Advisory Opinion No. 2001-31

Application Of The Code Of Ethics For Public Officials To The Members Of
The Board Of Directors Of The University Health Center

Bruce Carlson, Chief of Staff of the University of Connecticut Health Center, has asked for an advisory opinion regarding the status and obligations, under The Code Of Ethics For Public Officials, of the members of the Center’s new Board of Directors (the Board).

The Board was authorized during the past legislative session through an amendment to Conn. Gen. Stat. §10a-104 which allows the University’s Board of Trustees to create a Board of Directors for the Health Center. The Board…"shall include members of the Board of Trustees designated by the Chairperson of the Board of Trustees and such other persons as the Board of Trustees shall deem appropriate." P.A. 01-173 at Sec. 35.

Acting pursuant to this mandate, the new Board has been constituted as follows: the Chair of the Board appointed by the Chair of the Board of Trustees; two members appointed by the Chair of the Board of Trustees; three members appointed by the Governor; the Secretary of OPM (or a deputy or undersecretary); the President of the University of Connecticut; and nine "at large" members appointed by the Board’s nominating committee. Initially, this nominating committee will be the current Health Affairs Committee, which is composed of five voting members of the Board of Trustees.

While the Board of Trustees will retain overall budget authority regarding the Health Center, through an amendment to University Bylaws, it has granted broad authority to the Board including: the authority to contract; determinations regarding faculty compensation, promotion and appointment; staffing levels; space allocations; strategic planning; and academic programs.

Given the manner of the initial Board members’ appointment and given their broad state authority, the members are "Public officials"; and are, therefore, subject to the requirements of The Code Of Ethics For Public Officials. Conn. Gen. Stat. §1-79(k). Once the initial Board has been constituted, authority for appointment of future "at large" members will transfer from the Health Affairs Committee to a nominating subcommittee of the Board. As a consequence, it is possible that future "at large" members may not meet one of the criteria under the Code’s definition of "Public official"; i.e., a person "appointed…by the Governor or an appointee of the Governor." Nonetheless, given the status of their fellow Board members as public officials, and given the parallel Board authority of such "at large" members, the Commission expects that they will fully comply with the requirements of the Code during their tenure on the Board.

As public officials, the members of the Board will, in general, be subject to the Code’s substantive provisions, including both its conflict of interests prohibitions and post-state employment requirements. However, as citizen/officials the members will be exempt from the Conn. Gen. Stat. §1-84(d) prohibition on compensated representation before state agencies. Furthermore, they will be exempt from the Conn. Gen. Stat. §1-84(i) requirements regarding the open and public award of state contracts, except when those contracts are with the Health Center. In that specific instance, §1-84(i) will apply and any Board member seeking or performing a contract with the Center must strictly recuse himself or herself from official involvement with the matter.

Additionally, the members are reminded that as public officials they are subject to the Code’s strict gift limits regarding benefits provided by lobbyists or by persons seeking business from, doing business with or regulated by the Health Center. Conn. Gen. Stat. §§1-84(j) and (m). Finally, the members are potentially subject to the annual financial disclosure requirements of Conn. Gen. Stat. §1-83. The determination of which, if any, Board members will be required to file this disclosure statement rests with the University Administration, acting pursuant to criteria established by the Governor.

In closing, the Commission wishes to emphasize that the foregoing constitutes only an outline of the general requirements of the Code. Board members with specific questions should contact the Commission for further guidance.

By order of the Commission,

Rosemary Giuliano
Chairperson