The Connecticut Chiropractic Association (the “CCA”) is a not-for-profit organization. The CCA is not organized to and may not play any role in the competitive decisions of its members or their employees, nor in any way restrict competition among members or potential members. Rather it serves as a forum for a free and open discussion of diverse opinions without in any way attempting to encourage or sanction any particular business practice.

The CCA provides a forum for exchange of ideas in a variety of settings including its annual meeting/membership meeting, educational programs, committee meetings, and Board meetings. The Board of Directors recognizes the possibility that the Association and its activities could be viewed by some as an opportunity for anti-competitive conduct. Therefore, this policy statement clearly and unequivocally supports the policy of competition served by the antitrust laws and to communicate the Association's uncompromising policy to comply strictly in all respects with those laws. These laws prohibit activities that illegally restrain or reduce competition, control prices, allocate markets, or result in boycotts, specifically with respect to activities, negotiations, and interactions with competitors and/or payers. In addition, the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement prohibit specific conduct by, between and among the CCA, its officers, directors, members, employees, representatives, and agents, which could lead to or constitute an antitrust violation.

While recognizing the importance of the principle of competition served by the antitrust laws, the Association also recognizes the severity of the potential penalties that might be imposed on not only the Association but its members as well in the event that certain conduct is found to violate the antitrust laws. Should the Association or its members be involved in any violation of federal/state antitrust laws, such violation can involve both civil and criminal penalties that may include imprisonment for up to 3 years as well as fines up to $350,000 for individuals and up to $10,000,000 for the Association. In addition, damage claims awarded to governmental agencies and or private parties to a civil suit may be tripled for antitrust violations, and attorneys’ fees are also available to a successful claimant. Given the severity of such penalties, the Board intends to take all necessary and proper measures to ensure that violations of the antitrust laws do not occur.

The following legal standards, code of conduct and guidelines are intended to ensure the CCA’s strict adherence with the federal and state antitrust laws, the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement, and to assist the CCA with our compliance with these important laws and pronouncements.

A. Legal Standards Applicable to Antitrust Compliance

The following legal standards will be observed relative to compliance with the antitrust laws:

1. No CCA officer, director, employee, representative or agent may, directly or indirectly, or through any corporate or other device, in connection with the provision of chiropractic services:

a. Enter into, adhere to, participate in, maintain, organize, implement, enforce or otherwise facilitate any combination, conspiracy, agreement, or understanding between or among any chiropractors with respect to the provision of chiropractic services:

i. to negotiate on behalf of any chiropractor with any payer regarding any term, condition, or requirement upon which any chiropractor deals, or is willing to deal, with any payer, including, but not limited to, price terms; or

ii. to deal, refuse to deal, or threaten to refuse to deal with any payer.

b. Request, propose, urge, advise, recommend, advocate, or attempt to persuade in any way any chiropractor to deal or not deal with a payer, or accept or not accept the terms and conditions, including, but not limited to, price terms, on which the chiropractor is willing to deal with a payer;

c. Exchange or facilitate in any manner the exchange or transfer of information among chiropractors concerning any chiropractor’s willingness to deal with a payer, or the terms or conditions, including price terms, on which the chiropractor is willing to deal with a payer;

d. Organize, sponsor, facilitate or participate in any meeting or discussion that the CCA expects or reasonably should expect will facilitate communications concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement;

e. Continue a formal or informal meeting that the CCA expects or reasonably should expect will facilitate communications concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement;

f. Continue a formal or informal meeting of chiropractors after any person makes any statement concerning one or more chiropractors’ intentions or decisions, that if agreed would violate the OAG’s Stipulated Judgment and Release and/or the FTC’s Consent Agreement, unless the CCA immediately ejects such person from the meeting;

g. Continue a formal or informal meeting where the CCA knows or reasonably should know that two or more persons are communicating concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement;

h. Attempt to engage in any action prohibited by the OAG’s Stipulated Judgment and Release and/or the FTC’s Consent Agreement; and/or

i. Encourage, suggest, advise, pressure, induce, or attempt to induce any person to engage in any action that, if taken by the CCA, would be prohibited by the OAG’s Stipulated Judgment and Release and/or the FTC’s Consent Agreement.

B. Officer, Director, Member, Employee, Representative and Agent Obligations Relating to Antitrust Compliance

1. Mandatory Compliance with Laws

Compliance with and promotion of strict adherence to the federal and state antitrust laws, the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement is a condition of membership, appointment, employment, association, or affiliation with the CCA. All officers, directors, members, employees, representatives and agents shall be required to review and sign the CCA Antitrust Policy and Code of Conduct. (See APPENDIX C of CTChiro Antitrust Compliance Program and Procedures)

In addition, both the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement contain specific provisions governing the conduct of meetings, and the obligation of the CCA to eject persons from meetings and/or terminate meetings under certain circumstances. You must familiarize yourself thoroughly with the requirements of the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement. (See APPENDICES A and B of CTChiro Antitrust Compliance Program and Procedures and visit the CCA website for detailed and current advisories on the topic of antitrust: http://www.ctchiro.com.)

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) of a governmental body; or 3) decisions of judicial bodies. However, the exemption does not protect actions constituting a "sham" to cover anticompetitive conduct. At all committees, educational meetings, or other business meetings of the CCA, speakers and participants will be informed about the CCA’s Antitrust Policy through the CCA’s Antitrust Statement. (See APPENDIX C of CTChiro Antitrust Compliance Program and Procedures)

CCA, its officers, directors, employees, representatives, and agents shall establish and maintain an antitrust training and education program (the “CCA Antitrust Training and Education Program”), completion of which shall be required for all officers, directors, members, employees, representatives and agents of the CCA. Such training and education program shall cover compliance with federal and state antitrust laws, the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement, in addition to all pertinent regulatory pronouncements relative to antitrust compliance and enforcement. A copy of the CCA Antitrust Training and Education Program can be found as APPENDIX E, of CTChiro Antitrust Compliance Program and Procedures.

2. Prohibited Conduct

No officer, director, member, employee, representative or agent of the CCA has any authority to act contrary to the provisions of the OAG’s Stipulated Judgment and Release, the FTC’s Consent Agreement, the antitrust laws or CCA’s standards of conduct or to authorize, direct or condone violations by any other officer, director, member, employee, representative or agent. Any officer, director, member, employee, representative or agent who violates these laws and/or regulations not only risks individual indictment, criminal prosecution and penalties, civil actions for damages and penalties and administrative sanctions, but also may subject CCA to the same risks and penalties. Any CCA officer, director, member, employee, representative or agent who violates these laws may be subject to immediate termination of his or her membership, appointment, employment, association or affiliation with the CCA.

3. Examples of Prohibited Conduct

 Examples of activities and conduct which potentially could run afoul of the antitrust laws include arrangements or agreements by, between and among chiropractors to boycott or refuse to deal with managed care organizations or other third-party payers; to allocate patients, markets or territories; or joint restriction of advertising or marketing efforts.

a. The association or any committee, district, 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.

b. 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.

c. There will be no discussions about allocating or dividing geographic or service markets or customers.

d. 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.

e. There will be no discussions about discouraging entry into or competition in any segment of the marketplace.

f. There will be no discussions about whether the practices of any member, actual or potential competitor or other person are anti-competitive unless the discussions or complaints follow the prescribed due process provisions of the Association’s bylaws.

Any officer, director, member, employee, representative or agent of the CCA who has knowledge of activities that he or she believes may violate the OAG’s Stipulated Judgment and Release, the FTC’s Consent Agreement, antitrust laws, or the CCA’s Antitrust Compliance Policy or Code of Conduct, should consider, upon becoming aware of such activities, promptly reporting the matter to the CCA’s Executive Director, the CCA’s Compliance Officer, the CCA’s General Counsel or the Office of the Attorney General, of the State of CT. Reports may be made anonymously but reporters are encouraged to identify themselves to facilitate follow up investigation and substantiation of concerns. Reporters will not be penalized, sanctioned, or retaliated against in any way.

5. Antitrust Compliance Program Notifications, Education, Training and Record-Keeping Activities

a. Speakers/Exhibitors at committee meetings, 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. The appropriate CCA Antitrust Statement will be presented at the commencement of each such meeting. All attendees at such meetings shall be required to sign-in on the CCA Attendance Sign-in Sheet.

b. CCA shall conduct regular education and training sessions for all officers, directors, members, employees, representatives and agents as necessary to keep them informed of the current federal and state antitrust laws, the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement, and in accordance with Section __ of the CCA’s Compliance Program.

c. CCA shall maintain proper records of its compliance with the federal and state antitrust laws and as required by the OAG’s Stipulated Judgment and Release and the FTC’s Consent Agreement, and in accordance with CCA’s Compliance Program.

6. Privileged Communications with CCA’s General Counsel

Whenever an officer, director, member, employee, representative or agent of the CCA is seeking legal advice concerning the CCA or its operations and activities, he or she may address any communications concerning such advice directly to the CCA’s General Counsel. Please be aware that copying and/or forwarding the communication to anyone who is not a director, officer, or employee of the CCA may result in a waiver of any attorney-client privilege.