Can a Virginia city adopt local rules (a resolution or charter provision) that prohibit a council member who also works for the city from voting on the budget or personnel matters?

Subject

The State and Local Government Conflict of Interests Act precludes the City of Hopewell from enforcing local policies or ordinances that purport to regulate a council member's ability to vote on specific types of matters.

Plain-English summary

Delegate Coyner asked whether the City of Hopewell could adopt and enforce a local resolution and a related charter provision that prevent council members who are also city employees from voting on the city budget and certain personnel matters. The Hopewell rule was more restrictive than the State and Local Government Conflict of Interests Act ("COIA"), which sets out a detailed and uniform set of disqualification rules in § 2.2-3112.

The AG concluded the local rule cannot be enforced. COIA, by its own text in § 2.2-3100, establishes a "single body of law" with "uniform" standards "throughout the Commonwealth" and "supersedes all general and special acts and charter provisions which purport to deal with matters covered by [the Act]." Local governments cannot add their own stricter or looser conflict-of-interest disqualifications. Charter provisions in conflict with COIA also yield. The AG cited prior opinions (1991, 1983-84) and the Supreme Court of Virginia's Jakabcin v. Town of Front Royal (2006) confirming this preemption.

Council member-employees are not free of restrictions; they remain subject to COIA, which itself has detailed rules about when a personal interest in a transaction requires disqualification. The application of COIA to specific votes is a fact-bound question for the local Commonwealth's Attorney under § 2.2-3126(B), not the local council itself.

What this means for you

For Virginia city councils and city attorneys

Do not enact or enforce local conflict-of-interests rules that go beyond COIA. The Act is preemptive on its own terms. Charter provisions purporting to add or modify voting-disqualification rules are unenforceable to the extent they conflict with COIA. If you have an existing local rule of this kind on the books, treat it as cosmetic and rely on COIA for compliance training and enforcement. Update HR and council orientation materials accordingly.

For council members who are also city employees

Your voting obligations are set by COIA, specifically § 2.2-3112. You may have a "personal interest in a transaction" when your employment salary exceeds $5,000 annually (almost always the case for any city employee). The disqualification rules turn on whether the transaction has application solely to your agency, whether one of three statutory exceptions applies (e.g., affecting a "group of three or more" similarly situated persons, or affecting the public generally), and whether you comply with the disclosure procedures in § 2.2-3114 or § 2.2-3115. Consult the Commonwealth's Attorney for application to specific votes.

For Commonwealth's Attorneys

You are the local enforcer of COIA under § 2.2-3126(B). Council member-employees who fail to disclose a personal interest, or who vote when disqualified, can be charged with a misdemeanor under § 2.2-3120 (or face malfeasance treatment under § 2.2-3122). Whether a specific transaction triggers disqualification is fact-bound.

For citizens watching local government

The State has decided to set a single statewide standard for what kinds of personal financial interests disqualify a local official from voting. That standard is in COIA. A locality cannot give itself extra disqualification rules even if those rules sound more transparent or stricter. If you want different rules, the change must come from the General Assembly, not from a city council.

Common questions

What is COIA?

The State and Local Government Conflict of Interests Act, §§ 2.2-3100 to 2.2-3132. Enacted in 1987, it sets a uniform standard of conduct for state and local government officers and employees regarding personal financial interests in their official actions.

What kinds of disqualifications does COIA cover?

Three categories: (1) prohibited conduct (kickbacks, bribery-adjacent behavior); (2) restrictions on personal interests in certain contracts; (3) restrictions on participation in agency transactions in which the officer has a personal interest. The third category, governed by § 2.2-3112, is where voting disqualifications live.

When does a council member have a "personal interest in a transaction" under COIA?

Under § 2.2-3101, when the officer or an immediate family member has a personal interest in property, a business, or a governmental agency, or represents/serves an individual or business, and that property/business/individual/agency (i) is the subject of the transaction or (ii) may realize a reasonably foreseeable direct or indirect benefit or detriment from the agency's action. Personal interest is triggered by, among others, salary exceeding $5,000/year from a business or governmental agency. City employment almost always qualifies.

When is a council member with a personal interest still allowed to vote?

Under § 2.2-3112(B): if part of a "group of three or more persons" similarly affected; if a client of the council member's firm is involved but the member does not personally represent that client; or if the transaction affects the public generally. The first two require specific declarations under § 2.2-3114(F)/(G) or § 2.2-3115(H)/(I).

Why can't a city be stricter than COIA?

Because the General Assembly explicitly chose uniformity. § 2.2-3100 declares the Act "a single body of law" with "uniform" standards, and § 2.2-3100 says the Act "supersedes" general acts, special acts, and charter provisions. Local rules that add to or modify those standards conflict with that uniformity.

Could a city set workplace rules that go beyond COIA?

For internal employment rules (e.g., who can apply for what city job, departmental ethics policies for employees in non-elected roles), yes. The preemption is specific to officer/employee conflicts in agency transactions, the COIA subject matter. General employment policies that do not target voting or transactional participation are not affected by this opinion.

What about the city charter?

Charter provisions are also preempted to the extent they conflict with COIA. § 2.2-3100 lists charter provisions explicitly in its supersession clause.

Who decides if COIA applies to a specific vote?

The local Commonwealth's Attorney under § 2.2-3126(B). The AG explicitly declined to address whether any specific council member would be disqualified from any specific vote on the Hopewell facts: "[t]he application of the Act's disqualification requirements to a specific council member with respect to any particular matter that comes before the City Council is a fact-specific analysis that is beyond the scope of an opinion."

Background and statutory framework

The Dillon Rule governs municipal authority in Virginia. Local governments may exercise only powers expressly granted, necessarily implied, or essential and indispensable (City of Richmond v. Confrere Club, 239 Va. 77 (1990); Marble Techs., Inc. v. City of Hampton, 279 Va. 409 (2010)). The 1987 enactment of COIA replaced the 1983 Comprehensive Conflict of Interests Act, which had expressly authorized local supplementation. The legislative decision to remove that grant in the 1987 statute is a key piece of context.

§ 2.2-3100 declares uniform statewide standards. § 2.2-3100 supersedes conflicting local rules and charter provisions. § 2.2-3112 sets voting-disqualification rules. § 2.2-3126(B) gives local Commonwealth's Attorneys enforcement authority over violations.

The Supreme Court of Virginia in Jakabcin v. Town of Front Royal (2006) explicitly applied the supersession language: "To the extent other laws 'purport to deal with matters covered by this chapter,' i.e., conflict of interests, those laws were superseded by [operation of] the opening section of [the Act.]"

The AG's office had previously reached the same conclusion in 1983-84, 1986-87, 1989, and 1991 opinions. The legislature has acquiesced in this interpretation.

Citations

• Va. Code Ann. § 1-248 (state-law supremacy over local rules)
• Va. Code Ann. § 2.2-505 (advisory opinion authority)
• Va. Code Ann. § 2.2-3100 (COIA single body of law; supersession)
• Va. Code Ann. § 2.2-3101 (definitions, including "personal interest")
• Va. Code Ann. § 2.2-3112 (voting disqualification)
• Va. Code Ann. § 2.2-3114 (declaration requirements for state officials)
• Va. Code Ann. § 2.2-3115 (declaration requirements for local officials)
• Va. Code Ann. § 2.2-3120 (knowing violation is misdemeanor)
• Va. Code Ann. § 2.2-3122 (knowing violation is malfeasance)
• Va. Code Ann. § 2.2-3126(B) (Commonwealth's Attorney enforcement)
• Va. Code Ann. §§ 2.2-3100 to 2.2-3132 (COIA)
• Va. Code Ann. §§ 15.2-1102, 15.2-1106 (municipal authority subject to state law)
• Jakabcin v. Town of Front Royal, 271 Va. 660 (2006)
• City of Richmond v. Confrere Club of Richmond, 239 Va. 77 (1990)
• Marble Techs., Inc. v. City of Hampton, 279 Va. 409 (2010)
• Sinclair v. New Cingular Wireless PCS, LLC, 283 Va. 567 (2012)
• 1969-70, 1983-84, 1986-87, 1987-88, 1989, 1991, 2000, 2009, 2011, 2013 Op. Va. Att'y Gen.

Source

• Landing page: https://www.oag.state.va.us/annual-reports-opinions/official-opinions
• Original PDF: https://www.oag.state.va.us/files/Opinions/2025/24-038-Coyner-issued.pdf

Original opinion text

COMMONWEALTH of VIRGINIA
Office of the Attorney General
Jason S. Miyares
Attorney General
January 2, 2025

The Honorable Carrie E. Coyner
Member, Virginia House of Delegates
9910 Wagners Way
Post Office Box 58
Chesterfield, Virginia 23832

Dear Delegate Coyner:

I am responding to your request for an official advisory opinion in accordance with § 2.2-505 of the Code of Virginia.

Issue Presented

You ask whether the City of Hopewell, in an effort to curb potential conflicts of interests, may enforce local policy or charter provisions that seek to regulate the ability of City council members who also are employed by the City to vote on certain matters coming before the City Council.

Applicable Law and Discussion

Your inquiry implicates the State and Local Government Conflict of Interests Act (the "Act").[1] As adopted in 1987, the Act "provides a uniform standard of conduct for all state and local government officers and employees with respect to conflicts of interests."[2] More specifically, the Act sets forth three categories of restrictions and prohibitions: (1) it details certain types of conduct that are improper for officers and employees[3]; (2) it restricts the ability of officers and employees to have personal interests in certain contracts with their own or other governmental agencies[4]; and (3) it restricts the participation of officers and employees in transactions of their governmental agencies in which they have a personal interest.[5] A "knowing" violation of the Act constitutes a misdemeanor.[6]

The third category noted above, restrictions on participation in agency transactions, is pertinent here.[7] Code § 2.2-3112 governs voting disqualifications under the Act and sets forth the circumstances under which a local officer, including a city council member, may or may not participate in a transaction of his agency. Per this statute, every local employee or officer

who has a personal interest in a transaction shall disqualify himself from participating in the transaction if

(i) the transaction has application solely to . . . [the] governmental agency in which he has a personal interest . . . or

(ii) he is unable to participate pursuant to subdivision B 1, 2, or 3.[8]

To trigger this disqualification statute, a council member first must have a "personal interest in a transaction" as defined by the Act.[9] Such an interest arises from "a financial benefit or liability accruing to an officer or employee or to a member of his immediate family" when that benefit or liability stems from any one of six circumstances enumerated in the Act.[10]

Subdivision B of § 2.2-3112, in turn, establishes that, a personal interest under the Act notwithstanding, the officer "may participate in the transaction" in the following situations:

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 § 2.2-3114 or subsection H of § 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 § 2.2-3114 or subsection I of § 2.2-3115; or

3. If [the transaction] affects the public generally, even though his personal interest, as a member of the public, may also be affected by that transaction.[11]

When Subdivision B does not apply and disqualification is required, the disqualification "shall be recorded in the public records of the officer's or employee's governmental or advisory agency." An affected council member "shall disclose his personal interest as required by . . . subsection F of § 2.2-3115 and shall not vote or in any manner act on behalf of his agency in the transaction.[12]" Enforcement of the Act's provisions on the local level is the responsibility of the local Commonwealth's Attorney.[13]

Your request is based on the adoption of a resolution that, among other conflict-related matters, seeks to impose limitations, discrete from the Act's, on the ability of council members who also are employed by the City to vote on specified matters. Per the resolution, "[a]n employee elected to city council" is prohibited from voting on the city budget and certain personnel-related matters. One provision relies on a preexisting charter provision that disqualifies a member from voting on matters "in which he . . . has a financial interest other than as minority stockholder of a corporation, or as a citizen of the city." You ask whether these rules are enforceable.

Notably, in enacting the Act and its transactional rules, the General Assembly did not include any provisions that authorize a local government to adopt its own conflict-of-interests ordinances or policies.[14] Although, generally speaking, a city nonetheless "may exercise . . . all [those] powers pertinent to the conduct of the affairs and functions of the municipal government[,]"[15] the exercise of such power may not conflict with state law.[16]

Here, the General Assembly expressly designed the Act to "establish[] a single body of law applicable to all state and local government officers and employees on the subject of conflict of interests . . . so that the standards of conduct for such officers and employees may be uniform throughout the Commonwealth."[17] Moreover, the Act is explicit in declaring that its provisions "shall supersede all general and special acts and charter provisions which purport to deal with matters covered by [the Act.]"[18]

The Act is to be applied according to its plain language.[19] Per its express terms, the Act was enacted as "a single body of law" to govern conflicts of interests as a way of establishing "uniform" standards across Virginia. In addition, "[t]he term 'supersede' generally means 'to cause to be set aside'; 'to take the place, room or position of.'"[20] Both local and special regulation thwart the Act's express purpose and intent.[21] Accordingly, in examining the Act's provisions, this Office previously has "conclude[d] that the Act precludes 'governmental agencies [from promulgating] additional restrictions which relate to conflict of interests, whether such restrictions be more or less stringent than those imposed by the . . . Act.'"[22] Charter provisions addressing matters regulated by the Act, including voting rules, also must give way to the Act.

The Act, particularly § 2.2-3112, clearly details the circumstances in which a council member may not participate in transactions of the council and is intended to provide the exclusive requirements regarding when a council member must disqualify himself from voting on council matters. I therefore conclude the Act precludes enforcement of the ordinance provisions you present and that the city council lacks authority to enforce those or similar ordinances or charter provisions that otherwise seek to establish rules governing council members' ability to participate in council transactions.[23]

Conclusion

Accordingly, it is my opinion that the State and Local Government Conflict of Interests Act precludes the City of Hopewell from enforcing local policies or ordinances that purport to regulate a council member's ability to vote on specific types of matters.

With kindest regards, I am,
Very truly yours,

Jason S. Miyares
Attorney General

1. VA. CODE ANN. §§ 2.2-3100 through 2.2-3132 (2022 & Supp. 2024).
2. Jakabcin v. Town of Front Royal, 271 Va. 660, 667 (2006). See 1987 Va. Acts (Spec. Sess.) ch. 1.
3. Sections 2.2-3102 to -3104.2 (2022 & Supp. 2024).
4. Sections 2.2-3105 to -3110 (2022 & Supp. 2024).
5. Sections 2.2-3111 to -3112 (2022).
6. See § 2.2-3120 (2022); see also § 2.2-3122 (2022) (providing that a knowing violation of the Act constitutes malfeasance in office or employment).
7. For purposes of the Act, a "transaction" is "any matter considered by any governmental or advisory agency, whether in a committee, subcommittee, or other entity of that agency or before the agency itself, on which official action is taken or contemplated." Section 2.2-3101 (2022).
8. Section 2.2-3112(A) (2022).
9. The Act defines "personal interest in a transaction" to mean "a personal interest of an officer or employee in any matter considered by his agency" and establishes that "[s]uch personal interest exists when an officer or employee or a member of his immediate family has a personal interest in property or a business or governmental agency, or represents or provides services to any individual or business and such property, business or represented or served individual or business (i) is the subject of the transaction or (ii) may realize a reasonably foreseeable direct or indirect benefit or detriment as a result of the action of the agency considering the transaction." Section 2.2-3101.
10. Section 2.2-3101 (defining "personal interest" to provide that "[s]uch interest shall exist by reason of (i) ownership in a business if the ownership interest exceeds three percent of the total equity of the business; (ii) annual income that exceeds, or may reasonably be anticipated to exceed, $5,000 from ownership in real or personal property or a business; (iii) salary, other compensation, fringe benefits, or benefits from the use of property, or any combination thereof, paid or provided by a business or governmental agency that exceeds, or may reasonably be anticipated to exceed, $5,000 annually; (iv) ownership of real or personal property if the interest exceeds $5,000 in value and excluding ownership in a business, income, or salary, other compensation, fringe benefits or benefits from the use of property; (v) personal liability incurred or assumed on behalf of a business if the liability exceeds three percent of the asset value of the business; or (vi) an option for ownership of a business or real or personal property if the ownership interest will consist of clause (i) or (iv)"). Assuming a City employee earns more than $5,000 from the City annually, the employee will have a personal interest in his employing governmental agency.
11. Section 2.2-3112(B).
12. Section 2.2-3112(A).
13. See § 2.2-3126(B) (2022).
14. In Virginia, municipal corporations are subject to the Dillon Rule, which provides that a city's governing body may exercise "only those powers expressly granted by the General Assembly, those necessarily or fairly implied therefrom, and those that are essential and indispensable." City of Richmond v. Confrere Club of Richmond, Va., Inc., 239 Va. 77, 79 (1990). See also, e.g., Marble Techs., Inc. v. City of Hampton, 279 Va. 409, 417 (2010). In contrast to the current law, a repealed provision of the 1983 Comprehensive Conflict of Interests Act did contain such authorization. See 1989 Op. Va. Att'y Gen. 10, 12 n.3 (noting that, unlike the 1987 Act, the 1983 law "expressly provided that local governments could adopt ordinances and regulations governing the conduct of their officers and employees, unless such ordinances or regulations were less stringent than the requirements of the 1983 Act" (citing 1984 Va. Acts ch. 122)).
15. VA. CODE ANN. § 15.2-1102 (2018). See also § 15.2-1106 (2018) (providing generally that a "municipal corporation shall provide for the control and management of the affairs of the municipality").
16. See § 15.2-1102 (further providing that the scope of such power exists to the extent "the exercise of which is not expressly prohibited by the Constitution and the general laws of the Commonwealth"); VA. CODE ANN. § 1-248 (2022) ("The Constitution and laws ... of the Commonwealth shall be supreme. Any ordinance, resolution, bylaw, rule, regulation, or order of any governing body ... shall not be inconsistent with the Constitution and laws ... of the Commonwealth."); Sinclair v. New Cingular Wireless PCS, LLC, 283 Va. 567, 576 (2012) ("[W]hen a statute enacted by the General Assembly conflicts with an ordinance enacted by a local governing body, the statute must prevail.").
17. Section 2.2-3100 (2022) (emphasis added).
18. Section 2.2-3100 (emphasis added) (allowing a few exceptions related to certain real property matters).
19. "[W]here a law is expressed in plain and unambiguous terms, whether those terms are general or limited, the legislature should be intended to mean what they have plainly expressed, and consequently no room is left for construction." 2009 Op. Va. Att'y Gen. 64, 64-65 (quoting South Hill v. Allen, 177 Va. 154, 165 (1941)).
20. 2011 Op. Va. Att'y Gen. 84, 86 (quoting WEBSTER'S NINTH NEW COLLEGIATE DICTIONARY 1185 (1990)). See also 2000 Op. Va. Att'y Gen. 3, 7 (stating that "supersede" generally means "to take the place of and outmode by superiority: supplant and make inferior by better or more efficiently serving a function"; "to cause to be supplanted in a position or function" (quoting WEBSTER'S THIRD NEW INTERNATIONAL DICTIONARY OF THE ENGLISH LANGUAGE UNABRIDGED 2295 (1993)).
21. Jakabcin, 271 Va. at 667 ("As its opening section makes clear, [the Act's] legislative purpose is to establish a uniform standard of conduct for public officers and employees throughout the Commonwealth with respect to conflict of interests. To the extent other laws 'purport to deal with matters covered by this chapter,' i.e., conflict of interests, those laws were superseded by [operation of] the opening section of [the Act.]").
22. 1991 Op. Va. Att'y Gen. 1, 2 (second alteration in original) (quoting 1983-84 Op. Va. Att'y Gen. 433 and citing 1986-87 Op. Va. Att'y Gen. 17; 1969-70 Op. Va. Att'y Gen. 301). The General Assembly has continued to acquiesce in this interpretation. See id.
23. Irrespective of the enforceability of the resolution, all council members remain subject to the terms of Code § 2.2-3112, which will dictate whether a council member otherwise must disqualify himself from participating in any given transaction involving the matters addressed in the resolution. The application of the Act's disqualification requirements to a specific council member with respect to any particular matter that comes before the City Council is a fact-specific analysis that is beyond the scope of an opinion. See, e.g., 2013 Op. Va. Att'y Gen. 118, 120; 1987-88 Op. Va. Att'y Gen. 422, 423. The application of the Act to local officers in specific factual scenarios falls under the purview of the Commonwealth's Attorney. Section 2.2-3126(B).