Opinion No. (1991) Ag ( 1991 )

YOU HAVE ASKED ME TO PROVIDE YOU WITH AN INFORMAL OPINION CONCERNING AN Y POTENTIAL CONFLICT OF INTEREST WHICH COULD OCCUR IN A CONTRACTUAL RELATIONSHIP BETWEEN A SCHOOL BOARD AND A COMPANY EMPLOYING A SCHOOL BOARD MEMBER. YOUR REQUEST FOR AN OPINION ASSUMES THAT THE SCHOOL BOARD MEMBER DOES NOT OWN STOCK IN THE COMPANY, BUT IS MERELY AN EMPLOYEE OF THE COMPANY AND FURTHER IS NOT DIRECTLY OR INDIRECTLY INVOLVED IN THE EXECUTION, NEGOTIATION OR FULFILLMENT OF THE CONTRACT. IN A.G. OPIN. 88-088 THIS OFFICE CONSTRUED 70 Ohio St. 5-124 (1990) WHICH IS THE MOST SPECIFIC CONFLICT OF INTEREST STATUTE APPLICABLE TO SCHOOL BOARD MEMBERS. I AM ENCLOSING A COPY OF THAT OPINION FOR YOUR REFERENCE. SECTION 5124 PREVENTS SCHOOL BOARDS FROM ENTERING INTO CONTRACTS WITH SCHOOL BOARD MEMBERS OR COMPANIES IN WHICH THE BOARD MEMBERS ARE INTERESTED. THE STATUTE SPECIFICALLY STATES THAT A BOARD MEMBER IS ONLY INTERESTED IN A CONTRACT IF HE OR ANY MEMBER OF HIS IMMEDIATE FAMILY OWNS "ANY SUBSTANTIAL INTEREST" IN THE COMPANY. IF I UNDERSTAND YOUR QUESTION, YOU ARE ONLY ASKING ABOUT SOMEONE THAT IS A MERE EMPLOYEE OF THE COMPANY AND WHO IS NOT A STOCK HOLDER OR "OWNER" OF THE COMPANY. THE OPINION OF THE ATTORNEY GENERAL MADE IT CLEAR THAT THE "INTEREST" REFERRED TO IN THE STATUTE HAD TO BE A FINANCIAL OR PECUNIARY INTEREST. UNDER THIS OPINION AND THE CLEAR WORDING OF THE STATUTE THERE IS NO VIOLATION OF 70 Ohio St. 5-124, AS A MATTER OF LAW, IF THE SCHOOL BOARD ENTERS INTO A CONTRACT WITH A COMPANY WHICH HAPPENS TO EMPLOY THAT BOARD MEMBER. THE ONLY CAVEAT I WOULD ADD TO THIS WOULD BE SOME OF THE OTHER PRINC IPLES OF LAW APPLICABLE TO PUBLIC OFFICIALS AND AGENTS AND THEIR DUTY TO HAVE UNDIVIDED LOYALTY TO THE GOVERNMENTAL ENTITY WHICH THEY HELP GOVERN. I THINK MOST COURTS WOULD HAVE A GREAT DEAL OF TROUBLE WITH A SITUATION WHERE THE SCHOOL BOARD MEMBER VOTED ON THE CONTRACT AWARDED TO HIS COMPANY OR HAD SOME PART IN THE EXECUTION OF THE CONTRACT OR PERFORMANCE OF THE CONTRACT. THIS COULD RAISE THE APPEARANCE OF IMPROPRIETY. THE CLOSER THE TIE BETWEEN THE BOARD MEMBER AND THE CONTRACT, THE MORE LIKELY IT WILL BE A LEGAL PROBLEM FOR THAT BOARD MEMBER. (CONFLICT OF INTEREST)

(THO MAS L. SPENCER)