                                 CODE OF VIRGINIA

PROHIBITED CONDUCT CONCERNING PERSONAL INTEREST IN A TRANSACTION; EXCEPTIONS (§
2.2-3112)

A. Each officer and employee of any state or local governmental or advisory
agency who has a personal interest in a transaction shall disqualify himself
from participating in the transaction if (i) the transaction has application
solely to property or a business or governmental agency in which he has a
personal interest or a business that has a parent-subsidiary or affiliated
business entity relationship with the business in which he has a personal
interest or (ii) he is unable to participate pursuant to subdivision B 1, 2, or
3. Any disqualification under the provisions of this subsection shall be
recorded in the public records of the officer&#8217;s or employee&#8217;s
governmental or advisory agency. The officer or employee shall disclose his
personal interest as required by subsection E of &#xA7; 2.2-3114 or subsection F
of &#xA7; 2.2-3115 and shall not vote or in any manner act on behalf of his
agency in the transaction. The officer or employee shall be prohibited from (i)
attending any portion of a closed meeting authorized by the Virginia Freedom of
Information Act (&#xA7; 2.2-3700 et seq.) when the matter in which he has a
personal interest is discussed and (ii) discussing the matter in which he has a
personal interest with other governmental officers or employees at any time.

B. An officer or employee of any state or local government or advisory agency
who has a personal interest in a transaction may participate in the transaction:

   1. If he is a member of a business, profession, occupation, or group of three
   or more persons the members of which are affected by the transaction, and he
   complies with the declaration requirements of subsection F of &#xA7; 2.2-3114
   or subsection H of &#xA7; 2.2-3115;

   2. When a party to the transaction is a client of his firm if he does not
   personally represent or provide services to such client and he complies with
   the declaration requirements of subsection G of &#xA7; 2.2-3114 or subsection
   I of &#xA7; 2.2-3115; or

   3. If it affects the public generally, even though his personal interest, as a
   member of the public, may also be affected by that transaction.

C. Disqualification under the provisions of this section shall not prevent any
employee having a personal interest in a transaction in which his agency is
involved from representing himself or a member of his immediate family in such
transaction provided he does not receive compensation for such representation
and provided he complies with the disqualification and relevant disclosure
requirements of this chapter.

D. Notwithstanding any other provision of law, if disqualifications of officers
or employees in accordance with this section leave less than the number required
by law to act, the remaining member or members shall constitute a quorum for the
conduct of business and have authority to act for the agency by majority vote,
unless a unanimous vote of all members is required by law, in which case
authority to act shall require a unanimous vote of remaining members.
Notwithstanding any provisions of this chapter to the contrary, members of a
local governing body whose sole interest in any proposed sale, contract of sale,
exchange, lease or conveyance is by virtue of their employment by a business
involved in a proposed sale, contract of sale, exchange, lease or conveyance,
and where such member&#8217;s or members&#8217; vote is essential to a
constitutional majority required pursuant to Article VII, Section 9 of the
Constitution of Virginia and &#xA7; 15.2-2100, such member or members of the
local governing body may vote and participate in the deliberations of the
governing body concerning whether to approve, enter into or execute such sale,
contract of sale, exchange, lease or conveyance. Official action taken under
circumstances that violate this section may be rescinded by the agency on such
terms as the interests of the agency and innocent third parties require.

E. The provisions of subsection A shall not prevent an officer or employee from
participating in a transaction merely because such officer or employee is a
party in a legal proceeding of a civil nature concerning such transaction.

F. The provisions of subsection A shall not prevent an employee from
participating in a transaction regarding textbooks or other educational material
for students at state institutions of higher education, when those textbooks or
materials have been authored or otherwise created by the employee.

G. The provisions of this section shall not prevent any justice of the Supreme
Court of Virginia, judge of the Court of Appeals of Virginia, judge of any
circuit court, judge or substitute judge of any district court, member of the
State Corporation Commission, or member of the Virginia Workers&#8217;
Compensation Commission from participating in a transaction where such
individual&#8217;s participation involves the performance of adjudicative
responsibilities as set forth in Canon 3 of the Canons of Judicial Conduct for
the State of Virginia. However, nothing in this subsection shall be construed to
authorize such individual&#8217;s participation in a transaction if such
participation would constitute a violation of the Canons of Judicial Conduct for
the State of Virginia.

HISTORY: 1987, Sp. Sess., c. 1, § 2.1-639.11; 2001, c. 844; 2003, c. 694; 2007,
c. 613; 2012, c. 429; 2017, cc. 829, 832.