Can central high school district board members who also sit on a constituent elementary district's board vote on a sale of property between the two districts?

Plain-English summary

Sewanhaka Central High School District has an 8-member board, two members each drawn from the four constituent elementary school districts that send students to Sewanhaka. The central district owned an unused junior high school. One constituent elementary district wanted to buy it to accommodate growing enrollment. Two Sewanhaka board members were also members of the buying constituent district's board and had participated in negotiating sale terms. The question: could they vote when Sewanhaka considered the sale?

The AG concluded yes. Central high school districts are governed by Education Law Article 39. Section 1903 gives such boards the same powers as union free school districts. Section 1901 and 1914 require the central board to be composed of members from the constituent district boards. The Legislature built the cross-district overlap into the structure; conflicts arising from that overlap are not the kind that disqualify a member from voting.

For a property sale specifically, Education Law §§ 1709(11) and 402 require approval of the sale terms by a referendum vote of the qualified voters. That additional layer of safeguard means the central district's electorate, then the constituent district's electorate, must each approve the price and terms. The Legislature evidently considered that double-referendum requirement adequate to police the transaction, even with dual-board members voting on the central side.

The AG cited Op Atty Gen (Inf) No. 88-67 for the same general principle: when the Legislature creates a structure that places members on multiple boards with overlapping interests, the conflict of interest analysis defers to the statutory design.

Currency note

This opinion was issued in 1997. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Common questions

Why doesn't this look like the standard conflict of interest case?

In the typical conflict scenario, a board member has an interest opposed to the public body's interest. Here, the Legislature deliberately put board members from constituent districts on the central board because they represent the same constituents in different roles. The interests overlap by design, not by accident.

What if the negotiated price is unfavorable to the central district?

The voter referendum is the answer. Section 1709(11) requires the central district voters to approve the price and terms. They have access to the proposal and can vote it down if unhappy. The constituent district voters provide a second check.

Could the central board members from non-involved constituent districts vote separately?

The opinion does not require segregation by district affiliation. All 8 board members vote, including the 2 from the buying constituent district. The referendum requirement, not the board vote, is the protective mechanism.

What about lease transactions between the districts?

Education Law § 1915 expressly authorizes lease transactions between central and constituent districts. The AG read that as legislative recognition that cross-district business is routine and contemplated.

Does this analysis apply to other transactions, like construction contracts?

The opinion's reasoning is grounded in the structural overlap built into central high school districts. Other transactions outside the statutory framework would need to be evaluated under the standard conflict-of-interest principles (General Municipal Law Article 18, the common-law compatibility test). The referendum mechanism that drives the AG's answer here applies specifically to real-property sales.

Background and statutory framework

Education Law Article 39 governs central high school districts. Section 1901 establishes them, § 1903 gives them the same powers as union free school districts, § 1914 covers board composition (members from constituent district boards), and § 1915 authorizes lease transactions between central and constituent districts.

Education Law § 1709(11) (union free school district sales of unused property) requires voter approval at such price and terms as the voters prescribe. Section 402 similarly requires referendum approval of school-property sales.

Citations

• Education Law Article 39, §§ 1901, 1903, 1914, 1915 (central high school district structure and lease authority).
• Education Law § 402 (school property sale referendum).
• Education Law § 1709(11) (union free district unused property sale).
• Op Atty Gen (Inf) No. 88-67 (legislative design overrides conflict concerns).

Source

• Landing page: https://ag.ny.gov/libraries-documents/opinions/opinions-year
• Original PDF: https://ag.ny.gov/sites/default/files/opinions/I_97-30_pw.pdf

Original opinion text

EDUCATION LAW, ART 39, §§ 402, 1709(11), 1901, 1903, 1914, 1915.
Members of the Sewanhaka Central High School District Board
of Education, who also are members of the board of a constituent
district that seeks to purchase unused property from the central
high school district, may vote when the central high school
district board considers the terms and conditions of the proposed
sale.
July 23, 1997

David I. Rosenberg, P.C.
Sewanhaka Central High
School District
666 Old Country Road
Garden City, NY 11530

Informal Opinion
No. 97-30

Dear Mr. Rosenberg:
You have asked whether two members of the Sewanhaka Central
High School District Board of Education have conflicts of
interests that preclude them from voting on the proposed sale of
unused district property. You explain that the central high
school district board is composed of eight members, two from each
of the boards of education of the four constituent elementary
school districts that send students to Sewanhaka. Sewanhaka owns
a junior high school that has not been used for several years.
One of the constituent elementary school districts has offered to
purchase the unused junior high school and plans to spend
additional funds to renovate the building to accommodate the
increasing enrollment in that district.
You ask whether the two members of the Sewanhaka board who
also are board members of the constituent district that seeks to
buy the property may vote on the proposal to sell the property.
You note that the two board members have participated in
negotiating the proposed terms and conditions of the sale. You
also state that the contract of sale will be subject to the
approval of the Sewanhaka voters in a referendum and that the
voters in the constituent district also must approve the contract
in a separate referendum.
Central high school districts are governed by Article 39 of
the Education Law. Section 1903 provides that boards of
education of such districts have jurisdiction over pupils
residing in the district who have completed the sixth grade and
that the boards have the same powers and duties that boards of

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education of union free school districts have under the Education
Law. The statute also specifically provides that the boards of
education of such districts shall include members of the boards
of the constituent districts. Education Law §§ 1901, 1914.
Article 39 authorizes central high school districts to lease
facilities from constituent districts but contains no express
provisions governing the sale of central high school district
property to a constituent district. Id., § 1915.
However, sale of unused school district property by union
free school districts is governed by Education Law § 1709(11).
It provides that the board may sell such property when authorized
by a vote of the qualified voters of the school district, "at
such price and upon such terms as said voters shall prescribe".
See also, Education Law § 402, which contains a similar provision
requiring approval of such sales by referendum and stating that
the sale shall be at such price and upon such terms as the voters
shall deem proper. Therefore, central high school districts also
are authorized to sell property on the same terms and conditions.
Id., § 1903.
We conclude that the Sewanhaka board members who also are
board members of the constituent district that seeks to buy the
property may vote on the proposed sale. The Legislature, in
authorizing the creation of central high school districts, has
required that the central high school district boards include
members of the boards of the constituent districts. Presumably,
the Legislature was aware that the constituent districts might
enter into business transactions with the central high school
districts. It expressly authorized lease transactions between
the districts. Id., § 1915. The Legislature evidently did not
consider the dual positions of the board members to create a
conflict in such transactions. See, Op Atty Gen (Inf) No. 88-67.
Moreover, the voters of each district must approve the terms of
the proposed sale. The referendum requirement provides
additional assurance that the terms of the sale will be in the
best interest of the residents of both districts. Accordingly,
we conclude that the members of the Sewanhaka board who also are
members of the board of the constituent district that seeks to
purchase unused property from the central high school district
may vote when the central high school district board considers
the terms and conditions of the proposed sale.

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The Attorney General renders formal opinions only to
officers and departments of State government. This perforce is
an informal and unofficial expression of the views of this
office.
Very truly yours,

SIOBHAN S. CRARY
Assistant Attorney General