DAN MORALES 

.ATTORVEY GESERAL 

Qmce of tip mtomep 

&ate of Qexas 

August 12,1993 

Qlkneral 

Honorable Tom Craddick 

Chair 

Ways and Means Committee 

Texas House of Representatives 

P.O. Box 2910 

Austin, Texas 78768-2910 

Opiion No. DM-244 

Re: whether there is a WI&t of interest 

where a person serves simultaneously as a 

wunty commissioner and a manager of a 

cotporation with which a wmmunity center 

created by that county has entered into a 

contract (RQ-536) 

Dear Representative Craddi& 

Your request for an opinion in8orms us that the Gulf Coast Mental Health/Mental 

Retadation Co mmunity Center (“Gulf Coast Center”) is seeking to purchwe a new 

telephone system. The Gulf Coast Center is a wnnnunity center established by the 

counties of Galveston and Bnzoria pmsuant to former article 5547-203, V.T.C.S. (now 

sections 534.001 and 534.003 of the Health and Safety Code). All the trustees of the Gulf 

Coast Center have been appointed by the wmmissioners courts of Galveston and Brazoria 

from among qualified voters residing in those wunties pursuant to section 534.003 of the 

Health and Safety Code (“the code”). None of the trustees have been members of the 

commissioners courts of those wunties, although section 534.083 expressly permits such 

appointments. 

After receiving seven bids for the telephone system in a competitive-bidding 

process, the Gulf Coast Center’s board of trustees has awarded the wntract to the low 

bidder, J & J Telecommunications, Inc. of Galveston. J & J Telecommunications, Inc. is a 

corporation whose president happens to be a county wmmissioner of Galveston and 

whose. vice president is the son of that wnnnissioner. 

You ask us whether the wntract between the wnnnunity center and J&J 

TeJewnnnunications, Inc. is permissible in spite of the wmmissionefs relationships with 

one of the counties that created the Gulf Coast Center and the corporation that is in 

wmmctual privity with the community center. We will consider this question in light of 

section 81.002 and chapter 171 of the Local Government Code and the public policy 

against did agency. 

For the purposes of the following discussion it is important to note that the Gulf 

Coast Center, as a wmmunity center, is administered by its board of trustees, Health 8c 

Safety Code 8 534.008, and that there is no statutory provision for a wunty’s involvement 

in my fiuraion of a wnnnunity center other than in the appointment Of WuSteeS under 

p. 1256 
HonorableTomCraddick - Page 2 (DM-244) 

sections 534.002 and 534.003 and in the wntriiution of prom to the center under 

section 534.019, “to administer the wmmunity cent& programs and services.” We 

therefore presume that the county wmmissioner did not participate in the decision to 

award the contract to J&J Tekcommunicatio~ Inc. Furthermore, the Gulf Coast 

Center, as a wmmunity center, is a unit of government aepamte 6om the wunties of 

Brazoria and Galveston: 

(c) A wmmunity center is: 

(1) a state agency, govemmemal unit, and unit of local 

govemment, as de&red and apecitied by Chapters 101 and 102. 

Civil Practice and Remedies Code; and 

(2) a local ttovammnt, as de&d by Section 3. The 

Interlocal Cooperation Act (Article 4413(32c). Vernon’s Texas 

Civil Statutes). 

Ikaith & Safety Code 5 534.001(c); see Attorney General Opiion M-1266 (1972) at 5 

(WlMliSdOnas court has no authority “to change by resolution a wmmunity center into a 

couasy deputment”). 

ktion 81.002 of the Local Government Code requites a county wtnmissioner 

uponenteaiqofficetoawearthatheorshe 

(1) awntractorclaimexpresdyauthorizedbylaw,or 

(2) a warrant issued to the. . . wnnnissioner as a fee of office. 

BecausethewntractbaweentheGulfCoartCarsaandJ&JTdeconmurnications,Inc. 

is not a “wntract with or claim against the war@ (emphasis added), we wnchtde that 

section 81.002 is inapplicable to this tmnmction. 

chapter171 oftheLocalGovamnatcodeilsogovansconBictsofintaestof 

county wmmissioners. Section 171.001 de6nes “local public 05cial” in part as “a 

member of the governing body . . . of any . . county.” The heart of chapter 171 is section 

171.003, which prohibits, among other things, a local public official’s “participation] in a 

vote or decision on a matter involving a business entity in which the 05cial has a 

substMtidinterest”incutdnciraunstanccs. We wnchtde that chapter 171 does not 

apply to the Gulf Coast Center’s decision to award the contract to J&J 

Tekwntmunications because the county wnnnissi otter did not participate in that decision. 

Fiiy, we are of the opinion that the doctrine of dual agency does not apply to 

thewmmisaionerasamemberofawuntygoverningbodyandamanagerofa 

corporation with which a w mmunity center created by that governing body has entered 

into a wntract. The doctrine was stated as follows in Swft v. Kelso, 130 S.W. 610.611 

p. 1257 
Honorable Tom Craddick - Page 3 (DM-244) 

(Tex. Civ. App.-1910, no writ): “In all cases the principal is entitled to the best effort and 

unbiased judgment of his agent, and the law, for reasons founded in public policy, forbids 

the agent’s assumption of a relation which affords temptations antagonistic to [t]his duty.” 

We find here no antagonism between the wunty wmmissionet’s duty to the wunty and his 

management of a corporation that is in contractual privity with the Gulf Coast Center. 

Because we have concluded that there is no conflict of interest arising from the 

wnnnissioner’s management of the corporation in question, ufirtioti there is no conflict 

of interest arising from the less direct involvement of the wmmissioner with the 

corporation by virtue of his paternal relationship to the corporation’s vice president. 

SUMMARY 

There is no wntlict of interest where a person serves 

simultaneously as a wunty wmmissioner and a manager of a 

corporation with which a wmmunity center created by that county 

has entered into a wntract. 

DAN MORALES 

Attorney General ofTexas 

WILL PRYOR 

Fii Assistant AttomqGenerd 

MARYKELLER 

Deputy Attorney General for Ligation 

RJZNEA HICKS 

State Solicitor 

MADELEINE B. JOHNSON 

Chair, Opinion Committee 

Prepared by James B. Pinson 

Assistant Attorney Cienerd 

p. 1258