Participation and Antitrust Code

Version 1.0. Effective Date: the date shown at the top of this page. Operator: Reseated Councils, Inc., a Delaware nonprofit nonstock corporation. Schedule D applies. Order of precedence: Certificate, Bylaws, Program Rules, then this Code and the Terms. The Membership Terms incorporate this Code.

1. Why this Code exists

Many Program Members compete with each other for customers, suppliers and workers. Antitrust and competition laws in the United States and elsewhere prohibit agreements among competitors that restrain competition, even informal ones. This Code keeps Reseated’s work on public, procompetitive improvements.

2. Prohibited topics

In any Council meeting, chat, comment, survey or side conversation linked to Reseated, participants must not discuss, exchange or agree on:

• current or future prices, fees, discounts or price changes
• costs, margins or profitability
• wages, salaries, benefits, hiring or non-solicitation of workers
• credit or payment terms each business offers its own customers
• bids or whether to bid
• allocation of customers, suppliers, territories or markets
• output or capacity
• refusing to deal with, or boycotting, any customer, supplier, competitor or company that does not sign a commitment

3. What participants may do

Participants may:

• describe problems in general terms
• discuss laws, regulations and public policy
• develop Fixes under section 6
• share public information
• contribute data to aggregation under section 5

4. Meeting rules

4.1 Every meeting has a written agenda circulated in advance, and the meeting keeps to it.

4.2 A Moderator attends every Council meeting. Minutes record attendees, topics and outcomes, and the Moderator approves them.

4.3 If discussion turns to a prohibited topic, the Moderator stops it, records the stop in the minutes, and reports it to legal@reseated.com within 2 business days. Participants may leave a discussion they believe is improper and ask for their departure to be recorded.

4.4 Informal gatherings at Reseated events follow this Code.

5. Data aggregation

5.1 Program Members send data only to Reseated or its independent processor, never to each other.

5.2 Reseated publishes only aggregated results that meet all of the following:

• the data is at least 3 months old
• each result reflects at least 5 contributors
• no single contributor accounts for more than 25% of any result

5.3 No participant receives another participant’s individual data.

5.4 Competitively Sensitive Information is not collected unless Reseated’s counsel approves the collection in writing beforehand.

6. Open standards process for Fixes

6.1 Each draft Fix is published for public comment for at least 30 days. Anyone, including non-members, may comment.

6.2 The Council publishes a response to the main comments with the final Fix.

6.3 Anyone materially affected may appeal a final Fix to the Board within 30 days. The appeal body decides with written reasons.

6.4 Fixes are voluntary. They impose no obligation on anyone who has not agreed to them, and any business may exceed a standard.

6.5 Each business decides for itself whether to adopt a Fix or pledge. Reseated does not track which businesses deal with which, and participants must not agree to treat non-adopters differently.

7. Petitioning government

Program Members are encouraged to ask legislators and regulators, individually or together, to change laws and policies. All statements made to government must be truthful. Petitioning activity follows the Board’s lobbying policy and Reseated’s federal tax position.

8. Consequences

Breaching this Code may lead to removal from a meeting, suspension or removal of Membership under Membership Terms section 9, and referral to authorities where the law requires. Reseated may also correct or withdraw affected records.

9. Questions and reports

Contact legal@reseated.com. Reseated does not penalize good-faith reports.

10. Changes

Material changes are posted with a new version and Effective Date, with 15 days’ email notice to Program Members.