CEO 75-38 -- March 6, 1975

NONPROFIT CORPORATION

APPLICABILITY OF CODE OF ETHICS TO MEMBER OF THE BOARD OF DIRECTORS OF A NONPROFIT CORPORATION

To: T. K. Cedarland, Brevard County Mental Health Center, Inc., Rockledge

Prepared by: Gene L. "Hal" Johnson

SUMMARY:

The directors of the Brevard County Mental Health Center, Inc., do not qualify as public officers within the meaning of that term as found in part III, Ch. 112, F. S., as amended by Ch. 74-177, Laws of Florida. Nor do the directors assume any regulatory functions in a governmental agency. See CEO 75-2. The directors thus are not subject to provisions for disclosure for public officers. Should a director be a public officer by virtue of another position, however, he or she may be required to file CE Form 3 if the center does business with the agency of which the director is an officer or employee.

QUESTION:

Are the directors of the Brevard County Mental Health Center, Inc., a nonprofit corporation, "public officers" within the meaning of that term as found in part III, Ch. 112, F. S., as amended by Ch. 74-177, Laws of Florida, and therefore subject to the disclosure provisions applicable to public officers?

Your question is answered in the negative.

It is our opinion that the directors of the Brevard County Mental Health Center, Inc., who do not otherwise qualify as public officers within the definition of s. 112.312, F. S., are not public officers by virtue of their status as directors of this nonprofit organization.

We held in CEO 75-2 that the members of the Board of Trustees of the Lake-Sumter Community Health Center were public officers, but in that case the trustees also constituted the Mental Health District Board, a government agency. This is not true in the situation you present.

It should be noted that, while the directors are not public officers by virtue of their positions with the Mental Health Center, any director who qualifies as a public officer because of another position held may be required to disclose on CE Form 3, Disclosure of Conflicts of Interest, his directorship in the center if at some time in the future the center "does business" with a governmental agency of which he is an officer or employee.