CEO 84-17 -- March 8, 1984

CODE OF ETHICS

APPLICABILITY OF CODE OF ETHICS TO BOARD MEMBERS OF PRIVATE, NONPROFIT CORPORATION

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

SUMMARY:

The Code of Ethics for Public Officers and Employees does not prohibit a member of the board of directors of a private, nonprofit corporation from transacting business with the corporation through a business entity of which the board member is an officer, partner, director, or proprietor. As the Commission has advised in CEO's 75- 149, 76-22, 83-6, and 84-2, the Code of Ethics does not apply to board members of private, nonprofit corporations, because they are not public officers or employees.

QUESTION:

Does the Code of Ethics for Public Officers and Employees prohibit a member of the Board of Directors of the Suwannee River Economic Council, Inc., from transacting business with the Council through a business entity of which the board member is an officer, partner, director, or proprietor?

Your question is answered in the negative.

In your letter of inquiry you advise that the Suwannee River Economic Council, Inc., is a private, nonprofit corporation organized under Chapter 617, Florida Statutes. The corporation is dedicated to the elimination of poverty in the eight counties which it serves and receives funds under the Community Services Block Grant Program Act (Chapter 409, Florida Statutes) to provide a range of services specified under the Act.

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 75-149, CEO 76-22, CEO 83-6, and CEO 84-2.

Accordingly, based on the rationale of these opinions, we find that members of the Board of Directors of the Suwannee River Economic Council, Inc., are not subject to the Code of Ethics for Public Officers and Employees and therefore that the directors of the Council are not prohibited by the Code of Ethics from doing business with the Council.