Advisory Opinion No. 2006-10

Advisory Opinion No. 2006-10

Re: Michael R. Petrarca


The petitioner, the Director of Administration for the West Warwick Public Schools, a municipal employee position, who also serves as the President of the Rhode Island Association of School Business Officials (RIASBO), a private, not-for-profit professional organization, requests an advisory opinion regarding the propriety of RIASBO's interactions with school vendors.


Because the petitioner's request lacks specificity as to particular public officials and vendors, and as to the precise interactions between the two, the Ethics Commission is unable to provide specific guidance and safe harbor to any individual person subject to the Code of Ethics.  Rather, this advisory opinion offers general guidance to members of the Rhode Island Association of School Business Officials (RIASBO) as to the likely application of the Code of Ethics to the represented facts.  Individual members of RIASBO are invited to seek advisory opinions that more specifically apply the Code of Ethics to particular interactions with vendors.

The petitioner represents that he is the current President of the RIASBO, a non-profit organization.  RIASBO's members consist primarily of school employees who are directly connected with the business administration of education in the State of Rhode Island.  Other members include employees of the Rhode Island Department of Education and some school superintendents.  In addition, there are certain private vendors that provide goods or services to public schools that hold what the petitioner describes as an "associate membership" in RIASBO.

The petitioner states that RIASBO has traditionally held a bi-annual Product Showcase and Trade Show (Trade Show) in conjunction with its annual meeting.  The next annual meeting and Trade Show is scheduled for May 2006.  For the Trade Show, RIASBO sends out invitations to various school vendors inviting them to purchase exhibition space to introduce and showcase their products and/or services to the individuals involved in making purchasing decisions for the school districts.  The petitioner informs that because RIASBO does not have an Executive Director, one if its members who is a school business administrator has historically taken on the responsibility of sending out invitations to the Trade Show and processing registrations.  The vendors are charged fees ranging from $350 to $650 for exhibition space, and the revenues RIASBO receives from the Trade Show are used to defray meeting expenses and member dues and to underwrite additional workshops and professional development opportunities for RIASBO members.  The petitioner states that the Trade Show averages approximately 40 exhibiting vendors.

The petitioner also relates that RIASBO, at its annual meeting, presents a one thousand dollar ($1,000) scholarship to a college-bound graduating senior who will be majoring in business.  The petitioner states that each year ARAMARK Corporation, a food service provider for several of the school districts in Rhode Island, offers to sponsor the scholarship.

Finally, the petitioner advises that RIASBO intends to hold an hour-and-a-half reception following its annual meeting.  He states that in past years and for the current annual meeting several school vendors, most of whom the petitioner identifies as "associate members" of RIASBO, have offered to contribute toward the expense of this reception.

The petitioner asks whether these aforedescribed practices are consistent with the requirements of the Code of Ethics.

As an initial matter, we note that RIASBO is a private, professional organization.  It is not a public entity that is subject to the Code of Ethics.  Accordingly, the Ethics Commission cannot regulate RIASBO's interaction, as an entity, with vendors that do business with school districts.  On the other hand, the Code of Ethics does regulate the conduct of individual school business officials (public officials and employees such as the petitioner) who happen to be members of RIASBO, particularly where such conduct involves interaction with the vendors of an official's school district. 

The Code of Ethics prohibits a public official or employee from using his or her public office or confidential information received through holding public office to obtain financial gain, other than that provided by law, for him/herself or any person within his/her family, any business associate or any business by which he/she is employed or represents.  R.I. Gen. Laws § 36-14-5(d).  A public official is also prohibited from soliciting or accepting a gift or certain contributions with the understanding that the official’s vote, official action, or judgment would be influenced thereby.  See R.I. Gen. Laws § 36-14-5(g).

Commission Regulation 36-14-5011, entitled "Transactions with Subordinates," generally prohibits persons subject to the Code of Ethics from engaging in financial transactions with subordinates.  It reads, in pertinent part:

No person subject to the Code of Ethics shall engage in a financial transaction . . . with a subordinate or person or business for which, in the official's or employee's official duties and responsibilities, he or she exercises supervisory responsibilities, unless

(1) the financial transaction is in the normal course of a regular commercial business or occupation,

(2) the subordinate or person or business described above offers or initiates the financial transaction, or

(3) the financial transaction involves a charitable event or fundraising activity which is the subject of general sponsorship by a state or municipal agency through official action by a governing body or the highest official of state or municipal government.

Regulation 36-14-5011(a).  The regulation also expressly states that the term "subordinate" includes contractors and consultants.  Regulation 36-14-5011(c).  To the extent that the petitioner or other RIASBO member exercises supervisory responsibilities over a vendor as part of his or her official duties as a school administrator, then that vendor will be considered to be a "subordinate" pursuant to Regulation 5011.

Given the facts represented, it is the private entity RIASBO, and not any individual public official/RIASBO member, who will be contracting with vendors for exhibition space.  To the extent that an individual RIASBO member merely sends vendors a standardized, written invitation to exhibit and processes any returned registrations, we believe that such ministerial functions on behalf of RIASBO do not amount to personally engaging in a financial transaction with a vendor as is prohibited by Regulation 5011.  This opinion draws a distinction between a general mailing of invitations by RIASBO to multiple vendors, versus a direct solicitation by an individual RIASBO member to a vendor having business interests that are subject to that member's supervision as a school business official.  The latter situation may run afoul of the aforedescribed provisions of the Code of Ethics and creates, at a minimum, an appearance of impropriety that should be avoided if at all possible.  See R.I. Const. art. III, sec. 7.[1]   

This analysis also applies to RIASBO's interactions with vendors relative to the RIASBO scholarship and to vendor contributions to RIASBO for the annual meeting reception, provided that care is taken to clearly indicate to vendors that they are being solicited by, doing business with and contributing to the private entity RIASBO rather than any individual member or school district.  Furthermore, the petitioner represents that the vendors offering to make contributions are primarily associate RIASBO members, and that they are offering to contribute without being solicited.  This latter representation implicates an exception to Regulation 5011's prohibition on engaging in business with a subordinate for instances where "the subordinate or person or business described above offers or initiates the financial transaction[.]"  Regulation 5011(a)(2).

To summarize, our opinion is simply that the Code of Ethics does not prohibit RIASBO, a private, non-profit organization not subject to the Code, from soliciting, accepting contributions and engaging in business with school vendors.  That is not to say that we endorse such interaction.   Indeed, given the fact that the majority of RIASBO's members are public officials with decision-making authority over school vendors, we view the represented financial relationships between RIASBO and these vendors to be, at a minimum, troublesome. 

Accordingly, we specifically advise public employees and officials who are RIASBO members to exercise extreme caution when interacting with and particularly soliciting, on behalf of RIASBO, vendors of their respective schools systems, and to seek further and individualized guidance from the Commission if needed.

Finally, this opinion only addresses the application of the Rhode Island Code of Ethics.  It does not address whether the represented interactions between school officials and school vendors are consistent with applicable municipal charters, ordinances or school department purchasing and personnel policies.  RIASBO members are encouraged to consult with appropriate local officials to make that determination.

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Transactions with subordinates