Advisory Opinion 2026-39
Rhode Island Ethics Commission
Advisory Opinion No. 2026-39
Approved: November 10, 2026
Re: Patricia A. Alley
QUESTION PRESENTED:
The Petitioner, a member of the South Kingstown Town Council, a municipal elected position, who in her private capacity is the president of Sow a Seed South County, a private non-profit organization, requests an advisory opinion regarding whether the safeguards proposed in her request for the instant advisory opinion are sufficient to insulate her from conflicts of interest under the Code of Ethics while simultaneously fulfilling her duties in either position and, if not, what additional safeguards are necessary.
RESPONSE:
It is the opinion of the Rhode Island Ethics Commission that the Petitioner, a member of the South Kingstown Town Council, a municipal elected position, who in her private capacity is the president of Sow a Seed South County, a private non-profit organization, is required by the Code of Ethics, in addition to her proposed safeguards, to also follow any other limitations that the Code of Ethics imposes upon her as described herein while simultaneously fulfilling her duties in either position.
The Petitioner is a member of the South Kingstown Town Council, having served in that position continuously since her election in 2022. In her private capacity, she is the president of Sow a Seed South County, a private non-profit entity that operates a community garden at the former Wakefield Elementary School, which is owned by the Town of South Kingstown. The Petitioner represents that Sow a Seed was incorporated in 2025 “to help lessen food insecurity through community gardening efforts. To foster community, self-reliance and resilience during difficult times.” The Petitioner further represents that Sow a Seed donates its entire harvest to The Jonnycake Center, a non-profit entity that serves people who experience food insecurity. The Petitioner states that the town and Sow a Seed intend to formalize the existing garden arrangements by entering into a formal lease agreement that will require review and approval by the town council. She explains that when the demolition of the Wakefield Elementary School eventually commences, the garden may need to be relocated, which will require approval of the town. The Petitioner notes that she derives no financial benefit from her service on Sow a Seed. She represents that as Sow a Seed’s president, she relies on the support of the entity’s directors and members. As an example, the Petitioner notes that one of the directors maintains financial control of the organization’s small budget, and another individual manages the entity’s social media postings. The Petitioner states that Sow a Seed has had minimal contact with the town regarding the day-to-day operations of the garden.
Cognizant of the provisions of the Code of Ethics and to avoid any conflicts of interest that may arise from the performance of her private and public duties, the Petitioner represents that she will recuse from the town council’s consideration of the lease with Sow a Seed and, should the town council approve the lease, she will continue to recuse herself from any future amendments or extensions, and from any other matters that involve Sow a Seed. The Petitioner further represents that a Sow a Seed director or a member can be designated to handle all contacts with town officials, including the town manager over whom the town council has appointing authority. Given this set of facts, the Petitioner seeks guidance from the Ethics Commission regarding whether the safeguards proposed and listed above are sufficient to insulate her from any conflict of interests that may arise under the Code of Ethics while simultaneously performing her duties in either her public or private position and, if not, what additional safeguards are necessary.
The Code of Ethics provides that a public official shall not have any interest, financial or otherwise, direct or indirect, or engage in any business, employment, transaction, or professional activity which is in substantial conflict with the proper discharge of her duties in the public interest. R.I. Gen. Laws § 36-14-5(a). A public official has an interest which is in substantial conflict with the proper discharge of her duties in the public interest if she has reason to believe or expect that she, any person within her family, her business associate, or any business by which she is employed or which she represents will derive a direct monetary gain or suffer a direct monetary loss by reason of her official activity. R.I. Gen. Laws § 36-14-7(a). Further, a public official must recuse from participation in any matter in which her business associate or employer, or another person authorized by her business associate or employer to act on their behalf, appears or presents evidence or arguments before the public official’s municipal agency. 520-RICR-00-00-1.2.1(A)(2) Additional Circumstances Warranting Recusal (36-14-5002).
A public official has reason to believe or expect that a conflict of interest exists when it is “reasonably foreseeable,” meaning that the probability is greater than “conceivably,” but the conflict of interest is not necessarily certain to occur. 520-RICR-00-00-1.1.5 Reasonable Foreseeability (36-14-7001). A “business associate” is defined as a “person joined together with another person to achieve a common financial objective.” R.I. Gen. Laws § 36-14-2(3). A “person” is defined as an “individual or a business entity.” § 36-14-2(7).
The Code of Ethics also prohibits a public official from representing herself or any other person, or acting as an expert witness, before a municipal agency of which she is a member, by which she is employed, or over which she has appointing authority. § 36-14-5(e)(1)-(3); 520-RICR-00-00-1.1.4 Representing Oneself or Others, Defined (36-14-5016)(Regulation 1.1.4). These “revolving door” restrictions were enacted to minimize any undue influence a public official might have in a matter before her agency and last while the public official is serving and for a period of one year thereafter. § 36-14-5(e)(4). A person “represents” herself or another person before a municipal agency if she participates in the presentation of evidence or arguments before that agency for the purpose of influencing the judgment of the agency in her favor or in favor of another person. § 36-14-2(12) & (13); Regulation 1.1.4. The above prohibitions do not extend to the performance of ministerial acts, duties, or functions involving neither adversarial hearings nor the authority to exercise discretion or render decisions.
Additionally, § 36-14-5(d) prohibits a person subject to the Code of Ethics from using her public office, or confidential information received through her holding public office, to obtain financial gain for herself, any person within her family, her business associate, or any business by which she is employed or which she represents. Finally, § 36-14-5(c) prohibits the use of and/or disclosure of confidential information acquired by a public official during the course of or by reason of her official duties, particularly for the purpose of obtaining financial gain.
The Ethics Commission has consistently concluded that public officials or employees are “business associates” of entities, including non-profit organizations, for which they serve either as members of the board of directors or in other leadership positions that permit them to affect the financial objectives of the organization. See, e.g., A.O. 2021-6 (opining that a member of the North Smithfield Planning Board was a business associate of the North Smithfield Heritage Association, a private non-profit organization for which he served as a member of the board of directors and as its president and, therefore, was required to recuse from participating in planning board matters when the heritage association appeared or presented evidence or argument). Accordingly, in the instant matter, as a president of Sow a Seed, the Petitioner is a “business associate” of the entity.
Here, because the Petitioner is a business associate of Sow a Seed, she is prohibited from participating in the discussions or decision-making, in her capacity as town council member, in matters in which Sow a Seed is involved or in which the entity will derive a direct monetary gain or suffer a direct monetary loss. The Petitioner is also prohibited from participating in discussions or decision-making, in her capacity as town council member, in matters in which Sow a Seed or a representative of it appears on its behalf to represent the entity before the town council. See, e.g., A.O. 2026-17 (opining that a member of the Middletown Planning Board, who was also a member of the board of trustees of the Aquidneck Island Land, was a business associate of the land trust and was, thus, required to recuse from participating in any planning board matters that involved or impacted the land trust); A.O. 2024-35 (opining that a member-elect of the Warren Town Council, who in his private capacity served as a trustee of the George Hail Free Library in Warren, a private entity, was prohibited, among other things from participating in matters before the town council that involve or will directly financially impact himself, the library, or any of the other members of the library’s board of trustees). Thus, the Petitioner’s intention to recuse in her public capacity from any town council’s discussions and decision-making relative to the lease with Sow a Seed, any potential future lease amendments or extensions of the same, and any other matters that involve Sow a Seed is appropriate and sufficient under these circumstances.
Further, the Petitioner is prohibited from representing Sow a Seed before the town council or any municipal agency or town official over which the Petitioner has appointing authority. See, e.g., A.O. 2023-39 (opining that a member of the Cumberland Town Council, who in his private capacity served as the interim president and registrar for the Cumberland Youth Soccer Association (CYSA), a nonprofit organization, was prohibited, among other things, from representing himself or the CYSA before the town council, or the recreation director over which the town council had appointing authority). Prohibited interactions are not limited to business meetings, and could occur at a restaurant, on the phone, in an email, or at any social or political gathering. It is the content of a discussion, rather than its venue, that is most relevant in applying the Code of Ethics’ revolving door restrictions. On the other hand, contacts involving purely personal or ministerial matters that do not involve discretion or decision-making on the part of the aforementioned public agencies are not prohibited. Here, representation would, for example, include, but is not limited to, the Petitioner signing any leases or potential extensions of such leases on behalf of Sow a Seed. Thus, the Petitioner’s proposal that Sow a Seed designate a director or a member of the entity, other than the Petitioner, to conduct all communications with town officials on behalf of Sow a Seed, without the participation of the Petitioner, will be sufficient to insulate the Petitioner from conflict of interest pursuant to § 36-14-5(e); Regulation 1.1.4.
Furthermore, the Petitioner is reminded that consistent with §§ 36-14-5(c) and (d) of the Code of Ethics, the Petitioner may not use her public office or confidential information acquired by her in the course of, or by reason of, her public office, particularly for the purpose of obtaining financial gain for herself, her business associates, or Sow a Seed. Any recusals shall be made pursuant to the provisions of R.I. Gen. Laws § 36-14-6. Finally, the Petitioner is advised that this advisory opinion cannot anticipate every possible situation in which a conflict of interest might arise for the Petitioner while serving as a member of the town council and as the president of Sow a Seed. Thus, the Petitioner is encouraged to seek additional advice from the Ethics Commission if any specific questions regarding potential conflicts of interest arise.
This Advisory Opinion is strictly limited to the facts stated herein and relates only to the application of the Rhode Island Code of Ethics. An advisory opinion rendered by the Commission, until amended or revoked by a majority vote of the Commission, is binding on the Commission in any subsequent proceedings concerning the person who requested the opinion and who acted in reliance on it in good faith, unless material facts were omitted or misstated by the person in the request for the opinion. Under the Code of Ethics, advisory opinions are based on the representations made by, or on behalf of, a public official or employee and are not adversarial or investigative proceedings. Finally, this Commission offers no opinion on the effect that any other statute, regulation, agency policy, ordinance, constitutional provision, charter provision, or canon of judicial or professional ethics may have on this situation.
Code Citations:
§ 36-14-2(3)
§ 36-14-2(7)
§ 36-14-2(12)
§ 36-14-2(13)
§ 36-14-5(a)
§ 36-14-5(c)
§ 36-14-5(d)
§ 36-14-5(e)
§ 36-14-6
§ 36-14-7(a)
520-RICR-00-00-1.1.4 Representing Oneself or Others, Defined (36-14-5016)
520-RICR-00-00-1.1.5 Reasonable Foreseeability (36-14-7001)
520-RICR-00-00-1.2.1 Additional Circumstances Warranting Recusal (36-14-5002)
Related Advisory Opinions:
A.O. 2026-17
A.O. 2024-35
A.O. 2024-13
A.O. 2023-39
A.O. 2021-6
A.O. 2013-28
A.O. 2008-62
Keywords:
Business Associate
Conflict of Interest
Revolving Door
Recusal
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https://business.sos.ri.gov/CorpWeb/CorpSearch/CorpSummary.aspx?FEIN=001791673&SEARCH_TYPE=1 (last visited October 29, 2026).
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See, e.g., A.O. 2024-13 (opining that a DCYF social caseworker was not prohibited from accepting private employment as a clinician with The Inner You Counseling Center offering therapeutic services to adolescents, provided that she was prohibited, among other things, from appearing before DCYF as an Inner You clinician, which included, but was not limited to, reporting to DCYF on an Inner You client who subsequently became open to DCYF services; acting as an expert witness on behalf of an Inner You client or Inner You; or submitting to DCYF documentation from Inner You that contained the petitioner’s name, or which was identifiable as the petitioner’s work product); A.O. 2008-62 (opining that a former social caseworker in the Long Term Care Unit within the DHS, was not prohibited from working as an independent contractor assisting a private attorney with the preparation of medical assistance applications on behalf of the attorney’s clients, given that the attorney was the one filing the applications with DHS, and provided that the petitioner did not have any direct contact with or appear to represent the clients, the attorney, or anyone else, before DHS or any of its members or staff, for a period of one year after the date of her official severance from her position).
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See, e.g., A.O. 2013-28 (opining that a former principal policy associate for the Rhode Island Office of the Health Insurance Commissioner (OHIC) could accept private employment, provided that he did not represent his private employer before OHIC during that year and any contacts that he had with OHIC were purely ministerial in nature, such as hand-delivering documents, reviewing public records, and requesting public information).