in writing promptly after reporting
unwanted conduct.
In the event that an individual feels that his or her physical safety is in jeopardy, CLA encourages the
individual to contact the appropriate law enforcement agency immediately.
Any reported allegations of harassment, discrimination, or retaliation will be investigated promptly by the
CLA’s General Counsel. The investigation may include individual interviews with the parties involved as well
as witnesses to the conduct.
CLA will maintain confidentiality to the extent consistent with appropriate investigation and corrective
action. CLA reserves the right to notify an individual’s employer of misconduct under this policy when it is
determined that such notification is appropriate.
If it is determined that an individual has engaged in prohibited conduct, the CLA Board of Directors, or the
appropriate committee or staff designee, shall determine the appropriate action to be taken against the
individual, which may include, but is not limited to:
• Private reprimand
• Expulsion from the CLA event without warning or refund
• Implementation of conditions upon attendance at future CLA events
• Removal of the individual as a board member or other volunteer leadership position
• Restriction from attendance at future CLA events- 3 -
• Suspension from or revocation of membership in CLA, pursuant to the CLA Bylaws
• Notification to the individual’s employer for misconduct as determined by CLA in its sole discretion
Determinations reached in CLA’s complaint process are not legally conclusive in any other proceeding.
False Reporting
Knowingly making a false accusation of harassment, discrimination, or retaliation, or knowingly providing
false information in the course of an investigation of a report, may be grounds for appropriate disciplinary
action. A complaint made in good faith, even if found to be unsubstantiated, will not be considered a false
accusation.
Retaliation
Retaliation against an individual for reporting harassment or discrimination or for participating in an
investigation of a claim of harassment or discrimination is a serious violation and is strictly prohibited. Acts
of retaliation should be reported immediately and will be promptly addressed.
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