CEO 85-88 -- November 26, 1985

CODE OF ETHICS

APPLICABILITY OF CODE OF ETHICS TO BOARD MEMBERS OF NONPROFIT CORPORATION

To: (Name withheld at the person's request.)

SUMMARY:

The Code of Ethics for Public Officers and Employees does not apply to members of the board of directors of a nonprofit corporation. CEO 84-2 and CEO 84-17 are referenced.

QUESTION:

Does the Code of Ethics for Public Officers and Employees apply to members of a nonprofit corporation?

Your question is answered in the negative.

In your letter of inquiry you advise that .... recently was appointed as a member of the Lowry Park Zoo Association, Inc., a nonprofit corporation which promotes the development and rehabilitation of the City of Tampa's zoo. You also advise that this individual is a shareholder in a law firm, one potential client of which leases equipment to the zoo. A potential for conflict of interest arises because the members of the Association may influence the City in connection with any existing or future contracts or leases between the zoo and the potential client. The Association member would recuse himself from any discussions of or votes on the lease. In addition, the law firm plans to disclose the potential conflict to both the Association and the potential client.

In previous advisory opinions we have found that the provisions of the Code of Ethics for Public Officers and Employees contained in Part III, Chapter 112, Florida Statutes, do not apply to board members of private, nonprofit corporations, because they are not public officers or employees. See CEO 84-17 and CEO 84-2, as well as the opinions cited therein.

Accordingly, based on the rationale of these opinions, we find that the Association member is not subject to the Code of Ethics for Public Officers and Employees and therefore that the Code of Ethics does not govern any conflict of interest which may arise in this situation. You may wish to contact the Florida Bar for its opinion concerning the applicability of the Code of Professional Responsibility.