Document eyY4BJZBe0KaJMQ9eYwnGpR4

1980-81 DIRECTORY CHEMICAL MANUFACTURERS ASSOCIATION OFFICERS STAFF BOARD OF DIRECTORS COMMITTEES MEMBERS GENERAL PRINCIPLES RULES OF PROCEDURE ANTITRUST GUIDE CMA AND ADVOCACY FouncJet? JS72 2501 M street. N W Washington, DC 20037 Telephone (202) 887-1100 Telex 89617 (CMA WSH) Telecopier (202) 887-1248 (dex 700) CMA 127712 In 1872 some 17 companies formed an association The chemical industry in the United States was small So were most companies A single chemist--or a few--spearheaded operations Their new association was described well as the Manufacturing Chemists Association As the years passed, the number of employees of the industry increased from approximately 1.500 m the post-Civil War period to more than 1,100,000 today Companies today are the collaborative effort of thou sands of chemists, engineers, other scientists and professional and non-professional personnel. The com panies are the chemical manufacturers--our Association, the Chemical Manufacturers Association The name change in no manner changes our commitment to excellence and service. It will take some time , for the change to be reflected in all our programs and publications However, MCA is CMA, And CMA mlensi ties the pledge of some 200 U S. and Canadian member companies to provide responsibly for the chemical needs of society, PURPOSE OF THE ASSOCIATION As set forth under Article II of the Bylaws, the purpose of the Association shall be the promotion of the inte' ests of the chemical manufacturing industry of the United States of America and Canada OBJECTIVES OF THE ASSOCIATION In a resolution adopted March 12. 1963 amended January 13. 1970, and further amended February 14 : 1978, the Board of Directors stated the objectives of the Association as follows ! 1 To provide leadership to its members, and to represent them in presenting industry interests views , and recommendations to the legislative and executive branches of the federal government and tc! the regulatory agencies (and to state and local governments when appropriate) on those matters which affect the industry s health vigor, and well-being t 2 To aid in developing and maintaining a clear understanding by the public of the chemical industry and its contributions to the public welfare and to the advancement of our national, state, and loca economies, and by appropriate, timely, and effective means to make known the contributions ac complishments, and changing needs of the industry to the public broadly, and particularly to those initiators of thought and action outside the industry whose opinions, decisions and actions affec'^ the industry | 3 To provide leadership and guidance and to undertake programs to improve the chemical industry ; service to the public by developing and promoting safe and clean practices in the manufacture transportation, handling, and use of chemicals and chemical products 4 To conduct or sponsor legitimate activities designed to achieve worthwhile oenefn o- savings to `me Association members where individual company efforts cannot effectively accomplish me oesi-ec result CMA 127713 2 TABLE OF CONTENTS Purpose of the Association Objectives of the Association Officers Staff Board of Directors Meeting Schedules (Board of Directors & Executive Committee) Committees of the Board of Directors Executive Committee Finance Committee Membership Committee (Review Committee No 1 --Government Relations and Communications) Pension Committee (Review Committee No 3--Technical) Program Committee (Review Committee No 2--Administration and General Counsel) Technical and Functional Committees Chemical Regulations Advisory Committee Communications Committee Distribution Committee Energy Committee Engineering Advisory Committee Environmental Management Committee Government Relations Committee Occupational Safety and Health Committee Tax Policy Committee Members General Principles Applicable to the Structure and Operations of Committees Rules of Procedure for Technical and Functional Committees Antitrust Guide tor CMA Committee Members CMA and Advocacy Page 2 2 4 4 6 8 8 9 9 10 11 ai 12 13 14 15 16 17 18 19 20 21 30 33 35 42 3 .> CMA 127714 - -4 OFFICERS *Chairman of the Board. H, Barclay Worley. Stauffer Chemical Company, Westport, CT 06880 'Vice Chairman of the Board, William G Simeral, E I du Pont de Nemours & Company, 1007 Market St.. Wil mington, DE 19898 'Chairman of the Executive Committee Paul F. Oreffice, The Dow Chemical Company, 2030 Dow Center, Midland, Ml 48640 'President' Robert A Roland--887-1106 Vice Presidents Bruce M Barackman. Secretary--887-1108 Geraldine V Cox, Technical Director--887-1260 Edmund B Frost, General Counsel--887-1350 Gary C Herrman, Treasurer--887-1230 Victor H Peterson, Public Relations and Education--887-1220 James N Sites. Communications--887-1200 William M Stover, Government Relations--887-1122 'Directors ex otficio Office of General Counsel Assistant General Counsels Staff Attorneys STAFF David F Zoll--887-1158 David W Carroll--887-1164 Donald D Evans--887-1354 Patrick C Joyce--887-1160 Gloria M Sodaro--887-1162 Government Relations Department Legislative Representatives Environment Trade and Economic Policy Deputy Chemical Industry Trade Advisor Air Quality Safety and Health Taxation and Patents Tax Policy Committee Energy and Transportation Economic Analyst Communications Department Associate Editor CMA News Manager Wasnington News Service Associate Editor Chemecology Manager Community Relations ana Special Publications Manager Environmental Quauly Information Director National News Service Manager Consumer Information Di-ecto' Creative Services 4 Timothy F Burns--887-1124 Myron T Foveaux--887-1132 887-1149 Karen J Neale--887-1 126 H Christopher Nolde--887-1134 Hugh M Robinson--887-1128 W Alan Woodford--887 1 136 K James O Connor Jr --887 1 13C E JeanAuman--887-1208 Thomas J Gitrov--887 122'A Beverly Lehrer--887 1204 John E Slavick--887-' 210 James P Turnei--887 1206 Jeffrey C Van--887 1222 --887-1218 Ricnara L Wilson--8870228 CMA 127715 m 1 1 i ti CMA 127716 Edward E Barr Raymond F Bentele J Earl Burrell William J. Ferracone Charles F Fogarty Leo FI Johnstone Emerson Kampen John D Ong Seymours, Preston, IN Toy F Reid Harold A, Sorgenti Allan J, Tomlinson Raymond C Tower H Kent Vanderhoet Harnette F Witmer Louis Fernandez Robert W Gerwig Richard J, Hughes William B, Jackson Richard H. Leet John Momsroe L John Polite, Jr William C Roher John P Sachs M Whitson Sadler Orin R Smith Alfred C Stepan jr Richard F Tucker BOARD OF DIRECTORS TERM ENDING MAY 31, 1981 Sun Chemical Corporation, 222 S. Marginal Rd , Fort Lee, NJ 07024 Mallinckrodt, Inc , P.0 Box 5840, St Louis, MO 63134 PPG Industries, Inc., One Gateway Center, Pittsburgh, PA 15222 Crompton & Knowles Corporation, Chemicals Group. Route 208, Fair Lawn, NJ 07410 Texasgulf Inc , High Ridge Park, Stamford, CT 06904 Phillips Petroleum Company, Bartlesville, OK 74004 Great Lakes Chemical Corporation, PO Box 2200, West Lafayette IN 47906 The BFGoodnch Company. 500 S Mam St, Akron, OH 44318 Pennwalt Corporation, Three Parkway. Philadelphia. PA 19102 Eastman Kodak Company, PO Box 511, Kingsport, TN 37662 ARCO Chemical Company, Division of Atlantic Richfield Company P O Box 7258. Philadelphia, PA 19101 Diamond Shamrock Corporation, 717 N Harwood St,, Dallas. TX 75201 FMC Corporation, 200 E, Randolph Dr , Chicago IL 60601 Kay-Fries, Inc,, Member Dynamit Nobel Group, Stony Point, NY 10980 Deepwater Chemical Co,, Ltd,, PO Box 17599, Irvine, CA 92713 TERM ENDING MAY 31, 1982 Monsanto Company. 800 N Lindbergh Blvd . St Louis, MO 63166 Conoco Inc . P O. Box 1050, Stamford, CT 06904 Union Carbide Corporation. 270 Park Ave . New York, NY 10017 Koppers Company, Inc , Seventh and Grant Sts . Pittsburgh, PA 15219 Amoco Chemicals Corporation P O, Box 8640-A Chicago IL 60680 Pilot Chemical Company of Ohio, 11756 Burke St, Santa Fe Springs CA 90670 Essex Chemical Corporation. 1401 Broad St . Clifton NJ 07015 Gulf Oil Chemicals Company. P O Box 3766 Houston TX 77001 Great Lakes Carbon Corporation, 299 Park Ave New Yorx NY10171 Soltex Polymer Corporation PO Box 27328. Houston TX 77027 Engelhard Minerals & Chemicals Corporation Menlo Paw, Edison NJ 08817 Stepan Chemical Company, Edens and Winnetxa Rd Northne'd il_ fau093 Mobil Chemical Company A Division of Mobil Oil Corporation 150 E 42nc St , New Yorx NY 10017 Hugh 8 Vanderbilt Louis P Wiener Richard C Ashley Dexter F Baker Charles E Brookes Harry W Buchanan Carlyle G, Caldwell Robert S. Dudley Richard E Engebrecht Alexander F Giacco Arthur l Goeschel James B Henderson William G Kay, Jr Dwight C Minton George J Sella, Jr Konrad M Weis Louis G Zachary R T Vanderbilt Company. Inc 30 Winfield St,. Norwalk CT 06855 Standard Chlorine Chemical Co , Inc , 1035 Belleville Turnpike, Kearny. NJ 07032 TERM ENDING MAY 31, 1983 Allied Chemical Corporation. P O Box 3000R. Morristown, NJ 07960 Air Products and Chemicals, Inc,. P O Box 538, Allentown, PA 18105 W R Grace & Co . 1114 Avenue of the Americas, New York, NY 10036 Virginia Chemicals Inc , 3340 W Norfolk Rd . Portsmouth, VA 23703 National Starch and Chemical Corporation, PO Box 6500, Bridgewater, NJ 08807 Polysar Limited. 201 N Front St . Sarnia. ON. Canada N7T 7V1 Univar Corporation. 1600 Norton Bldg , Seattle, WA 98104 Hercules Incorporated. 910 Market St. Wilmington. DE 19899 Calgon Corporation, PO, Box 1346, Pittsburgh, PA 15230 Shell Chemical Company. A Division of Shell Oil Company. P O Box 2463. Houston. TX 77001 Sun Company, Inc . 100 Matsonford Rd,. Radnor PA 19087 Church & Dwight Co , Inc , P O Box 369 Piscataway, NJ 08854 American Cyanamid Company, Wayne. NJ 07470 Mobay Chemical Corporation, Penn Lincoln Parkway West. Pittsburgh, PA 15205 GAF Corporation, 140 W 51st St New York, NY 10020 7 BOARD MEETING SCHEDULE September 8-9 October 28 January 5-6 April 7 June 3 EXECUTIVE COMMITTEE MEETING SCHEDULE September 8 October 27 January 5 March 10 April 7 May12 June 3 EXECUTIVE COMMITTEE FUNCTION To exercise the powers of the Board of Directors with respec! to conducting the business ana attairs Ot the Association including ait matters of policy and administration except when the Board of Directors >s m session Chairman: Paul F Oreffice Harry W Buchanan J Earl Burrell Louis Fernandez Alexander F Giacco James B Henderson Richard J Hughes H Barclay Morley L John Polite, Jr Robert A, Roland William G Simeral Raymond F Tower Konrad M Weis The Dow Chemical Company 2030 Dow Center, Midland Ml 48640 Virginia Chemicals Inc , 3340 W Norfolk Rd . Portsmouth, VA 23703 PPG Industries, Inc , One Gateway Center, Pittsburgh, PA 15222 Monsanto Company, 800 N Lindbergh Blvd St Louis MO 63166 Hercules Incorporated, 910 Market St , Wilmington, DE 19899 Shell Chemical Company A Division of Shell Oil Company P O Box 2463 Houston TX 77001 Union Carbide Corporation 270 Park Ave New York NY 10017 Stauffer Chemical Company. Westport, CT 06880 Essex Chemical Corporation, 1401 Broad St Clifton NJ 07015 2501 M St N W Washington, DC 20037 E I du Pont de Nemours & Company 1007 Market St Wilmington DE 19898 FMC Corporation 200 E Randolph Dr . Chicago IL 60601 Mobay Chemical Corporation Penn Lincoln Parkwav Wes' P't'SDurgn PA 15205 r ' I CMA 127719 / r FINANCE COMMITTEE -UNCTION To advise 're Board of Directors on policy relating to financing membership tees. and budget Chairman: J Earl Burrell Richard C Ashley Dexter F Baker William J Ferracone Arthur L GoeSChel Leo H Johnstone George J Sella, Jr Allan J Tomlinson H Kent Vanderhoef Louis G Zachary PPG Industries. Inc , One Gateway Center. Pittsburgh, PA 15222 Allied Chemical Corporation, P 0, Box 3000R, Morristown, NJ 07960 Air Products and Chemicals, Inc , PO Box 538. Allentown, PA 18105 Crompton & Knowles Corporation, Chemicals Group, Route 208, Fair Lawn, NJ 07410 Calgon Corporation, PO Box 1346, Pittsburgh, PA 15230 Phillips Petroleum Company. Bartlesville, OK 74004 American Cyanamid Company, Wayne, NJ 07470 Diamond Shamrock Corporation, 717 N Plarwood St,. Dallas, TX 75201 Kay-Fnes. Inc , Member Dynamit Nobel Group, Stony Point, NY 10980 GAF Corporation, 140 W 51st St, New York, NY 10020 MEMBERSHIP COMMITTEE i Review Committee No ? --Government Relations and Communications) FUNCTION To 'eceive and pass upon eacn application for membership <n the Association, and to report to the Board Of Directors as to eligibility tor membership of each applicant under the Bylaws Chairman: Emerson Kampen Edward E Barr Carlyle G Caldwell Richard E Engebrecht William G Kay, Jr John Morrisroe M Whitson Sadler Harold A Sorgenti Louis P Wiener Great Lakes Chemical Corporation, PO Box 2200, West Lafayette, IN 47906 Sun Chemical Corporation, 222 S Marginal Rd , Fort Lee. NJ 07024 National Starch and Chemical Corporation, PO Box 6500, Bridgewater, NJ 08807 Univar Corporation, 1600 Norton Bldg,, Seattle, WA 98104 Sun Company, Inc , 100 Matsonford Rd,, Radnor. PA 19087 Pilot Chemical Company of Ohio. 11756 Burke St, Santa Fe Springs, CA 90670 Soltex Polymer Corporation, P,0 Box 27328, Houston, TX 77027 ARCO Chemical Company, Division of Atlantic Richfield Company, PO. Box 7258, Philadelphia, PA 19101 Standard Chlorine Chemical Co., Inc , 1035 Belleville Turnpike, Kearny, NJ 07032 . CMA 127720 PENSION COMMITTEE (Review Committee No 3--Technical) FUNCTION To advise the Board of Directors regarding benefits financing, and administration of the Association's em ployee pension plan and all other non-salary employee benefits Chairman: Robert W Gerwig Raymond F. Benteie Charles E Brookes Charles F Fogarty Richard H Leet John D Ong Orin R Smith Richard F Tucker Harriette F Witmer Conoco Inc , PO. Box 1050, Stamford, CT 06904 Mallinckrodt, Inc , P.O. Box 5840, St Louis, MO 63134 W R. Grace & Co , 1114 Avenue of the Americas, New York, NY 10036 Texasgulf Inc , High Ridge Park, Stamford, CT 06904 Amoco Chemicals Corporation, P O Box 8640-A, Chicago, IL 60680 The BFGoodnch Company, 500 S Main St. Akron, OH 44318 Engelhard Minerals & Chemicals Corporation, Menlo Park, Edison, NJ 08817 Mobil Chemical Company, A Division of Mobil Oil Corporation, 150 E 42na St . New York, NY 10017 Deepwater Chemical Co , Ltd , P O Box 17599 Irvine, CA 92713 5 10 CMA 127721 PROGRAM COMMITTEE (Review Committee No 2--Administration and General Counsel) FUNCTION To plan the programs ot general meetings ot the Association ana regional meetings ot the Board of Directors Chairman: Toy F Reid Robert S Dudley William B. Jackson Dwight C, Minton Seymours Preston.il William C, Roher John P Sachs Alfred C Stepan. Jr Hugh B Vanderbilt Eastman Kodak Company, P 0, Box 511, Kingsport, TN 37662 Polysar Limited. 2Ot N Front St. Sarnia, ON, Canada N7T 7Vi Koppers Company, Inc , Seventh and Grant Sts , Pittsburgh, PA 15219 Church & Dwight Co , Inc , P O Box 369, Piscataway, NJ 08854 Pennwalt Corporation, Three Parkway, Philadelphia, PA 19102 Gulf Oil Chemicals Company, P,0 Box 3766. Houston. TX 77001 Great Lakes Carbon Corporation, 299 Park Ave,, New York. NY 10171 Stepan Chemical Company. Edens and Wmnetka Rd Northfield, IL 60093 R T Vanderbilt Company. Inc . 30 Winfield St, Norwalk. CT 06855 y mi i II 11 CMA 127722 Vi***-***, IZ& TECHNICAL AND FUNCTIONAL COMMITTEES CHEMICAL REGULATIONS ADVISORY COMMITTEE PURPOSES With respect to the testing and regulatory control of chemicals at the point ot manufacture identified with potential hazards to health and the environment as significant to the chemical manufacturing industry, the Committee will serve as a forum for discussion of chemical manufacturing industry concerns develop and recommend to the Executive Committee policies and positions on legislative regulatory, and technical questions, and provide support for authorized Association programs Donald E Ellison Gerald A Hapka Donald L Heywood L Starr, Chairman * Monte C, Tnrodahl TERM ENDING MAY 31, 1981 Virginia Chemicals Inc , 3340 W Norfolk Rd Portsmouth VA 23703 E I du Pont de Nemours & Company, 1007 Market St Wilmington DE 19898 Union Carbide Corporation, 270 Park Ave . New York, NY 10017 Celanese Corporation. 1211 Avenue of the Americas. New York NY 10036 Monsanto Company, 800 N Lindbergh Blvd , St Louis, MO 63166 E A Agostini F E Bentley Dean E Leib A B Lindquist Carl W Umiand George Y Brokaw Bruce H Brubaker E Hamilton Hurst A w Lawrence Tnomas W Mooney TERM ENDING MAY 31, 1982 Pfizer Inc . Eastern Point Rd.. Groton, CT 06340 Texaco Inc , PO Box 430, Bellaire, TX 77401 Rohm and Haas Company, Independence Mall West, Philadelphia, PA 19105 Stauffer Chemical Company, Nyala Farms Rd , Westport, CT 06880 Exxon Chemical Americas, PO Box 3272, Houston. TX 77001 TERM ENDING MAY 31, 1983 Tennessee Eastman Company. PO Box 511 Kingsport TN 37662 Diamond Shamrock Corporation, 717 N Harwood St Dallas TX 75201 Nalco Chemical Company 2901 Butterfield Rd Oak Brook IL 60521 Koppers Company Inc Room 1201, Koppers Bldg Pittsburgh PA15219 The Procter & Gamble Company Ivorydaie Technical Cente' 5200 Spring Grove Ave Cincinnati. OH 45217 CMA 127723 COMMUNICATIONS COMMITTEE PURPOSES To advise We Executive Committee and 'elevant CMA staff on problems and attitudes involving the chemical industry s relations with he puDuc and to orovide guidance and assistance on the initiation and implementation of con structive programs m tnis area Richard C Ashley H A, Encson Don A Goodall David C Green Kevin J O'Leary TERM ENDING MAY 31, 1981 Allied Chemical Corporation, PO Box 3000R, Morristown. NJ 07960 Monsanto Company, 1114 Avenue of the Americas, New York, NY 10036 American Cyanamid Company, 1625 I St . N.W , Washington, DC 20006 PPG Industries, Inc., One Gateway Center. Pittsburgh, PA 15222 Olm Corporation 120 Long Ridge Rd , Stamford, CT 06904 Leslye A Arsht Kenneth Jacobson John F McKeogh Paul E Pavey James A Pulver TERM ENDING MAY 31, 1982 Cabot Corporation, 125 High St,, Boston, MA 02110 E I du Pont de Nemours & Company, 1701 Pennsylvania Ave , NW Washington, DC 20006 Rohm and Haas Company. Independence Mall West, Philadelphia, PA 19105 Amoco Chemicals Corporation, 200 E Randolph Dr, Chicago, IL 60601 Gulf Oil Chemicals Company. PO Box 3766. Houston, TX 77001 B J Burkett, Chairman* M C Carpenter Marshall C Lewis Richard L Moore Rene D, Zentner TERM ENDING MAY 31, 1983 Stauffer Chemical Company, Westport, CT 06880 The Dow Chemical Company 2030 Dow Center. Midland, Ml 48640 Union Carbide Corporation. 270 Park Ave,. New York, NY 10017 W R Grace & Co,. 1114 Avenue of the Americas, New York, NY 10036 Shell Chemical Company, A Division of Shell Oil Company, P O Box 2463, Houston, TX 77001 Staff Executive James N Sites Through May 31 1981 13 CMA 127724 V~ 'M* DISTRIBUTION COMMITTEE PURPOSES With respect to physical distribution of chemicals including equipment, facilities, packing and transporta non matters significant to the chemical manufacturing industry, the Committee will serve as a forum tor discussion of chemical manufacturing industry concerns develop and recommend to the Executive Committee policies and positions on legislative, regulatory, and technical Questions take action on these policies and positions, including participation in proceedings of regulatory and legislative bodies as determined to be in the best interest of the Association to the extent consistent with Association policies and guidelines and provide support lor authorized Association programs Grant Arnold G A Coffenberg Roland H Dunlop Vice Chairman' V H Goodwin John H Norton TERM ENDING MAY 31, 1981 Ethyl Corporation, 451 Florida Blvd,, Baton Rouge. LA 70801 Stauffer Chemical Company, Westport, CT 06880 Monsanto Company. 800 N Lindbergh Blvd St Louis. MO 63166 Exxon Chemical Americas, PO Box 3272, Houston TX 77001 E I du Pont de Nemours & Company, 1007 Market St , Wilmington, DE 19898 L E Anderson, Chairman' S F Burke H D Midkiff William B Rose C H Vescelius TERM ENDING MAY 31, 1982 Amoco Chemicals Corporation, 200 E Randolph Dr, Chicago. IL 60601 Air Products and Chemicals, Inc . P O, Box 538. Allentown, PA 18105 Tennessee Eastman Company. PO Box 511. Kingsport, IN 37662 Witco Chemical Corporation. 277 Park Ave , New York, NY 10017 Olin Corporation, 120 Long Ridge Rd , Stamford CT 06904 C D Carley A C Fennimore P R Malcolm Thomas J Regan James M, Roberts TERM ENDING MAY 31, 1983 Hooker Chemical Company, P.0 Box 4289, Houston. TX 77210 American Cyanamid Company, Wayne. NJ 07470 El Paso Products Company, p O Box 3986. Odessa, TX 79760 IMC Chemical Group, Inc , 421 E Hawley St, Mundelein, IL 60060 Phillips Chemical Company, a Division of Phillips Petroleum Company, Bartlesville, OK 74004 Staff Execyffve Max G Tonen Th'oua- 14 j' 198r CMA 127725 ENERGY COMMITTEE PURPOSES With respect to energy conservation and energy utilization 'natters significant to the chemical manufacturng industry the Committee will serve as a forum tor discussion ol chemical manufacturing industry concerns. develop and recommend to the Executive Committee policies and positions on legislative, regulatory and technical questions, develop and oversee operation of a system ol voluntary energy conservation reporting to appropriate government agen cies, and provide support for authorized Association programs Walter F Allaire Byron Ft Brown, Jr A Bruce Burns Hugh R Irvine Chairman * J Emmett Stevens TERM ENDING MAY 31, 1981 Allied Chemical Corporation, PC. Box 1057R, Morristown, NJ 07960 E I, du Pont de Nemours & Company, Engineering Dept , Louviers Bldg , Wilmington, DE 19898 Union Carbide Corporation, 270 Park Ave , New York, NY 10017 Exxon Chemical Americas, P O Box 3272, Houston, TX 77001 Air Products and Chemicals. Inc , P O Box 538, Allentown, PA 18105 William Hanzel Edwin C Howe George E Knowles Bruce A Meiaas A Philip Verret TERM ENDING MAY 31, 1982 Nalco Chemical Company, 2901 Butterfield Rd., Oak Brook, IL 60521 Ashland Chemical Company, PO Box 2219, Columbus, OH 43216 Diamond Shamrock Corporation, 1100 Superior Ave, Cleveland, OH 44114 Celanese Chemical Company, Inc , PO Box 47320, Dallas, TX 75247 FMC Corporation 2000 Market St , Philadelphia, PA 19103 James D Beatty, Vice Chairman * Ernest C Fredericks Charles P Fullerton Daniel M Greeno E K Grigsby TERM ENDING MAY 31, 1983 The Procter & Gamble Company. Hillcrest Tower. 7162 Reading Rd , Cin cinnati, OH 45222 Engelhard Minerals & Chemicals Corporation, 70 Wood Ave. South, Iselin NJ 08830 Monsanto Company, 800 N Lindbergh Blvd , St Louis, MO 63166 Stauffer Chemical Company. Westport, CT 06880 Phillips Chemical Company, 964 Adams Bldg , Bartlesville. OK 74004 Staff Executive Henry J Sauer 'Through May 31 1981 15 CMA 127726 ENGINEERING ADVISORY COMMITTEE PURPOSES Wits respect to engineering design construction, operation and maintenance of facilities tor manufacture storage and handling ot industrial chemicals as significant to the chemical manufacturing industry the Committee will serve as a forum tor discussion of chemical manufacturing industry concerns, develop and recommend to the Executive Committee policies and positions on legislative, regulatory and technical questions and provicte support for authorised Association programs Thane R Brown John W Kelsall T J Kofodimos Walter T Rector Vice Chairman * TERM ENDING MAY 31, 1981 The Procter & Gamble Company, 7162 Reading Rd . Cincinnati OH 45222 Engelhard Industries Division, Engelhard Minerals & Chemicals Corporation, 429 Delaney St . Newark NJ 07105 ARCO Chemical Company, 1500 Centre Square, Rm 3004D Philadelphia, PA 19101 ' All Products and Chemicals Inc PO Box 538 Allentown, PA 18101 Haliett B Addoms Walter G Canbam. Chairman * David R Canterbury Clyde C Neely Glen E Twitchell TERM ENDING MAY 31, 1982 Hooker Chemicals & Plastics Corp P O Box 8, Niagara Falls, NY 14302 Monsanto Company, 800 N Lindbergh Blvd , St Louis MO 63166 Sherex Chemical Company, Inc PO Box 646 DuDlin, OH 4301 7 Union Carbide Corporation PO Box 8361 S Charleston, WV 25303 Chevron Chemical Company 940 Hensley St Richmond CA 94804 J C, Arnold Thomas W Booth James L Jackson Robert L Klausmeier Bertram B Pearlman TERM ENDING MAY 31, 1983 El Paso Products Company, P O Box 3986. Odessa TX 79760 Tennessee Eastman Company, P O Box511 Kingsport TN 37662 Borg-Wamer Chemicals. Borg-Warner Corporation PO Box 959, Parkers burg. WV 26101 E I du Pont de Nemours & Company Louviers Bldg , Newark DE 19711 Stauffer Chemical Company Engineering Center Dobbs Ferry NY 10522 CMA 127727 M.v, ENVIRONMENTAL MANAGEMENT COMMITTEE PURPOSES order oread policies established Oy 're Board ol Directors and within limits of authority specified by the Ex ecutive Comm-rtee ire Committee oversees Association environmental activities In so doing, the Committee will identify ey environmental ,ssues and 'OOUS efforts on matters of greatest significance to the chemical manufacturing industry, estaolish specific ociectives on the key issues and mobilize resources to produce decisive timely results, aggressively ad vocate responsible environmental legislation and regulation which consider economic impacts energy implications cost effectiveness risks and benefits seek relief from unreasonable environmental legislation and regulation py appropriate means which may include legal action, advise the Executive Committee on Association staffing and resources reguired by me Committee to achieve its objectives, help memoer companies understand their environmental responsibilities by in forming them of major trends, developments key issues and Association actions, develop awareness of chemical manu facturing industry contrioutions to environmental management and facts surrounding key issues and initiate and sponsor research and deve'opment cn environmental 'ssues of widespread interest to the chemical manufacturing industry E W Callahan Anthony J Diglio Richard J Samelson Charles L Sercu, Chairman * J P Thorn TERM ENDING MAY 31, 1981 Allied Chemical Corporation, PO Box 3000R, Morristown. NJ 07960 Air Products and Chemicals, Inc , PO Box 538, Allentown. PA 18105 PPG Industries. Inc , Chemicals Group, One Gateway Center Pittsburgh, PA 15222 Dow Chemical USA, 1800 M St. N W , Washington, DC 20036 Exxon Chemical Americas, PO Box 3272, Houston, TX 77001 F B Friedman Wayne C Jaeschke Vice Chairman * C P Priesmg S Noble Robinson J B Worthington TERM ENDING MAY 31, 1982 Atlantic Richfield Company. 515 S, Flower St, Los Angeles, CA 90071 Stauffer Chemical Company Westport. CT 06880 American Cyanamid Company, Berdan Ave , Wayne. NJ 07470 Mallinckrodt, Inc , PO Box 5840, St Louis, MO 63134 Diamond Shamrock Corporation, 717 N Harwood St,, Dallas, TX 75201 James H Davis James C Edwards Walter E Jackson Edward L Lantz Robert J Reichert TERM ENDING MAY 31, 1983 Ashland Oil, Inc , P O Box 391, Ashland, KY 41101 Tennessee Eastman Company, PO Box 511, Kingsport. TN 37662 United States Steel Corporation, 600 Grant St,, Pittsburgh, PA 15230 International Minerals & Chemicals Corp,, 421 E Hawley St,, Mundelein, IL 60060 E I du Pont de Nemours & Company, Legal Dept, 1007 Market St,, Wil mington, DE 19898 'Through May 31 198> Staff Executive John S Beale 17 CMA 127728 T3 GOVERNMENT RELATIONS COMMITTEE PURPOSES With respeel to communications between the chemical manufacturing industry and government on matters significant to the chemical manufacturing industry, the Committee will seek to anticipate, identify, and establish priorities with respect to issues and opportunities, advise the Executive Committee and other Association entities regarding policy formation, participate in the planning of Association programs aimed at specific issues or ob/ectives, with emphasis on strategy considerations, oversee and participate m the execution ot legislative programs, and monitor evaluate, and seek to ennance the effectiveness of authorized Association programs Francis E Cook, Vice Chairman' William C Lowrey, Chairman* Chariest Marck Thomas F Mitchell Sam Pickard TERM ENDING MAY 31, 1981 Stauffer Chemical Company, 1828 L St, N.W , Washington DC 20036 Shell Oil Company, 1025 Connecticut Ave,, N.W . Washington, DC 20036 Dow Chemical USA. 1800 M St , N W , Washington, DC 20036 Georgia-Pacific Corporation, 1875 1 Si. N W Washington, DC 20006 Monsanto Company, liOi 17th St , N W Washington, DC 20036 Earl P Bassett, Jr Edwin L Behrens Robert E Hampton Douglas D Pirnie Gordon E Wood TERM ENDING MAY 31, 1982 Minnesota Mining and Manufacturing Company, 1101 15th St, N W , Wash ington. DC 20005 The Procter & Gamble Manufacluring Company 1801 K St N W., Wash ington, DC 20006 ICI Americas Inc , Concord Pike & New Murphy Rd , Wilmington, DE 19897 Exxon Chemical Americas, P O Box 3272, Houston, TX 77001 Olin Corporation. 1730 K St N W, Washington. DC 20006 Carl F "Fritz" Emde Peter M Jarowey J Wilson Malloy, Jr Robert L Shafer Cecu H Timoeriake Jr TERM ENDING MAY 31, 1983 Air Products and Chemicals Inc , 1800 K St . N W Washington DC 20006 Cabot Corporation, 1850 K St N W . Washington, DC 20006 Eastman Chemical Products, Inc 1919 Pennsylvania Ave NW Wash ington, DC 20006 Pfizer Inc 1700 Pennsylvania Ave NW Washington, DC 20006 Phillips Petroleum Company, 1825 K St NW Wasnmgton DC 20006 i, j , ' *T n,0'jcr Wav ?- ` '-te ' 18 CMA 127729 OCCUPATIONAL SAFETY AND HEALTH COMMITTEE PURPOSES Ainn respect to occupational health plant safety, lire protection, and precautionary labeling matters signiti cant to the chemical manufacturing industry, me Committee will serve as a forum tor discussion of chemical manutactur mg industry concerns develop and recommend to the Executive Committee policies and positions on legislative regula tory, and technical questions, and provide support for autnonzea Association programs John E Aiken M D Emil E Christofano Jack S Snyder Frank A Ubel M D John F) VenaDie. M D TERM ENDING MAY 31, 1981 Cities Service'Company, PO, Box 300, Tulsa, OK 74102 Hercules Incorporated, 910 Market St, Wilmington. DE 19899 Merck & Co , Inc P 0 Box 2000, Rahway, NJ 07065 Minnesota Mining and Manufacturing Company, 3M Center Bldg 220-2E St, Paul MN 55101 Dow Chemical U S.A , 1603 Building Midland, Ml 48640 Harry A Eschenbach Thomas F Evans, Chairman' Donald W Hillman, M D Richard B Hoots. Jr Arthur W Sheldon Patrick McNulty Myrl E Miller Jonathan Plant Jerry RoPertson John R Wheeler TERM ENDING MAY 31, 1982 W R Grace & Co,, 62 Whittemore Ave , Campndge. MA 02140 Monsanto Company 800 N Lindbergh Blvd , St Louis MO 63166 Diamond Shamrock Corporation, 717 N Harwood St, Dallas, TX 75201 ICI Americas Inc,, Concord Pike & New Murphy Rd , Wilmington, DE 19897 M&T Chemicals Inc , P.0 Box 1104. Rahway, NJ 07065 TERM ENDING MAY 31, 1983 Rohm and Haas Company, PO Box 584, Bristol, PA 19007 IMC Chemical Group, Inc , 421 E Hawley St,, Mundelein IL 60060 Allied Chemical Corporation, P O Box 2332R, Morristown, NJ 07960 Exxon Chemical Americas, 1333 W Loop South, Houston, TX 77027 The Standard Oil Company (Indiana), Law Dept, 200 E Randolph Dr, MC 2103, Chicago, IL 60601 | ! | j Ml mtritl Executive MniOn F^eiteid `Through May 31 1981 CMA 127730 TAX POLICY COMMITTEE PURPOSES With respect to federal and state tax matters, the Committee wilt advise the Executive Committee on the for mulation of Association policies, review proposed legislation, regulations and treaties and recommend to the Executive Committee appropriate Association positions thereon develop and recommend to the Executive Committee proposals to oe advocated by the Association tor me revision of existing laws and provide technical support tor authorized Association programs William M Bellamy, Jr Richard W Brust Wallace J Clarfield, Chairman' William P Donald G Wesley Read TERM ENDING MAY 31, 1981 Union Carbide Corporation. 270 Park Ave , New York, NY 1001 7 Minnesota Mining and Manufacturing Company 3M Center 220-13W St, Paul, MN 55101 Olm Corporation, 120 Long Ridge Rd Stamford, CT 06904 E, 1 du Pont de Nemours & Company, 1007 Market St, Wilmington DE 19898 El Paso Products Company P 0 Box 3986, Odessa, TX 79760 James L Eichner. Vice Chairman * A William Gallagher William F Loftus Richard S Payne John W Rakow TERM ENDING MAY 31, 1982 Eastman Kodak Company, 343 State St . Rochester, NY 14650 Chevron Chemical Company, 575 Market St San Francisco CA 94105 Allied Chemical Corporation PO Box 1057R Morristown, NJ 07960 Celanese Corporation 1211 Avenue of the Americas New York, NY 10036 Stauffer Chemical Company, P O Box 3050, Rincon Annex San Francisco CA 94119 Eldm H Glanz Paul S Glaser McCarter Miadlebrook John M Skelly Clement j Wydra TERM ENDING MAY 31, 1983 Hercules Incorporated 910 Market St Wilmington DE 19899 Engelhard Minerals & Chemicals Corporation, 1221 Avenue of the Americas New York, NY 10020 Gult Oil Corporation PO Box 2227 Houston TX 77001 Pennwalt Corporation Three Parkway Philadelphia PA 19''02 Diamond Shamrock Corooratior, 717 N Harwood Si Dai ux TX 75277 CMA 127731 Air Products ana Chemicals Inc Alberta Gas Chemicals Ltd Allied Chemical Corporation Aluminum Company of America American Chrome & Chemicals Inc American Cyanamid Company American Hoechst Corooration American Synthetic Rubber Corporation Amoco Chemicals Corporation The Ansul Company Arapahoe Chemicals Inc ARCO Chemical Company, Division of Atlantic Richfield Company Arizona Chemical Company Armak Company A Part of Akzona Incorporated Arsynco Inc Ashland Chemical Company, Division of Ashland Oil, Inc MEMBERS A P 0 Box 538, Allentown, PA 18105--1215) 481-4911 11456 Jasper Ave , Edmonton. AB, Canada T5K 0M1 -- (403) 482-6361 PO Box 3000R, Morristown, NJ 07960--(201) 455-2000 1501 Alcoa Bldg , Pittsburgh, PA 15219--(412) 553-4545 P O Box 9912, Corpus Chnsti, TX 78408--(512) 883-6421 Wayne, NJ 07470--(201) 831-2000 Route 202-206 N , Somerville, NJ 08876--(201) 685-2000 PO Box 32960 Louisville. KY 40232--(502) 448-2761 PO Box 8640-A, Chicago, IL 60680--(312) 856-3200 One Stanton St . Marinette, W! 54143--(715) 735-7411 2075 N 55th St., Boulder, CO 80301--(303) 442-1926 PO Box 7258, Philadelphia. PA 19101--(215) 557-2000 859 Berdan Ave . Wayne, NJ 07470--(201) 839-6200 PO Box 1805. Chicago, IL 60690--(312) 786-0400 P O Box 8, Carlstadt, NJ 07072--(201) 933-2323 P O Box 2219. Columbus, OH 43216--(614) 889-3333 Badische Corporation J T Baker Chemical Company BASF Wyandotte Corporation Borden Chemical Division of Borden, Inc Borg-Warner Chemicals, Borg-Warner Corporation Brush Wellman Inc Buffalo Color Corporation Burris Chemical, Inc B P.O, Drawer D, Williamsburg, VA 23185--(804) 887-6000 222 Red School Lane, Phillipsburg, NJ 08865--(201)859-2151 100 Cherry Hill Rd , Parsippany. NJ 07054--(201) 263-0200 180 E Brpad St . Columbus, OH 43215--(614) 225-4000 International Center, Parkersburg, WV 26101--(304)424-5411 17876 St Clair Ave , Cleveland. OH 44110--(216) 486-4200 One Garret Mountain Plaza, West Paterson, NJ 07424-- (201)881-1700 P.O, Box 70788, Charleston, SC 29405--(803) 577-9120 C Cabot Corporation Callery Chemical Company Carstab Corporation Cams Chemical Company, Inc , Subsidiary of Carus Corporation C-E BASIC, Basic Chemicals Celanese Canada Inc Celanese Corporation Champlin Petroleum Company Chemical Exchange Industries, Inc Chemical Products Corporation Chemplex Company Chemtech Industries, Inc , Fluoride Manufacturing Division Chevron Chemical Company Church & Dwighi Co Inc CIBA-GEIGY Corporation C-l-L Inc Cincinnati Mifacron Inc , Semiconductor Materials Division Cities Service Company Climax Molybdenum Company Columbian Chemicals Company Commonwealth Oil Refining Company, Inc Conoco Inc Cordova Chemical Company Cosaen Oil & Chemical Company Coulton Cnemical Corporation CPS Chemical Company Crompton & Knowies Corporation Cnemicais Group 125 High St , Boston, MA 02110--(617) 423-6000 600 Penn Center Blvd., Pittsburgh, PA 15235--(412) 273-5272 West St , Cincinnati (Reading), OH 45215--(513) 554-1554 1500 Eighth St., La Salle, IL 61301--(815) 223-1500 845 Hanna Bldg , Cleveland, OH 44115--(216) 241-5000 P O Box 6170, Station A, Montreal. PQ. Canada H3C 3K8-- (514)878-1581 1211 Avenue of the Americas. New York, NY 10036--(212) 764-7640 P O Box 9365. Fort Worth, TX 76107--(817) 738-7391 P O Box 812, Houston, TX 77001--(713) 526-8291 P.0 Box 449, Cartersville, GA 30120--(404) 382-2144 3100 Golf Rd , Rolling Meadows IL 60008--(312) 437-7800 9909 Clayton Rd . St Louis MO 63124--(314) 997-4600 575 Market St . San Francisco CA 94105--(415) 894-7800 PO Box 369 Piscataway NJ 08854--(201)885-1220 444 Saw Mill River Rd , Ardsley NY 10502--(914)478-313) PO Box 10, Montreal, PQ, Canada H3C 2R3--(514) 874-3000 4701 Marburg Ave , Cincinnati OH 45209--(513) 841-8100 PO Box 300. Tulsa OK 74102--(918) 561 -2211 One Greenwich Plaza, Greenwich. CT 06830--(203) 622-3400 Box 37, Tulsa, OK 74102--(918) 561-4488 8626 Tesoro Dr , San Antonio. TX 7821 7--(512) 828-8444 PO Box 1050 Stamford, CT 06904--(203) 329-2300 PO Box 13400, Sacramento CA 95813--(916) 355-5000 PO Box 410 Dallas TX 75221--(214) 750-2800 6600 Siyvama Ave Syivania OH 43560--i4i9( 885 466' PO Box 162 Old Bridge NJ 08857--iOO1) 727 36% Route 208 Fair Lawn NJ 0741 (.--(2Ci i 79i-1122 Dart Industries Inc Chemicai-Piastics Group D PO Box 3'57 Terminal Annex Los Angeles CA 90051-- (213) 658-2000 CMA 127733 Deepwater Chemical Co Ltd Degussa Corporation Detroit Chemical Works Div , Pressure Vessel Service Inc Diamond Shamrock Corporation Dixie Chemical Company, Inc Dover Chemical Corporation The Dow Chemical Company Dow Corning Corporation E I du Pont de Nemours & Company Du Pont Canada Inc PO Box 17599, Irvine, CA 9271 3--(714) 751 3522 Route 46 at Hollister Ret , Teterboro NJ 07608--i20i) 288-6500 6473 Anstell Ave,, Detroit Ml 48213--(313) 921 -1200 717 N Harwood St , Dallas. TX 75201 --(214) 745-2000 P O Box 13410, Houston, TX 77019--(713) 526-2604 P O Box 40. Dover, OH 44622--(216) 343-7711 2030 Dow Center. Midland, Ml 48640--(517)636-1000 PO Box 1767, Midland, Ml 48640--(51 7) 496-4000 1007 Market St , Wilmington, DE 19898--(302) 774-1000 PO Box 660 Station A . Montreal PQ, Canada H3C 2V1 -- (514) 861-3861 Eastman Kodak Company 1 Paso Products Company Engelhard Minerals & Chemicals Corporation, Engelhard ndustnes and Minerals & Chemicals Divisions ERCO Industries Limited Essex Chemical Corporation Estech General Chemical Corporation Ethyl Corporation Exxon Chemical Company E 343 State St Rochester NY 14650--(716) 724-4000 PO Box 3986, Odessa. TX 79760--015)333-7345 Menlo Park Edison, NJ 08817--(201) 321-5900 2 Gibbs Rd (Toronto) Islington, ON Canada M9B 1R1 -- (416) 239-7111 1401 Broad St , Clifton NJ 07015--(201) 773-6300 30 N LaSalle St , Chicago, IL 60602--(312) 322-8300 P O Box 2189, Richmond, VA 23217--(804j 644-6081 Nine Old Kings Highway South, Darien, CT 06820--(203) 655-5200 Ferro Corporation First Chemical Corporation Fisher Scientific Company, Chemical Manufacturing Division FMC Corporation Foremost-McKesson Chemical Group F One Erieview Plaza, Cleveland OH 44114--<216) 641-8580 PO Box 1249, Jackson, MS 39205--(601) 969-0217i i Reagent Lane, Fair Lawn, NJ 07410--(201) 796-7100 200 E Randolph Dr, Chicago, IL 60601--(312) 861-6000 One Post St. San Francisco, CA 94104--(415) 983-8300 23 CMA 127734 ? GAF Corporation GB Fermentation Industries Inc General Electric Company Engineered Materials Group The General Tire & Rubber Company, Chemicals/Plastics Division Georgia-Pacific Corporation Chemical Division Getty Oil Company, Chemicals Department Giyco Inc The BFGoodrich Company, Chemical Group The Goodyear Tire & Rubber Company W R Grace & Co Great American Chemical Corporation Great Lakes Carbon Corporation Great Lakes Chemical Corporation Guit Canada Limited Guit Oil Chemicals Company G 140 W 51st St , New York NY 10020--(212) 621-5000 P,0 Box 5000, Kmgstree. SC 29556--(803) 382-8485 500 W Wilson Bridge Rd . Columbus, OH 43285--(614) 888-7331 One General St , Akron. OH 44329--(216) 798-3000 900 S W 5th Ave . Portland, OR 97204--(503) 222-5561 PO Box 54050, Los Angeles. CA 90054--(213) 381-7151 PO Box 700, Greenwich. CT 06830--(203) 622-1500 6100 Oak Tree Blvd . Cleveland. OH 44i 31 ---(216) 447-6000 1144 E Market St , Akron. OH 44316--(216) 794-2121 1114 Avenue of the Americas New York NY 10036-- (212) 764-5555 650 Water St , Fitchburg, MA 01420--(617) 343-6973 299 Park Ave New York NY lot71--(212) 935-2400 PO Box 2200, West Lafayette IN 47906--(317) 463-2511 130 Adelaide St West, Toronto, ON, Canada M5W 3R6-- (416) 869-8600 P O Box 3766, Houston, TX 77001--(713) 750-2000 Halcon Catalyst Industries Tne C P Hal: Company Halco Chemical Corporation Heico Division, Whittaker Corporation Henkel Corporation Hercules Incorporaieo Hoffmann LaRocne Inc Hooke- Cnemicai Company y4 H 49 Industrial Ave . Little Ferry NJ 07643--1201) 64'-3700 7300 S Centra) Ave Chicago IL 60638--(312)767-4600 Krng George Post Rd Fords NJ 08862 -- (29'> 738 "Q0( Delaware Water Gap PA 18327--(7i 7i 476 0353 4620 W 77th St Minneapolis MN 55435--(612) 830-783/ 910 Market Sf Wilmington DE 19899--i302i 575-5000 340 Kingsiand St Nutley NJ 07110--(20) 235-500C PC' Bor 4289 Houston TX 77210--(713) 840-7535 If CMA 1227735 ;CI Americas Inc IMC Chemical Group. Inc Inmont Corporation Inolex Corporation iTT Rayonier Inc l Concord Pike & New Murphy Rd , Wilmington. DE 19897 -- (302) 575-3000 666 Garland PI , Des Plaines. IL 60016--(312) 296-0600 1255 Broad St , Clifton, NJ 07015-- (201) 365-3400 4221 S, Western Blvd . Chicago, IL 60609--(312) 927-4070 11 77 Summer St , Stamford, CT 06904--(203) 348-7000 Kaiser Chemicals, Division of Kaiser Aluminum & Chemical Corporation Kawecki Berylco Industries Inc Kay-Fries Inc , Member Dynamit Nobel Group Kerr-McGee Chemical Corporation Koppers Company, Inc K Kaiser Center, 300 Lakeside Dr . Oakland CA 94643-- (415) 271-5468 PO Box 1462, Reading, PA 19603--(215)921-5000 Stony Point, NY 10980--(914) 942-0400 PO Box 25861, Oklahoma City OK 73125--\4Q5) 270-1313 7th & Grant Sts Pittsburgh, PA 15219--(412) 227-2000 Ligrnn Chemicals Department. American Can Company Eli Lilly ana Company Linden Chemicals & Plastics. Inc Lonza Inc The LuDnzol Corporation L American Lane, Greenwich. CT 06830--(203) 552-3230 307 E McCarty St . Indianapolis, IN 46206--(317)261-2000 Raritan Plaza II, Raritan Center, Edison, NJ 0881 7--(201) 225-4840 22-10 Route 208, Fair Lawn. NJ 07410--(201) 791-7500 29400 Lakeland Blvd , Wickliffe, OH 44092--(216) 943-4200 Mallmckrodt. Inc McGean Chemical Company, Inc Melamine Plastics Corporation Merck & Co , Inc. Merichem Company Milliken Chemical, Division of Milliken & Company Minnesota Mining and Manufacturing Company, Chemical Division MoPay Chemical Corporation M PO Box 5840. St Louis, MO 63134--(314) 895-2000 1250 Terminal Tower. Cleveland, OH 44113--(216) 621-6425 501 W 3rd St , Winona. MN 55987--(507)454-3611 P O Box 2000, Rahway, NJ 07065--(201) 574-4000 PO Box 61529, Houston, TX 77208--(713) 224-3030 P O Box 817, Inman, SC 29349--(803) 472-9041 3M Center, St. Paul. MN 55144--(612) 733-1110 Penn Lincoln Parkway W,, Pittsburgh, PA 15205---(412) 777-2000 25 T Mobil Chemical Company, A Division of Mobil Oil Corporation Monsanto Company Morton Chemical Company, A Division of MortonNorwich Products. Inc M&T Chemicals Inc Muskegon Chemical Company 150 E 42nd St, New York, NY 10017--(212) 883-4242 800 N, Lindbergh Blvd , St. Louis, MO 63166--(314) 694-1000 Two N Riverside Plaza, Chicago, IL 60606--(312) 621-5200 One Woodbridge Center Woodbridge. NJ 07095--(201) 499-0200 1725 Warner St , Whitehall, Ml 49461--(616) 894-4018 Nalco Chemical Company National Distillers and Chemical Corporation U S Industrial Chemicals Co and Emery Industries Divisions National Starch and Chemical Corporation Nepera Chemical Company. Inc Neville Chemical Company NIPRO. Inc NL Industries, Inc Northern Petrochemical Company Northwest Petrochemical Corporation Norton Company. Chemical Process Products Division N 2901 Butterfield Rd , Oak Brook. IL 60521--(312) 887 7500 99 Park Ave . New York, NY 10016--(212) 949-5000 PO Box 6500, Bridgewater, NJ 08807--(201) 685-5000 Route 17, Harnman, NY 10926--(914) 782-8171 Neville Island. Pittsburgh, PA 15225--(412) 331-4200 PO Box 1483 Augusta GA 30913--(404) 724-8771 1230 Avenue of the Americas, New York, NY 10020-- (212) 399-9400 2223 Dooge St . Omaha, NE 68102-- (402) 348-4000 P O, Box 99, Anacortes WA 98221--1206) 293-3176 PO Box 350, Akron OH 44309--(216) 630-9230 Olin Corporation Owens-Corning Fiberglas Corporation Resins & Coatings Division O 120 Long Ridge Rd , Stamford CT 06904--(203) 356-2000 Fiberglas Tower Toledo OH 43659--(419) 248-8476 Pantasote Inc C H Patrick & Co Inc Penick Corporation An Affiliate o` CPC Nortn America Pennwai; Corooration 26 P 26 Jefferson St Passaic, NJ 07055--(20i) 777-850C PO Box 2526 Greenville, SC 29602--(803) 244-4831 1050 Wall St W Lyndhurst NJ C7071 --(201) 935-6600 Three Parkway Philadelphia PA 19102--(215i 587-700G CMA 127737 Perstorp Inc , Toledo Division Petrolite Corporation Tretclite Division Pfizer Inc Phelps Dodge Refining Corporation Phillips Chemical Company, a Division of Phillips Petroleum Company Pilot Chemical Company of Ohio Polysar Limited Potash Corooration of Saskatchewan Sales Limited PPG Industries. Inc , Chemicals Group The PQ Corporation The Procter & Gamble Company Publicker industries Inc One Gateway Center, Pittsburgh, PA 15222--(412) 434-3131 PO Box 840, Valley Forge, PA 19482--(215) 293-7200 P 0 Box 599, Cincinnati, OH 45202--(513) 562-1100 777 W Putnam Ave . Greenwich, CT 06830--(203) 531-4500 Reichhold Chemicals. Inc Reichhoid Limited Reilly Tar & Chemical Corporation Reynolds Metals Company, Chemical Division Rhone-Poulenc Inc The Richardson Company, Chemicals Group Rohm and Haas Company Rubicon Chemicals Inc Ruetgers-Nease Chemical Company, Inc, 525 N Broadway. White Plains, NY 10603--(914)682-5700 600 The East Mall. Islington, ON, Canada M9B 4B1--(416)622-5540 151 N Delaware St , Indianapolis. IN 46204--(317) 638-7531 6601 W Broad St. Richmond, VA 23261--(804) 281-2000 P O Box 125. Monmouth Junction. NJ 08852--(201) 297-0100 2400 E Devon Ave , Des Plaines, IL 60018--(312) 297-3570 Independence Mall West, Philadelphia, PA 19105--(215)592-3000 P O Box 51 7, Geismar, LA 70734--(504) 673-6141 PO Box 221, State College, PA 16801--(814) 238-2424 SCM Corporation Shell Chemical Company, A Division of Shell Oil Company The Shepherd Chemical Company Sherex Chemical Company, Inc, Soltex Polymer Corporation 299 Park Ave . New York, NY 10017--(212) 752-2700 PO Box 2463, Houston, TX 77001--(713) 241-6161 4900 Beech St , Cincinnati, OH 45212--(513) 731-1 110 P,0 Box 646. Dublin. OH 43017--(614) 764-6565 P O Box 27328, Houston, TX 77027--(713) 522-1781 27 CMA 127738 1 StanChem, Inc Standard Chlorine Chemical Co , Inc Stauffer Chemical Company Stepan Chemical Company Sterling Organics Division of Sterling Drug Inc Sun Chemical Corporation, Chemicals Group Sun Company, Inc SunOlin Chemical Company 401 Berlin St , East Berlin, CT 06023--(203) 828-0571 1035 Belleville Turnpike, Kearny, NJ 07032--(201) 997-1700 Westport, CT 06880--(203) 222-3000 Edens & Wmnetka Rd . Northfield, IL 60093--(312) 446-7500 90 Park Ave , New York, NY 10016--(212) 972-4141 200 Park Ave , New York, NY 10017--(212) 986-5500 100 Matsonford Rd , Radnor, PA 19087--(215) 293-6000 PQ Box F, Claymont DE 19703--(302) 798-6801 Tenneco Chemicals Inc Texaco Chemical Company a division of Texaco Inc Texasgulf Inc T Park 80 Plaza West-One, Saddle Brook NJ 07662--(20ii 646 360C PO Box 430 Bellaire TX 77401 --(713) 666-8000 High Ridge Park Stamford CT 06904--(203) 358 5000 Union Carbide Canada Limited Union Carbide Corporation Union Chemicals Division, Union Oil Company of California Uniroyal Chemical Co , Division of UNIROYAL, Inc United States Borax & Chemical Corporation Univar Corporation UOP Inc The Upjonc Company USS Cnemicals Division of United States Steel Corporation U 123 Eglmton Ave E Toronto ON Canada M4P 1J3-- (416) 487-1311 270 Park Ave New York NY 1001 7--(212) 551-2345 1345 N Meacham Rd Schaumburg IL 60196--(312) 885-5450 EMIC Bldg Naugatuck CT 06770--(203) 723-3000 P O Box 75128, Sanford Station Los Angeles CA 90005-- (2131 381-5311 1600 Norton Bldg Seattle WA 98104--<2061 447-5911 Aiaonquin & Mt Prospect Ras Ten UOP Plaza Des Plaines IL 60016--1312) 39'-2000 Kalamazoo Ml 49001 --1616> 323 4000 600 Gram Si Pittsburgh PA 1 523C---14121 4 33-1 1 21 R T Vanderbilt Company [nc VeIs'coi Chemica1 Coroomt'Cm 25 V 30 Winneic S' Norwalk, C7 06855--l2C3i 857-1400 34' E Ohio St Chicago IL 60611 -- (312) 67G-45Q0 CMA 127739 Ventron Division of Thiokol Corporation Virginia Chemicals Inc Vistron Corporation Subsidiary of The Standard Oil Company (Ohio) Vulcan Materials Company 150 Andover St Danvers, MA 01923--(617) 774-3100 3340 W Norfolk Rd . Portsmouth, VA 23703--(804) 483-7000 Midland Bldg , Cleveland. OH 44115--(216) 575-4141 PO Box 7497, Birmingham, AL 35253--(205) 877-3000 Wacker Chemical Corporation West Design Chemical Group, Division of West AgroChemical, Inc Westvaco Corporation, Chemical Division Weyerhaeuser Company, Chemical Division Witco Chemical Corporation W 964 Third Ave , New York, NY 10022--(212) 421-7033 1900 W 47th St , Westwood, KS 66222--(913) 384-1660 P,0 Box 70848 Charleston Heights SC 29405--(803) 554-8350 Tacoma. WA 98477--(206) 924-2345 277 Park Ave New York, NY 10017--(212) 872-4200 29 CMA 127740 GENERAL PRINCIPLES APPLICABLE TO THE STRUCTURE AND OPERATIONS OF COMMITTEES* Preamble. The Association's Bylaws, in Article V, Section 8, authorize the Board of Directors to appoint such committees with such duties and functions as it may from time to time determine. The Bylaws further permit the adoption of regulations for the conduct of committee affairs consistent with Association policy and subject to review and approval by the Board, To assist the committees in carrying out their functions consistent with the Bylaws, certain general princi ples applicable to the structure and operations of all committees are formalized in this Resolution No com mittee or other group operating under CMA auspices on CMA business shall deviate from these general principles, except where specifically authorized by the Executive Committee or the Board (or as determined to be necessary by the President or Secretary of the Association) As used in this Resolution, unless otherwise indicated, the term "committee ' includes all CMA standing committees and such special committees as may be authorized from time to time, but does not include the Executive Committee or other committees composed of members of the Board 1. Functional vs. Product Committees. The Association s committees shall continue to be organized primarily along functional rather than product lines No special committee having to do with a particular chemical product or product segment shall be formed without approval of the Board (or in an emergency by the President of the Association) Before agreeing to the establishment of any such special committee, the Executive Committee shall determine whether the existing functional committees are adequate to handle the problem, and if not, whether the problem is of such general concern as to call for a new functional commit tee In appointing members to any such special committee, the Executive Committee shall, to the maximum practicable extent exercise care that the members do not, taken collectively, represent in numbers or vol ume of production a predominant position in the industry or industry segment that produces the product or class of products that give rise to the establishment of the committee All committees dealing with a particu lar product segment of the industry and all other special committees formed for a temporary purpose shall be deemed ad hoc. Unless otherwise specified, the term of such committee shall be no longer than two years, subject to renewal for additional periods of one year or less by specific action of the Board 2. Purposes. Each committee shall operate in accordance with PURPOSES setting forth its authorized activities which have been approved by the Executive Committee Each committee s PURPOSES shall be printed in the Association's annual Directory 3. Organization. All committees shall, unless otherwise authorized, be subject to the following rules in re spect to their organization (a) Members, Each committee normally shall be limited to not more than 15 members The members Shall be recommended by the President of the Association and appointed by the Executive Committee with the approval of the Board from qualified full-time personnel of member companies interested n supporting such activities To the maximum extent practicable appointments should be reasonably representative of all interested member companies taking into account such factors as their size, geo graphical location chemicals manufactured and differences in the general nature of then operations Normally, a member company may have only one representative on any given committee Members of any necessary task groups shall be appointed by the committee on the same basis The men-'bersnip of each committee should be composed of persons well qualified in the committee s field o` activ.tv nomally having primary responsibilities within that field in their respective companies Nominations to' CMA 127741 committee membership will be made by member company Executive Contacts and shall include name, company affiliation and personal tine, background relevant to committee s field of activity, and description of major responsibilities within the company A committee may nominate for consideration by the President and Executive Committee one or more associate members representing governmen tal bodies or scientific or trade associations where such representation on a continuing basis will facilitate significantly the committee s Drograms Associate members shall have non-voting status and be subject to review and Executive Committee confirmation annually (b) Task Groups, A committee may form such task groups as may be necessary to assist it in con ducting its authorized activities The Executive Committee shall be promptly advised of the formation of each such task group, and terms of reference m each case shall be established In writing by the par ent committee subject to review and approval by CMA staff and General Counsel (c) Officers The chairman of each committee to serve as its chief executive officer shall be ap pointed annually by the Executive Committee, A vice chairman shall be elected annually by the com mittee The heads of task groups shall be appointed by the respective chairmen with committee approval !d) Rotation, The term of individual committee members shall be three years one-third of the mem bership being rotated annually. Initial committee membership terms will be scaled to accommodate this rotation Upon the expiration of one term of committee membership, a waiting period of at least one year must lapse before a former member becomes eligible for reappointment For this purpose, a term will be regarded as three years or any fraction thereof according to the member's latest appoint ment to that committee (e) Staff Representative and Committee Secretary Each committee shall have as its staff represen tative and secretary a full-time CMA staff employee who Shall function as the Board s administrative representative for such committee and as its chief administrative officer It shall be the staff represen tative's duty and responsibility to see that all operations and proceedings of the committee and of all its task groups, are conducted in full conformity with their purposes and this Resolution, consulting with Genera! Counsel as necessary On all procedural questions arising within any committee, includ ing matters relating to established Association policy, the staff representative's decision shall be ac cepted, pending appropriate review, 4. Meetings. The business of each committee shall be conducted in executive sessions attended by its members and by others who have a leading role in matters to be considered at the particular meeting Each task group meeting shall be an executive session of assigned members of the task group plus any members of the parent committee who wish to be present (a) Frequency, Each committee and task group will meet only as necessary to perform authorized committee business as determined by the chairman in consultation with the CMA staff Meetings should not be held where the subject matter can be adequately and practicably handled by correspon dence or telephone between the appropriate staff representative and individual members (b) Location, To the extent practicable and in the absence of cogent reasons for being elsewhere, all committee and task group meetings should be held in Washington. DC, preferably at the Associa tion's office. Other locations, such as major city airports, may be considered in instances when they would afford greater convenience and cost savings to attendees (c) Agenda. Following consultation with the committee chairman, the staff representative assigned to each committee shall prepare written agenda prior to each of its meetings, which agenda shall be cleared in advance with General Counsel (d) Attendance of Staff Representative No CMA committee meeting shall be held without the at tendance of the staff representative assigned to it or other full-time CMA staff employee. General Counsel or his designate should also attend any meeting whenever in his opinion the nature of any sub ject on the agenda makes his presence desirable 31 CMA 127742 (e) Minutes The staff representative assigned as secretary to the committee shall keep accurate and complete minutes of all business transacted at each meeting, which are to be subject to review and approval by General Counsel (f) Discussions Limited to Agenda All substantive discussions at any CMA committee meeting are to be limited to authorized aspects of subjects on the agenda, except where additions to the agenda are specifically approved by the staff representative assigned to the committee The staff representa tive's decision as to the propriety of any subject matter raised for discussion at any meeting shall be accepted, pending appropriate review Any discussions or occurrences on the occasion of any meet ing which are contrary to CMA's policies or rules and which come to the staff representative s atten tion shall be reported promptly by him to his supervisor and to General Counsel (g) Tasx Groups The foregoing rules on meetings are applicable to all committees, task groups and any other working groups meeting under CMA auspices, except that subparagraphs (c), (d). and (e) may be modified as indicated below in those cases where the group must meet in order to carry out a limited and specific written assignment from the parent committee and it is impractical for a staff rep resentative to be present In each such case, (i) the specific assignment must be set forth m the parent committee s minutes, (n) the CMA staff representative assigned as secretary to the parent committee must be satisfied that the meeting in question is necessary and that the subject matter is not such as to require staff presence, (m) the chairman of the group is to be responsible for carrying out the duties of the CMA staff representative, including particularly those specified in subparagraph (f) above and (iv) chairman must promptly make an accurate and complete written report to the parent committee and to the CMA staff representative as to everything occurring at such meeting (h) General Meetings Apart from executive sessions, each committee shall schedule meetings, at least two per year, to which designees of Executive Contacts whose companies are not represented in the membership of the committee shall be invited and other interested representatives of member companies may attend Such meetings shall be scheduled and notices issued amply in advance as often as appropriate to keep the designees and others informed about the committee s activities and provide opportunities for offering suggestions 5. Policy Statements. Statements of Association policy or position developed by any CMA committee or other group for submission to the Congress or any governmental or other external agency shall, unless other wise authorized, be transmitted by the President or other appropriate officer of the Association 6. Reports. An account of the significant program activities of each committee shall appear in the Annua Report of the Association The President and Executive Committee shall be kept informed on a current basis by communication from the chairman and the assigned staff representative Presentation of reports to the Board shall be made as determined by the Executive Committee 7. Periodic Reminder to Committee Members. A copy of this Resolution as h may be amended from time to time, shall be furnished to each member of each CMA committee and task, group thereof at the begin ning of his duties as a member and at least once a year thereafter so long as he remains a member CMA 127743 IZ& RULES OF PROCEDURE FOR TECHNICAL AND FUNCTIONAL COMMITTEES* 1. Purposes. The purposes of each committee shall be as set forth in the CMA Directory 2. Membership. Nominees, in addition to competence in the subject area, should have the perspective to recognize which matters are truly significant to the chemical manufacturing industry and have the talents and personal inclination to be dynamic workers. The nominee's position in the company should provide ready access to the Executive Contact so as to authoritatively reflect corporate views and also assure com pany backing m devoting a considerable portion of time and associated company resources to committee activities 3. Officers 3 1 The officers of a committee will be a chairman and a vice chairman 3 2 The officers will serve for a term of one year commencing June 1 3 3 Chairman 3 3 t The chairman will preside at meetings and exercise general supervision over affairs of the committee within the general framework of CMA policies 3 3 2 The chairman will be responsible for full reporting at regular meetings of all committee ac tivities not previously reported 3 3 3 The chairman will familiarize the vice cnairman with all of the functions of the chairman in order to provide for proper and effective continuity in the chairman s absence 3 3 4 With the concurrence of the committee, the chairman may establish task groups, define their purpose and scope appoint their membership, and designate the chairman 3 3 5 The chairman will designate from the membership of the committee liaison assignments to various CMA standing committees and task groups as necessary 3 4 Vice Chairman In the absence of the chairman the vice chairman shall fulfill all the functions of the chairman 4. Secretary 4 1 The secretary shall be the CMA staff representative assigned to the committee 4 2 The secretary shall exercise those authorities and responsibilities prescribed by the "General Principles Applicable to the Structure and Operations of Committees,' 4 3 The secretary shall prepare and distribute notices of meetings, agenda, and minutes, and have custody of the official records of the committee 5. Meetings 5 1 Meetings of the committee will be held at the call of the chairman 5 2 A majority of committee members shall constitute a quorum at any meeting 5.3 Task groups shall arrange separate meetings as justified by their assignments, subject to cal! by their respective chairmen and advance notice to the members from the secretary 5.4 The secretary shall issue advance notices for all meetings of the committee and task groups, and no meetings may be held in the absence thereof. 5 5 It shall be the responsibility of the chairman of a task group to submit a timely request to the secre tary concerning any desired modifications of subparagraphs 4(c), (d), or (e) or the "General Princi ples Applicable to the Structure and Operations of Committees" under the provisions of subpara graph 4(g). 'As ^Dpfovf'd Dy ihe Executive Comminee on July 1 19/8 33 < CMA 127744 :M2 >V' fc. ' *-j^F u.:_"**&i : ': - - -' _, '>i. rT\.j.- < - ;-v . : -'i- .-">- 'V J*:' 'V* ' -r* ,- V' 5.6 Actions shall be decided by a majority of members present. The presiding officer may vote only to break a tie The secretary is not entitled to vote 6. Task Groups 6.1 Designations of task groups for special assignments, as to their membership, purpose, and scope shall be recorded in committee minutes. 6.2 Committee membership is not a prerequisite to serving on task groups 6.3 The chairman and vice chairman shall be ex officio members of all task groups and shall be fur nished notices of their meetings They, together with the secretary, shall be furnished copies of all reports and correspondence pertaining to task group activities 6.4 Task group chairmen shall be responsible for keeping their members informed regarding progress of activities and assigned tasks 6 5 Task group chairmen shall furnish written reports to the committee chairman, vice chairman, and secretary in advance of each regular meeting of the committee concerning activities, plans ana recommendations 6.6 The term "task group" as used m these rules is defined to include any other committee sub-units 7. Administration 7 1 The committee may consider matters from any source provided they fall within the scope of the declared PURPOSES 7 2 An agenda of matters to be considered at meetings shall be prepared and furnished to those in volved, at least one week in advance whenever practicable 7 3 Minutes of meetings shall be prepared and distributed promptly Corrections or additions shall be considered at the next meeting In addition to normal distribution, such minutes shall be furnished to other member company representatives designated by their Executive Contact to receive them 7 4 Voting may be conducted by letter ballot when, in the judgment of the secretary circumstances warrant 7 5 Appearance before any legislative or regulatory body or other organization on CMA s behalf shall be made only as officially authorized If, in any such appearance other than as a duly authorized representative, a person identifies himself with CMA in any way. he shall also make clear that he is not representing CMA in such participation 8. Legal Assistance. Requests for legal assistance shall be directed by the committee chairman or staff representative to the CMA General Counsel Assistance of the CMA General Counsel, staff counsel, or mem ber company counsel will normally be provided Outside counsel if required, will be selected and supervised by the General Counsel ana will be engaged only after approval by the President or Executive Committee 9. Primary Requirement. These rules are designed to supplement CMA s 'General Principles Applicable to the Structure and Operations of Committees ' originally approved March 12 1963 as subsequently amended Nothing m these rules shall be interpreted or applied in such manner as to contiict with that docu ment CMA 127745 ANTITRUST GUIDE FOR CMA COMMITTEE MEMBERS This is designed to be a layman's guide on how the antitrust laws apply to trade association activities, with particular reference to CMA committee work. It is written both for the guidance of those CMA committee members who have no particular knowledge of this complicated subject, and to provide a useful reminder or "refresher course" for those who have had the benefit of antitrust advice from their own company counsel The Chemical Manufacturers Association is a non-profit industry association representing about 200 chemical producers Like other industry associations, CMA is composed of member companies (many of whom are competitors of one another) representatives of which serve on its Board of Directors and on its committees Whenever competitors meet together problems can arise under the antitrust laws If the meeting or other activity among competitors is conducted by or through a trade association, it is just as vulnerable to antitrust attack as if the same companies were meeting or acting together without the medium of an association Trade associations generally seek, quite properly, to promote understanding and cooperation among their members But if this "cooperation" restrains competition, both the association and its members will be in trouble under the antitrust laws Antitrust enforcement is being emphasized as never before The number of criminal and civil antitrust ac tions is steadily increasing Congress has greatly increased both criminal and civil antitrust penalties, has made important procedural changes, and has substantially increased the budgets for the Antitrust Division of the Department of Justice and the Federal Trade Commission, the two agencies charged with antitrust en forcement The courts are expanding the scope of antitrust prohibitions which may especially affect trade association activities and such associations are more frequently becoming the obiects of FTC and Antitrust Division investigations In view of these developments, increased awareness of the application of the anti trust laws to association activities is essential Like most reputable trade associations. CMA has objectives and programs that are well within the law It also makes every effort to prevent possible antitrust abuses from arising But a large responsibility also rests upon its member companies--and particularly upon their individual representatives who serve on CMA com mittees This means that committee members should know enough about this subject to be able in their CMA work to avoid actions or discussions that might raise antitrust questions The mam purpose of this guide is to help all committee members to recognize what is, or might become, an antitrust question " Some actions or discussions by members of a trade association are clearly illegal: many others are wholly legal and proper, and there is a sizeable "grey area" or danger zone in between This grey area between legal and illegal association activity is often vague and uncertain, and CMA's policy has always been to keep far away from the doubtful zones The Association's aim is not only to avoid actual violations of law--it wants to prevent even any appear ance of violation which might invite suspicion or investigation on the part of the enforcement authorities To protect itself and its members in this respect, CMA has adopted and observes several basic policies, 1 It has well-defined, constructive objectives and programs which are designed to promote the overall in terest of the industry and the public 2 Its organizational structure consists primarily of standing committees with specific and limited func tional purposes, any activities concerned with pricing or marketing chemical products are scrupulously avoided, and limitations are also imposed on the subject matter and duration of ad hoc committees dealing with specific chemical products or product segments, 3 It maintains various procedural safeguards--particularly those set forth in the "General Principles Ap plicable to the Structure and Operations of Committees" which appears in the Association's annual Directory. 35 CMA 127746 4 It retains counsel to help insure full observance of the above policies ana procedures, and to provide guidance and protective advice as to all CMA's operations from an antitrust standpoint 5 It has approved the issuance ot this "Antitrust Guide" to help member company representatives on CMA committees avoid problems under the antitrust laws The Federal Antitrust Laws Beginning in 1890 Congress has enacted a series of statutes which are known collectively as the federal antitrust laws These laws are designed to promote and preserve our competitive private enterprise system by encouraging free and open competition in open markets The federal antitrust laws give the force of law to the philosophy underlying our economic system, namely, that a free market m which supply and demand op erate to determine the conditions and terms of production, distribution and sale, and where each seller and buyer deals independently serves to achieve the most equitable allocation of high quality goods and serv ices at the lowest f uble prices The central core of federal antitrust legislation is formed by the Sherman Act (1890) and the Clayton and Federal Trade Commission Acts (1914) Most states have also enacted antitrust laws similar to the federal statutes but no attempt is made to discuss tnem in this brief manual Similarly there is no discussion herein of other areas of federal antitrust law (such as the Robinson-Patman Act ana many parts of the Clayton Act) which may bear directly on the activities of individual companies but are usually not involved m association activities The primary focus here is on horizontal conduct / e. conduct involving relationships between competitors rather than vertical relationships such as those between a company and its customers Section 1 of the Sherman Act prohibits "contracts " "combinations or "conspiracies m restraint of trade or commerce These are terms of collective action or conduct by two or more persons and they in clude agreements and understandings of all kinds--whether written or ora! format or informal --whicn un duly restrain competition Because of tne collective nature of most trade associations activities this section is the principal weapon usee by the Department of Justice in antitrust suits against trade associations or their members Such suits are usually based upon an alleged conspiracy or agreement among competitors to restrain trade (Tne Federal Trade Commission also can and does challenge trade association activity which is alleged to lessen competition under Section 5 of the Federal Trade Commission Act which prohibits "unfair methods of competition 1 ) Althougn the language of the antitrust statutes is deliberately general m its coverage, prohibiting 1 [every! contract combination or conspiracy in restraint of trade and ' unfair methods of competition, tne courts have defined a number of specific activities as inherently unlawful the so-called per se offenses (see "Prohibited Activities infra) The legality of other activities is determined by the rule of reason ie whether the activity is ancillary to the achievement of a legitimate business objective and is no more restric tive of competition than necessary to achieve that objective Aitnough this necessarily involves difficui' ques Tons of interpolation even here usefu guidelines tor antitrust como-iance nave evon-ec from tne coups decisions The importance of obtaining lega1 counsel in any area o` uncertainty cannot be Gve-emphasizeo kv tne sanebons imposed to' violations of the antitrust laws arc severe Antitrust Enforcement "re cede'a animus: 'aws are enforced t,v me Deoa^'mem ot Ju--- re - A'" Dmsiow aw:, f <- Feoe a Tmae Commission ana `redeem v prov.ae caw- `c Suits py priva'c da/'1 e: A o` me *o"Ow nr; cerames car oe imposed `or woiai,o"s u` a: a,-.- 1 Imprisonment. Violations which are cnmina1 offenses including most D'phipited conus-ve activnes are teionies and each ndividua pawcipan; ; subjec' to a prison sentence o* ud to trvee vears Prison ser1- w CMA 127747 ;ences are Decoming increasingly common particularly m price-fixing cases Convicted felons may also be denied citizenship the r'ght to vote and other onvneges and rights 2 Fines. Fines ot up to $i 000 000 for corporations ana up to $100 000 for individuals may be imposed tor each criminal Offense An individual may not oe reimbursed by ms corporation for fines paid by him and Ones are not deductible for ncome 'ax purposes 3 Injunctive Court and Federal Trade Commission Orders. Orders (iniunctions) which prohibit future violations or activities can be imposed as a result of civil action brought by the Department of Justice, the Federal Trade Commission, or private parties with far-reaching consequences. Such injunctions may con tain sweeping prohibitions which go well beyond the scope of the violations charged and prohibit conduct which is not Jself considered contrary to the antitrust laws Such orders can seriously limit freedom of corpo rate or association action, require burdensome and time-consuming reporting obligations, cause day-to-day activities to be supervised by a court or agency and even require dissolution of a trade association Violation of an miunctive order issued by a court can result in contempt proceedings with attendant fines, while failure to comply with an injunction r cease and desist order") issued by the Federal Trade Commission carries penalties of up to $10 000 for each day the non-compliance continues 4 Treble Damages. A sanction which nas been applied with increasing frequency as private antitrust suits have 'apidly increaseo in recent years is the treble damage ' provision of the antitrust laws which al low persons or businesses injured by an antitrust violation to recover three times the amount of actual dam ages sustained Such cases have resulted in hundreds of millions ot dollars of damages being paid to private itigants Thus, an antitrust violation couid impair the financial resources of any corporation and significantly weaken its competitive position Prohibited Activities As ''Oted above many antitrust violations--and particularly those involving trade associations--result from concerted or collusive activity that is from an 'agreement ' between or among competitors which result in a restraint of trade An illegal agreement may be proved in a number of ways It need not be written, and seldom is Rather the term 1agreement ' in antitrust parlance may mean no more than knowing ad herence to or participation in a common scheme Explicit promises, commitments or assurances are not necessary to establish a violation, nor must the parties actually carry out the agreement (This definition of agreement is assumed throughout) Convictions for collusive activities can be based on a series of seemingly isolated facts which have been inked to present a chain of circumstantial evidence from which an agreement or conspiracy--a meeting of tne minds--can be inferred, for example, identical price increases by competitors following shortly after a trade association meeting at which "business conditions" and the need of the industry for higher prices were discussed For this reason it is important when participating in CMA committee work or other associa tion activities, which involve contact with other members of the industry, to avoid doing or saying anything which might even give an appearance of agreement with others in areas which may involve a lessening of competition (a) Agreements Involving Prices, Pricing is the most sensitive subject under the antitrust laws 'Price 1 in this context includes all the elements of the terms of sale sales prices, discounts, allow ances, freight, credit terms, container deposits, and all other services or conditions integrally related to a sale Any agreement between competitors which fixes, stabilizes, maintains, bolsters, depresses, or tampers in any way with price is unlawful 1 per se," that is. the activity is indefensible and illegal without further analysis of its reasonableness, good intentions, arguable benefits to the public, or ex tenuating circumstances In short, there is no defense "Price-fixing" encompasses not only agreements with competitors on a selling price It may also in clude. for example, agreements to buy up surplus goods, to adhere to a formula for determining prices, to standardize discounts, to control raw material prices, and any other agreement which has the net 37 CMA 127748 result of affecting the price structure of a given product Moreover, it is just as unlawful for competitors to agree on the prices at which they will offer to buy from their suppliers, as on those at which they sell As previously noted an agreement can be shown in a number of ways Thus, even the mere exchange of price lists between competitors on a regular basis may in some circumstances serve as evidence of an illegal price-fixing agreement The essential rule is that each seller must determine on its own the prices at which it purchases and sells To avoid inferences of agreement or collusion--and there can be no exceptions--CMA mem bers must not engage in any direct or indirect discussions with any competitors regarding prices, pnc ing policies or any other marketing policy which may affect pricing The following are a few examples of activities which have been found by the courts to constitute evidence of illegal price fixing 1 Some supermarket executives were held to have violated the Sherman Act on the basis of evi dence which included a trade association meeting where on participant made remarks to the general effect that it was time to slop passing lower wholesale meat prices on to consumers and keep some of it for themselves After viewing this and other evidence in light of the actual pricing practices the court upheld a jury verdict that the attendees at the trade association meeting had engaged iri an illegal con spiracy to keep wholesale prices low and retail prices high (The jury awarded plaintiffs a verdict lor over 32 million dollars, plus the plaintiffs' attorneys' fees ) 2 In another case the sales manager of the leading company in a market invited the sales manag ers of the other major companies in the market to a meeting at which he described a proposal for re classifying distributors and changing discount schedules No one present openly agreed to leciassify his distributors and change his discount schedules Subsequent to the meeting however the leading company instituted the changes proposed at the meeting and the othe' companies one by one adopted the same distributor classifications and discount schedules All of the companies and then sales managers were convicted of engaging in an unlawful conspiracy The fact that all of the individ ual defendants were at the meeting heard the discussion ano subsequently reclassified their distribu tors and changed their discount schedules supported a jury finding that they haa unlawfully conspired to fix prices 3 Sales officials of corrugated cardboard box manufacturers in the Soutneast followed a practice Of occasionally calling each other to determine quotes given on SDecific ana current sales to identified customers The Supreme Court held tne practice illegal because it had the effect of stabilizing prices (/ e , it tended to limit price reductions and the range of price changes) The decision was reached in spite of an express finding that the calls did not result in an actual agreement on prices Rather each defendant on receiving a request for pricing information, usually furmsned the data witn the expecta tion that reciprocal information would be furnished to him This simple exchange of information was held to establish an unlawful combination or conspiracy under the Sherman Act (b) Agreements to Control Production or Sales Competitors may not agree to limit O' control oro duction or sales Any limitations on output by deed or indirect agreement are ihegai oer se ana canno' be justified even where the purpose is to preserve the industry o' conserve natma- resources (c) Division of Territories and Allocation ot Customers Any agreemen` Defwee- -"cm-oemor:: to divide or allocate either sales territories or customers is umawtu' per se Excr'an-ces o' mform- ari.c-'with competitors relating to customers O' territories car create me appea'a'oe crsucr coms'c- c agreement ana rnus! be strictly avoideo (di Refusals to Deal Any agreement among comoemo'S wnicn msu m u ,= 'e'usa1 ;c oea wim me pliers or omer competitors-- fc examo-e a DiacSns' dovcor-- ;- -ecaip^' f-cr inis reason, e> changes o' information ie g creem information) concerning Damcuia' custome's vouch migm ieao m oaralie' decision not to deal snouts Cm avoioeo CMA 127749 Application of Antitrust Laws to Trade Association Activities The valuable and oicoer activities of the CMA and its committees can oe accomplished effectively it par ticipating members are alert to the prohibited types of behavior described above and react quickly wnen danger signals appear Obviously CMA activities should be conducted m such a way as to avoid any possible inference of agree ment among its members with respect to prices controlling production or sales division of territories or re fusals to deal in any form whatsoever Further guidelines are given here to highlight potential danger zones to be avoided When a danger zone appears counsel should be consulted for specific guidance In reviewing the following guidelines there are a few general points you should bear in mind1 1 As indicated above an otherwise lawful act may become unlawful if done for an improper pur pose or if it is part of a larger unlawful scheme For example, a product standardization program might be justifiable considered by itself, but not it it is combined with other activities to facilitate the fixing of uniform prices In other words, the courts may look at the cumulative effect of several activities--not at each one separately 2 Good motives are not an excuse for doing things that are otherwise unlawful, either because thev fall within one of the 1per se' categories discussed previously or because they are more restrictive of competition than necessary to accomplish their legitimate objectives Thus, even though a product standardization program may be intended to increase competition by providing consumers with important information it may nevertheless be found unlawful if conducted m a manner more restrictive than necessary to achieve its legitimate purpose 3 An ostensibly lawful program or activity runs a greater risk of getting into vulnerable areas it con ducted by a group of competitors making the same product That is the mam reason why CMA oper ates primarily through functional committees and imooses limitations on the subject matter and dura tion of any ad hoc committees dealing with matters concerning a specific chemical product or product segment 4 As a memDer of a CMA committee you and your company can be held responsible for any im proper acts that may occur which you know about (or should know about) and if you fail to protest or disassociate yourself from them Participation in CMA Committee Meetings All meetings of CMA committees must be conducted m strict compliance with the procedures set out m the `General Principles Applicable to the Structure and Operations of Committees ' * These General Princi ples provide tor agendas, attendance of staff representatives, and for the keeping of accurate and complete minutes--all of which are designed to avoid antitrust risks If you participate in a CMA task group meeting held without a staff member being present (pursuant to the special circumstances set forth in subparagraph 4(g) of the General Principles), be sure that the meeting complies with the requirements of that subparagraph 4(g), including an `accurate and complete written re port as to everything occurring at such meeting * A & .ipDrOvetl Dy :hp BOfjra ot Directors on Mcircn K' July 1 * i9?8 an-,enaea Marc" 9 1071 ana funner amenaea rv *ne Lxec^'v^ Committee or Note1 The attitude of enforcement personnel will be governed by what committee or task group mem bers actually do. not by what is said in reports or minutes that may be incomplete or inaccurate CMA committee members participating in activities involving advocacy before governmental entities should be familiar with and carefully observe the guidelines set out In the memorandum "General Principles and Guidelines for MCA Advocacy,1' dated May 14,1975 In general, advocacy should be conducted in lawful ways and directed solely at efforts to influence that policy It should not be used as a sham or as a means to affect competition directly and independently of what would be the effect of the government policy which is sought to be influenced While committee agendas will have been cleared in advance with CMA counsel, it is the obligation of all committee members to make sure that their own participation in committee meetings will not give rise to even an inference of antitrust wrongdoing Thus, even when carrying out approved and legitimate activities members must be careful to avoid discussions or exchanges of information with their competitors on any subject relating to the "per se' restraints listed above since such discussions or information exchanges may give rise to inferences of agreement As examples, you should avoid any discussion with competitors of the following (a) Individual company prices, price changes price differentials mark-ups discounts allowances credit terms, etc (b) Individual company figures on costs oroduction capacity, inventories sales etc (c) Industry pricing policies price levels price changes differentials etc (d) Changes in industry production, capacity or inventories ie) Transportation rates or rate policies for individual shipments or particuiar DroOucts including basing point systems, zone prices, height equalization etc Note This was an alleged factor in the 1962 FTC charges against MCA (now CMA) m the TSP (tnsodium phosphate) case MCA denied the charges but joined the producers m signing a consent order prohibiting the practices charged Stanaaraization of TSP containers was another principal factor in the TSP case these charges pertained to an activity in 1939-40 whicn has long since been abandoned MCA denied that this activity was illegal, but joined the respondent TSP producers in signing a consent order prohibiting the various practices charged, in order to avoid costly and time-consuming litigation (f) Bids on contracts for particular products procedures for responaing to bid invitations <91 Plans of inoividual companies concerning the design production distribution oi marketing of particular products including proposed territories or customers (h; Matters relating to individual suppliers or customers that might have the effect of excluding them from any market (i) Any matter relating to TSP as a specific product Regardless ot subject matter you should not attend or tolerate any meeting with vour competitors in con nechon with CMA business which has no agenOa or which is concerned with male's outside vom commit tee s terms o< reference, or which otherwise fails to conform! with the Droceoures in trie Genera Principles Informal Gatherings i! w important to avoid aiscussions o' the aDove subject'., not owv at tcuma CMA o' committee mee''ncs pul a'sc in connectio'" wun social or other garnering; or, tnose occasions ! any improper discussion snoua sis-! m you' presence you V"oulo proles;' if tne amm-ssion coot-hues vo^. sr.oua promptly excuse vourseif from " e group a "a communicate you- motes', tc me app'opna'e CMA sta" member Eve" if you oc riot tane Pe,r am :mp;ooer discussion vour presence w-'nout pamc paiic ecu o sin1 oe` and vour comoam 'C 1 't.uu1 -- Aov movoua r nmc oamcioate r s..c -mo-opm O'scuss'c"" wneme1 oeiioe'aten oF irmo CMA 127751 centiy are doing their companies and CMA, a real disservice and subjecting themselves to possible liability In case of doubt as to wnetner a particular subiect may properly be discussed with your competitors, you should consult your own company counsel Documents Care must be taken to avoid wording any written documents including leports or notes from committee meetings in a way that might be interpreted as indicating, contrary to fact, the existence of an antitrust viola tion Every memorandum, letter, or other document dealing with prices, competition, or the other danger areas specified in this guide should be written with the assumption that it will one day be examined for anti trust implications An antitrust case may be based on documents which are in reality innocent or innocuous but have been written in such a way as to create suspicion and require explanation Such documents may in clude personal notes based on recollection, or a taken at committee or other meetings, which record per sonal impressions rather than the facts of what transpired Conclusion It is hoped that this guide will help you to understand how the antitrust laws bear upon trade association activities and to carry out your CMA work in full compliance with these laws and with CMA policies Again please remember that this is a limited outline ana is not intended to De a complete description of the applica tion of the antitrust laws--for answers to specific problems, you should consult CMA counsel and your own company counsel 41 CMA CMA AND ADVOCACY* Advocacy means pleading or defending a cause, hence advocacy is implicit in CMA s representation of the chemical manufacturing industry, and should be conducted forthrightly and forcefully concentrating on matters which affect a number of its members or which broadly concern the chemical manufacturing indus try even though not immediately affecting many members To be beneficial advocacy must be persuasive Solid evidence and reasoned interpretation couoiea with effective presentation are needed Enlightened and progressive advocacy is directed to the common good rather than being merely self serv mg Beating in mmo the pervasive significance of chemicals it is vita that CMA advocacy so quality Advocacy on behalf of a collective industrial group must heed antitrust limitations Fo' th,s reason an a be cause of the tact that certain chemicals compete with others in tne marketplace tor simi!ar purposes CMA normally limits its advocacy to matters having general applicability as contrasted vote those invoicing oadic uiar chemical substances or companies It an important precedent-setting principle is mvcVeo nowever CMA may elect to advocate regarding tne principle alone The foregoing precepts unaerlie CMA s aovocacy role Eacn member company shoma 'ftcoance fnis m no way diminishes ns responsibility to protect its own interests nor is mtenoec to res'uc' noepenaence m so doing Each memper company is encouraged to express its maiviaua's views *As approved by tne Executive Committee on July I1 1978