ATTORNEY GENERAL OF TEXAS 

GREG ABBOTT 

The Honorable Isidro R. Alaniz 

49th Judicial District Attorney 

Post Office Box 1343 

Laredo, Texas 78042 

Dear Mr. Alaniz: 

April 5,2010 

Opinion No. GA-0766 

Re: Whether a city manager of a general-law 

municipality may simultaneously serve as a member 

of the board of trustees of an independent school 

district whose boundaries contain the municipality 

(RQ-0828-GA) 

You request an opinion "regarding whether a city manager of a general law city with a 

council-city manager form of government may serve on the board of trustees of an independent 

school district whose district boundaries contain the municipality."! You ask specifically about 

whether the conflicting loyalties aspect of the common-law doctrine of incompatibility prevents 

service in both positions, and we limit our analysis accordingly. 

The common-law doctrine ofincompatibility recognizes and prohibits three kinds of conflict 

that may arise from holding two public offices: self-appointment, self-employment, and conflicting 

loyalties. Tex. Att'y Gen. Op. No. GA -0307 (2005) at 3. Self-appointment incompatibility prevents 

one person from holding two offices, one of which is appointed by the other. See Ehlinger v. Clark, 

8 S.W.2d 666, 674 (Tex. 1928) ("[A]l1 officers who have the appointing power are disqualified for 

appointment to the offices to which they may appoint. "). Self-employment incompatibility similarly 

prevents one person from holding an office and an employment that the office supervises. Tex. Att'y 

Gen. Op. No. GA-0199 (2004) at 2. As you recognize, neither self-appointment incompatibility nor 

self-employment incompatibility apply here because the school district board of trustees does not 

appoint or supervise the city manager, nor does the city manager appoint or supervise the board of 

trustees. Request Letter at 1-2; cf Tex. Att'y Gen. Op. No. GA-0538 (2007) at 1 (concluding that 

self-appointment and self-employment incompatibility were not applicable where city manager was 

serving on the board of a metropolitan transit authority). 

Conflicting-loyalties incompatibility "prohibits an individual from simultaneously holding 

two positions that would prevent him or her from exercising independent and disinterested judgment 

in either or both positions." Tex. Att'y Gen. Op. No. GA-0169 (2004) at 2. Relevant to your 

lRequest Letter at 1 (available at http://www.texasattomeygeneral.gov). 
The Honorable Isidro R. Alaniz - Page 2 (GA-0766) 

request, conflicting-loyalties' incompatibility applies only when an individual holds two positions 

both constituting an "office." Tex. Att'y Gen. Op. Nos. GA-0273 (2004) at 3 (community college 

instructor not an officer); GA-0199 (2004) at2 (cityfmance director not an officer); GA-0127 (2003) 

at 3 (umpire at school district baseball games not an officer). The decisive factor distinguishing a 

public officer from a public employee is ''whether any sovereign function of the government is 

conferred upon the individual to be exercised by him for the benefit of the public largely independent 

of the control of others." Aldine Indep. Sch. Dist. v. Standley, 280 S.W.2d 578,583 (Tex. 1955) 

(citation omitted). Prior opinions from this office have concluded that "a person is not ordinarily 

an officer if his or her actions are subject to control by a superior body, for in such instance," the 

person is not exercising authority "largely independent of the control of others." Tex. Att'y Gen. Op. 

No. GA-0169 (2004) at 3. 

A member of the board of trustees of an independent school district is clearly an officer for 

purposes of incompatibility analysis. See Tex. Att'y Gen. Op. No. GA-0328 (2005) at 1 (concluding 

the position of school board trustee constitutes an office). However, a prior opinion of this office 

concluded that "in the usual instance, a city manager who serves at the will of a mayor and council 

does not hold an 'office. '" Tex. Att'y Gen. Op. No. GA-0538 (2007) at 2. While that opinion did 

not expressly address the position of a city manager in a general-law city, a similar analysis applies 

here. When general-law municipalities adopt a city manager form of government, "[ t ]he city manager 

is appointed by and serves at the will of the governing body of the municipality." TEx. Loc. GOV'T 

CODE ANN. §§ 25.021, .028 (Vemon2008). 

If a city manager may be ''terminated at will by a superior body, he can hardly be said to 

exercise power' largely independent of the control of others,' since the superior body is in a position 

to dictate" the manager's actions. Tex. Att'y Gen. Op. No. JM-1266 (1990) at 2 (concluding that 

article XVI, section 40 did not bar a city council member from being employed by other districts). 

Thus, a city manager of a general-law city does not hold an office as required for conflicting-loyalties 

incompatibility to apply. As a result, conflicting..;loyalties incompatibility will not prohibit the city 

manager of a general-law city from serving on the board of trustees of an independent school district 

whose boundaries contain the municipality. 
The Honorable Isidro R. Alaniz - Page 3 (GA-0766) 

SUMMARY 

The actions of a city manager in a general-law municipality 

are subject to control by the city council. As a result, the city 

manager will not be considered to hold an office, and conflictingloyalties incompatibility will not apply to prevent the city manager 

from also serving on the board of trustees of a school district whose 

boundaries contain the city manager's municipality. 

ANDREW WEBER 

First Assistant Attorney General 

JONATHAN K. FRELS 

Deputy Attorney General for Legal Counsel 

NANCY S. FULLER 

Chair, Opinion Committee 

Virginia K. Hoelscher 

Attorney General of Texas 

Assistant Attorney General, Opinion Committee