CEO 77-61 -- April 21, 1977

VOTING CONFLICT OF INTEREST

EXPRESSWAY AUTHORITY MEMBER MAJORITY STOCKHOLDER IN CORPORATION OWNING PROPERTY WITHIN PROPOSED EXPRESSWAY ROUTE

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

Prepared by: Bonnie Johnson

SUMMARY:

Although a public officer may not be prohibited from voting on any matter, where he elects to vote on a measure in which he has a personal, private, or professional interest which inures to his special private gain, he is required to disclose such conflict via the filing of a Memorandum of Voting Conflict. Section 112.3143, F. S. 1975. A member of a local expressway authority who is majority stockholder in a corporation owning property which would be condemned were two of several route alternatives to be adopted by the authority has a professional interest in the measure which stands to be affected by the outcome of the vote. Accordingly, were the expressway authority member to exercise his right to vote on the measure, he would have a voting conflict of interest requiring disclosure on CE Form 4, Memorandum of Voting Conflict.

QUESTION:

Is a voting conflict of interest requiring disclosure constituted where I, a member of a local expressway authority, am majority stockholder in a corporation owning property which would be condemned were two of several route alternatives to be adopted by the authority?

Your question is answered in the affirmative.

You advise in your letter of inquiry that the expressway authority of which you are a member presently is in the process of conducting feasibility studies on the eastern extension of the expressway. There have been submitted to the authority two possible routes with several alternatives, two of which could take property of a corporation in which you are a majority stockholder. The decision as to the location of the extension route will be decided by vote of the authority.

The Code of Ethics for Public Officers and Employees provides in relevant part as follows:

Voting conflicts. -- No public officer shall be prohibited from voting in his official capacity on any matter. However, any public officer voting in his official capacity upon any measure in which he has a personal, private, or professional interest and which inures to his special private gain or the special gain of any principal by whom he is retained shall, within 15 days after the vote occurs, disclose the nature of his interest as a public record in a memorandum filed with the person responsible for recording the minutes of the meeting, who shall incorporate the memorandum in the minutes. [Section 112.3143, F. S. 1975.]

Inasmuch as the authority's vote on the expressway extension route stands to benefit the corporation, so would such benefit inure to the majority stockholders in the corporation. In our view, you therefore would have a private interest in the matter up for vote and would stand to benefit, depending on the outcome of the vote.

Accordingly, such circumstances would create a voting conflict of interest requiring that you file a Memorandum of Voting Conflict, CE Form 4 (copy enclosed), should you exercise your right to vote.