CEO 77-157 -- October 24, 1977

CONFLICT OF INTEREST

MEMBER OF BOARD OF DIRECTORS OF PRIVATE, NONPROFIT CORPORATION WHICH PROVIDES MENTAL HEALTH SERVICES SERVING AS AGENT FOR CORPORATION'S RETIREMENT PLAN AND HEALTH INSURANCE

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

Prepared by: Phil Claypool

SUMMARY:

The conflict of interest provisions of the Code of Ethics for Public Officers and Employees, as contained in part III, Ch. 112, F. S., apply only to public officers and public employees. The term "public officer" is defined to include "any person elected or appointed to hold office in any agency. . . ." Section 112.313(1). Where a private, nonprofit corporation acting as a community mental health agency has no governmental authority, responsibilities, powers, or duties delegated to it by law, ordinance, or resolution, the corporation is neither a government entity nor a political subdivision of the state. Accordingly, a member of the corporation's board of directors does not constitute a public officer subject to the Code of Ethics and therefore is not prohibited from serving as agent for the corporation's retirement plan and health insurance.

QUESTION:

Does a prohibited conflict of interest exist where I, a member of the board of directors of a nonprofit corporation which provides mental health services, serve as agent for the corporation's retirement plan and health insurance?

Your question is answered in the negative.

In your letter of inquiry you advise that you are a member of the Board of Directors of Pasco Mental Health Services, Inc., a private, nonprofit corporation acting as a community mental health agency in Pasco County. In addition, you advise that you are an insurance agent and have been acting as agent for the corporation's retirement plan and health insurance. In a telephone conversation with our staff you also advise that the corporation does not act as a mental health board, pursuant to Ch. 394, F. S., but instead is a provider of mental health services with no authority or responsibility delegated to it by state law, although it is funded in part by the Department of Health and Rehabilitative Services.

The conflict of interest provisions of the Code of Ethics for Public Officers and Employees, part III, Ch. 112, F. S., apply only to public officers and public employees. The term "public officer" is defined to include

any person elected or appointed to hold office in any agency, including any person serving on an advisory body. [Section 112.313(1), F. S. 1975.]

In turn, "agency" is defined to mean

any state, regional, county, local, or municipal government entity of this state, whether executive, judicial, or legislative, any department, division, bureau, commission, authority, or political subdivision of this state therein; or any public school, community college, or state university. [Section 112.312(2), F. S. 1975.]

Having no governmental authority, responsibilities, powers, or duties delegated to it by law, ordinance, or resolution, the corporation clearly is neither a government entity of this state nor a political subdivision of this state. As the corporation is not an agency, you are not an officer or employee of an agency. Accordingly, we find that you are not subject to the provisions of the Code of Ethics by virtue of your serving on the board of directors of the subject corporation and that, therefore, the Code of Ethics does not prohibit you from serving as an insurance agent for the corporation.