May 10, 1989

FACTS:


You are about to be sworn in as a member of the Boston
Redevelopment Authority (BRA), which is currently considering a
Kingston Bedford-Essex/Parcel 18 parcel to parcel linkage project
(Project). You are currently the managing general partner and $1000
investor in Campana Development Limited Partnership (Campana), a
limited partnership which owns 7500 shares of Class A stock or 1.4%
in Ruggles Bedford Associates (Ruggles). Ruggles is a joint
venturer in Columbia Plaza Metropolitan Structures in the Project.
You state that your stock ownership in Campana will give you less
than 1% of the share in the entire project. Although you. are
eligible to be compensated by the limited partners for your
services as managing general partner, no such payments have been
made to you.[1]

Upon becoming a BRA member, you intend to resign from your
managing general partner position and to limit your role in the
Project to a passive investor and limited partner. You intend to
retain your $1000 investment in Campana.


QUESTIONS:


Does G. L. c. 268A permit you to retain your investment and
limited partnership with Campana while serving on the BRA?


ANSWER:


Yes, subject to the limitations set forth below


DISCUSSION:


As a BRA member, you will be considered a municipal employee and
a special municipal employee for the purposes of G.L. c. 268A. See,
G.L. c. 121B, s.7
.


1. limitations on your official BRA activities


Under G.L. c. 268A, s.19, you must abstain from participating[2]
as a BRA member in any contract, decision or other particular
matter[3] in which either you or your partners has a foreseeable
financial

Page 245

interest. Despite the comparatively small financial interest which
you have in the Project, you must abstain from any BRA discussions
or votes relating to matters arising out of the Project. EC-COI-
84-96
. By abstaining from participation in Project-related matters,
you will also avoid creating any appearance of undue favoritism.
G.L. c. 268A, s.23(b)(3). We would also add that your BRA
appointing authority may grant you written permission to
participate in Project-related matters under the conditions of G.L.
c. 268A, s.19(b)(1). Unless and until those conditions have been
satisfied, however, you must continue to abstain from participation
in these matters.


2. limitations On your private activities


Under G.L. c. 268A, s.20, a municipal employee may not have a
financial interest in a contract made by a municipal agency, unless
an exemption applies. While you would have a financial interest in
any BRA contract relating to the Project, your financial interest
of $1000 is less than 1% of the ownership interests under the
Contract. See, EC-COI-83-147. Accordingiy, s.20 will not prohibit
your retention of your investment with Campana.

Aside from s.20, you are also subject to s.17. Under this
section you may not receive compensation[4] from Campana or act as
agent for Campana in connection with any contract or other matter
within the official responsibility of the BRA. Because you will not
be providing services for Campana in connection with the Project
once you become a BRA member, your potential receipt of investment
income from Campana does not constitute compensation under s.17.
You may receive compensation from Campana for services which you
performed prior to your becoming a BRA member, as long as the value
of these services is ascertained and liquidated within a reasonable
period of time. EC-COI-87-29.


3. limitations on the Activities of your Partners


As long as you retain your limited partnership with Campana,
other Campana limited and general partners will be subject to G.L.
c. 268A, s.18(d). Specifically, your partners may not act as agent
or attorney for any non-City party in connection with any
particular matter which is within your official responsibility as
a BRA member. While the scope of your partners' prospective
activities is as yet undetermined, your partners can avoid
violating this section by arranging to have the partnership
represented by an independent agent or attorney who is not a
partner in connection with any matter within your official BRA
responsibility. We would add that s.18(d) restricts only the
representational activities of G.L. c. 268A, s.17(a) (receipt of
compensation and/or representational activity prohibited for
municipal employee.) Buss, The Massachusetts Conflict of Interest
Law: An Analysis
45 B.U. L. Rev. 299,345.

---------------

* Pursuant to G.L. c. 268B, s.3(g), the requesting person has
consented to the publication of this opinion with identifying
information.

[1] You are currently negotiating for a specific liquidated amount
for the compensation attributable to your prior services as
managing general partner.

[2] "Participate," participate in agency action or in a particular
matter personally and substantially as a state, county or municipal
employee, through approval, disapproval, decision, recommendation,
the rendering of advice, investigation or otherwise.

[3] "Particular matter," any judicial or other proceeding,
application, submission, request for a ruling or other
determination, contract, claim, controversy, charge, accusation,
arrest, decision, determination, finding, but excluding enactment
of general legislation by the general court and petitions of
cities, towns, counties and districts for special laws related to
their governmental organitations, powers, duties, finances and
property.

[4] "Compensation," any money, thing of value or economic benefit
conferred on or received by any person in return for services
rendered or to be rendered by himself or another G.L. c. 268A,
s.1(a).

End Of Decision