CEO 03-2 -- January 28, 2003
APPLICABILITY TO AT-LARGE DIRECTORS OF ENTERPRISE FLORIDA, INC.
To: Name withheld at person’s request
At-large members of the board of directors of Enterprise Florida, Inc., are subject to the financial disclosure provisions of Section 112.3145, Florida Statutes. Section 288.901(10), Florida Statutes, requires each member of the board of directors of Enterprise Florida, Inc., to file disclosure. There is no reason to distinguish between at-large members and the other members of the board listed in Section 288.901 for purposes of financial disclosure.
Are at-large members of the board of directors of Enterprise Florida, Inc., required to file a statement of financial interests pursuant to Section 112.3145, Florida Statutes?
Your question is answered in the affirmative.
We are advised that Section 288.901, Florida Statutes, creates a non-profit corporation known as “Enterprise Florida, Inc.” Enterprise Florida is governed by a board of directors which, pursuant to Section 288.901(3), Florida Statutes, is comprised of the following members:
(a) The Governor or the Governor's designee.
(b) The Commissioner of Education or the commissioner's designee.
(c) The Secretary of Labor and Employment Security or the secretary's designee.
(d) A member of the Senate, who shall be appointed by the President of the Senate as an ex officio member of the board and serve at the pleasure of the President.
(e) A member of the House of Representatives, who shall be appointed by the Speaker of the House of Representatives as an ex officio member of the board and serve at the pleasure of the Speaker.
(f) The chairperson of the board of directors of Workforce Florida, Inc.
(g) Twelve members from the private sector, six of whom shall be appointed by the Governor, three of whom shall be appointed by the President of the Senate, and three of whom shall be appointed by the Speaker of the House of Representatives.... .
(h) The Secretary of State or the secretary's designee.
In addition to the nineteen statutorily-designated directors, Section 288.901(11), Florida Statutes, further provides:
Notwithstanding the provisions of subsection (3), the board of directors may by resolution appoint at-large members to the board from the private sector, each of whom may serve a 1-year term. At-large members shall have the powers and duties of other members of the board, except that they may not serve on an executive committee. An at-large member is eligible for reappointment but may not vote on his or her own reappointment. An at-large member shall be eligible to fill vacancies occurring among private-sector appointees under subsection (3).
On the issue of financial disclosure, Section 288.901(10), Florida Statutes, provides:
Each member of the board of directors of Enterprise Florida, Inc., who is not otherwise required to file financial disclosure pursuant to s. 8, Art. II of the State Constitution or s. 112.3144, shall file disclosure of financial interests pursuant to s. 112.3145.
In CEO 80-85, we opined that alternate directors of the Florida Municipal Power Agency were not subject to financial disclosure because, we concluded, as "temporary substitutes" they did not hold an office but were merely filling in for the regular directors. In CEO 90-63, where the executive director of the State Board of Community Colleges or his designee served ex officio on the Florida Prepaid Postsecondary Education Expense Board, and where members of the Florida Prepaid Board were required to file full and public disclosure (CE Form 6), we opined that the designee, not the executive director, was required to file CE Form 6. It was the designee who served as the executive director's replacement on the Prepaid Board. He therefore met the established qualifications to hold the position.
Here, the language of Section 288.901(10) is unequivocal: "Each member of the board of directors of Enterprise Florida, Inc., shall file...disclosure." The statute does not qualify the "type" of board member who must file and we are reluctant to add words that would do what the Legislature did not, especially when we can discern no good reason to distinguish between the various categories of directors for the purpose of financial disclosure.
Accordingly, we find that Section 288.901(10), Florida Statutes, subjects the at-large directors of Enterprise Florida, Inc., to the financial disclosure provisions of Section 112.3145, Florida Statutes.
ORDERED, by the State of Florida Commission on Ethics meeting in public session on January 23, 2003 and RENDERED this 28th day of January, 2003.