If a county ambulance authority board member also works for a for-profit ambulance company or volunteers for a non-profit one, does that create a disqualifying conflict of interest, and can the county commission remove a conflicted member mid-term?

Plain-English summary

The Hardy County Commission appointed an ambulance authority board to set up emergency ambulance service for the county. Some board members worked for, or volunteered with, the ambulance companies the board was contracting with. The Hardy County Prosecuting Attorney asked three questions: do those work or volunteer arrangements create conflicts of interest under W. Va. Code § 7-15-15, can a member cure the conflict by recusing from the contract vote, and can the Commission replace a conflicted member mid-term?

The AG split the answers along three axes.

1. For-profit work is always a conflict; non-profit volunteering usually is not.

The relevant statute, W. Va. Code § 7-15-15, has two operative clauses:

• Clause one: No member "shall have any interest in any firm, partnership, corporation, company, association or joint-stock association engaged in the business of providing ambulance service or in the manufacture, sale or lease of ambulance equipment or facilities."
• Clause two: No member "shall contract with the authority or be interested in, either directly or indirectly, any contract with the authority."

Clause one is broad: "any interest" "of whatever kind" or "whatever quality" (Thomas v. Firestone Tire & Rubber Co.) in a company "engaged in the business" of providing ambulance services. "Business" in West Virginia precedent means an "occupation or employment engaged in for the purpose of obtaining a livelihood or for profit or gain" (Weatherford v. Arter). A for-profit ambulance company falls inside that definition without effort. So drawing a paycheck from one is "any interest" in clause-one terms, regardless of whether any contract between the company and the authority is on the table.

The non-profit case is different. A 1985 AG opinion (61 W. Va. Op. Atty. Gen. 37) concluded that volunteer service for a non-profit ambulance provider does not violate § 7-15-15's first clause, because "business" requires profit or gain. The 2018 opinion reaffirms that. Volunteering with a true non-profit, where the volunteer does not "receive any pecuniary benefit" from contracts, sits outside clause one.

But clause two might still apply if the non-profit volunteer has a "direct or indirect" interest in a particular contract. The opinion takes the position that "interest" in clause two is not limited to financial interests. § 61-10-15 (the parallel conflict provision for county commissioners and school officials) is limited to "pecuniary interest[s]"; § 7-15-15 is not. So a non-financial personal stake, say, the volunteer is the non-profit's executive director and the contract enhances the non-profit's reputation or expansion, can also trigger clause two. The opinion stops short of cataloguing what those personal stakes look like; it simply notes the door is open.

2. Recusal does not cure either type of conflict.

Clause one prohibits ongoing status, having any interest in a for-profit ambulance company. Recusing from a single vote does not change the underlying status. As long as the member draws the paycheck, the conflict persists.

Clause two is the harder case, because at first reading "contract with the authority" might seem to reduce to the act of voting. The opinion rejects that. Clause two also bars "be[ing] interested in, either directly or indirectly, any contract with the authority", a state that continues after the vote. The Court reached the same conclusion under the parallel § 61-10-15 in Summers County Citizens League v. Tassos, 179 W. Va. 261 (1988): a school board member's abstention did not cure the conflict where the board contracted with the member's private employer. To allow the abstention workaround "would defeat the very purpose of the statute, for it would permit connivance on the part of the several members and the awarding of contracts so as to inure indirectly to their benefit" (Tassos, citing Fisher v. Jackson).

3. The Commission cannot remove a conflicted member mid-term, but it can use § 6-6-7, and § 7-15-5 lets it appoint a replacement immediately on resignation or other cessation.

A 2015 AG opinion (2015 WL 7431400) had already concluded that § 7-15-5 fixes terms for ambulance authority board members and contains no removal provision. Helmick v. Tucker County Court, 64 S.E. 17 (1909), holds that fixing a term takes implied removal authority off the table. Compare Barbor v. Mercer County Court (where the term was at the appointing body's pleasure, the appointing body could remove). The 2018 opinion reaffirms the 2015 conclusion: no unilateral mid-term removal.

Two pressure-relief valves exist:

• The Commission can pursue removal "for official misconduct, neglect of duty, incompetence or for any of the causes or on any of the grounds provided by any other statute" through W. Va. Code § 6-6-7. That requires filing a petition in circuit court; the case is heard by a three-judge court convened by the Supreme Court of Appeals. Tassos applied this procedure in a comparable conflict-of-interest setting.
• W. Va. Code § 7-15-5 provides that when "any member of the board dies, resigns or for any other reason ceases to be a member of the board," the appointing government body "shall appoint another individual to fill the unexpired portion of the term." So once a conflicted member voluntarily resigns or is removed by court order, the Commission can immediately seat a successor.

The opinion lists the parallel removal statutes in Chapter 7 in a footnote (§ 7-3-15 for hospital trustees, § 7-4-3 for county counsel, § 7-12-3 for county development boards, § 7-14-3 for deputy sheriffs, § 7-146-3 for correctional officers, § 7-16-3 for solid waste authority members) to drive home that the Legislature knew how to grant removal authority when it wanted to and pointedly omitted that authority for ambulance authority boards.

Currency note

This opinion was issued in 2018. 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

Q: Does the conflict apply to family members, not just the member personally?
A: The opinion does not address family-member interests. Clause one talks about a member "hav[ing] any interest" in the company; clause two talks about being "interested in, either directly or indirectly," a contract. A reasonable reading of "indirectly" might reach situations where the member's spouse or close relative draws the paycheck, but the opinion does not stake that out. Tassos and other West Virginia conflict cases would be the place to look for the family-member analogue.

Q: What about an unpaid director seat on a non-profit?
A: Director status alone does not pull the volunteer outside the 1985 opinion's safe harbor; that opinion explicitly said "non-profit corporation" and "volunteer." The risk is on clause two if the director has a personal stake in a specific contract, for example, the contract increases the non-profit's revenue, which raises the director's standing or future paid prospects. The opinion's framing supports a fact-bound inquiry rather than a categorical rule.

Q: Can a member cure a clause-one conflict by quitting the company before any vote?
A: Yes, in principle. Clause one bars the ongoing status. Once the member is no longer drawing a paycheck or holding equity, the prohibition lifts. Whether prior involvement still flags clause two for a specific contract is a separate question.

Q: Does the Commission have to use § 6-6-7 for every conflicted member, or can the member just resign?
A: § 6-6-7 is the contested-removal path. If the member voluntarily resigns, the conflict resolves and § 7-15-5 lets the Commission seat a successor immediately. § 6-6-7 is the remedy when the member refuses to resign.

Q: What about the existing contracts the board has already approved with conflicted members participating?
A: The opinion does not address contract validity. Tassos held that contracts with school board members' employers were void ab initio under § 61-10-15. Whether the same result follows under § 7-15-15 was not asked here. Conservative practice, given the parallel statutory structure, would be to assume contracts approved while a clause-one or clause-two conflict existed are vulnerable.

Q: What happens if the entire board has clause-one conflicts (everyone works for an ambulance provider)?
A: § 7-15-15 has no quorum exception. The opinion does not address this scenario, but the implication is that the Commission cannot constitute a board entirely from active EMS providers. Members must come from outside the for-profit ambulance industry, or from genuine non-profits where personal-stake issues do not arise.

Background and statutory framework

The Emergency Ambulance Service Act. W. Va. Code Chapter 7, Article 15. § 7-15-4 lets a county commission create an ambulance authority. § 7-15-5 governs board appointment, terms, and replacement. § 7-15-15 contains the conflict provision at issue here. § 7-15-17 lets the commission impose ambulance service fees on residents.

§ 7-15-15's two clauses. Clause one: blanket bar on having "any interest" in any company "engaged in the business of providing ambulance service" or in the manufacture, sale, or lease of ambulance equipment or facilities. Clause two: bar on "contract[ing] with the authority or be[ing] interested in, either directly or indirectly, any contract with the authority."

The "any interest" canon. Thomas v. Firestone Tire & Rubber Co., 164 W. Va. 763 (1980), construed "any" to mean "indifference as to the particular one or ones that may be selected" and to apply to interests "of whatever kind" or "whatever quality."

The "business" canon. Weatherford v. Arter, 135 W. Va. 391 (1951), construed "business" to "embrace[] everything with respect to which a person can be employed" and to "relate[] to[] an occupation or an employment engaged in for the purpose of obtaining a livelihood or for profit or gain."

The 1985 AG opinion. 61 W. Va. Op. Atty. Gen. 37 (Sept. 10, 1985), held that volunteer service for a non-profit ambulance provider does not fall within § 7-15-15 clause one because the entity is not "engaged in the business" (no profit or gain). The 2018 opinion reaffirms that holding.

Parallel conflict statute. W. Va. Code § 61-10-15 governs county commissioners and school officials, prohibiting "pecuniary interest[s], directly or indirectly, in the proceeds of any contract or service . . . or the awarding or letting of a contract" where the official "may have any voice, influence or control." The Legislature's choice to limit § 61-10-15 to pecuniary interests, while leaving § 7-15-15's interest language unrestricted, supports reading § 7-15-15 to reach non-financial interests too.

Recusal does not cure conflict. Summers County Citizens League v. Tassos, 179 W. Va. 261 (1988), and Fisher v. Jackson, 147 S.E. 541 (1929), hold that abstention does not save a contract from a conflict-of-interest statute, because allowing abstention would invite "connivance" between members and indirect benefit-shifting (Tassos, citing Fisher).

Mid-term removal. Helmick v. Tucker County Court, 64 S.E. 17 (1909), holds that when a statute fixes a definite term, the appointing body has no implied removal authority. Barbor v. Mercer County Court, 85 W. Va. 359 (1920), holds the opposite when the appointment is "at the pleasure of the appointing body." Wilhelm v. W. Va. Lottery (1996) and Schwartz v. Hancock County Court (1951) cite both cases approvingly. § 7-15-5 specifies fixed terms for ambulance authority board members and supplies no removal mechanism, so under Helmick, no unilateral commission removal exists.

§ 6-6-7 alternative. § 6-6-7(a) lets a county commission file a petition seeking removal of "[a]ny person holding any county . . . office" "for official misconduct, neglect of duty, incompetence or for any of the causes or on any of the grounds provided by any other statute." § 6-6-7(c) and (g) describe the procedure: petition filed in circuit court, three-judge panel convened by the Supreme Court of Appeals.

§ 7-15-5 fill-the-vacancy provision. Once a member "dies, resigns or for any other reason ceases to be a member of the board," the appointing government body "shall appoint another individual to fill the unexpired portion of the term."

Citations and references

Statutes:
- W. Va. Code § 5-3-2 (AG advisory authority)
- W. Va. Code § 6-6-7 (removal for cause)
- W. Va. Code § 7-3-15, 7-4-3, 7-12-3, 7-14-3, 7-146-3, 7-16-3 (parallel Chapter 7 removal statutes)
- W. Va. Code § 7-15-5 (ambulance authority board)
- W. Va. Code § 7-15-15 (conflict of interest)
- W. Va. Code § 7-15-17 (ambulance service fees)
- W. Va. Code § 61-10-15 (county commission/school official pecuniary interest)

Cases:
- Weatherford v. Arter, 135 W. Va. 391 (1951)
- Thomas v. Firestone Tire & Rubber Co., 164 W. Va. 763 (1980)
- Summers Cnty. Citizens League v. Tassos, 179 W. Va. 261 (1988)
- Alexander v. Ritchie, 132 W. Va. 865 (1949)
- Fisher v. Jackson, 147 S.E. 541 (1929)
- Helmick v. Tucker County Court, 64 S.E. 17 (1909)
- Barbor v. Cnty. Court of Mercer Cnty., 85 W. Va. 359 (1920)
- Wilhelm v. W. Va. Lottery, 198 W. Va. 92 (1996)
- Schwartz v. Cnty. Court of Hancock Cnty., 136 W. Va. 626 (1951)

Earlier AG opinions:
- 61 W. Va. Op. Atty. Gen. 37 (Sept. 10, 1985) (non-profit volunteer service not a § 7-15-15 conflict)
- 2015 WL 7431400 (Nov. 12, 2015) (county commission lacks unilateral mid-term removal authority over ambulance authority board members)

Source

• Landing page: https://ago.wv.gov/media/17776/download?inline
• Original PDF: https://ago.wv.gov/media/17776/download?inline

Original opinion text

State of West Virginia
Office of the Attorney General
State Capitol
Building 1, Room 26-E
Charleston, WV 25305-0220
Patrick Morrisey
Attorney General

(304) 558-2021
Fax (304) 558-0140
June 6, 2018

The Honorable Lucas J. See
Prosecuting Attorney
Hardy County
204 Washington Street, Room 104
Moorefield, WV 26836

Dear Prosecutor See:

You have asked for an Opinion of the Attorney General regarding potential conflicts of interest when ambulance authority board members vote to contract with entities for which they work as either paid employees or volunteers. This Opinion is being issued pursuant to West Virginia Code § 5-3-2, which provides that the Attorney General "may consult with and advise the several prosecuting attorneys in matters relating to the official duties of their office." To the extent this Opinion relies on facts, it is based solely on the factual assertions set forth in your correspondence with the Office of the Attorney General.

In your letter, you explain that the Hardy County Commission ("Commission") appointed the board members of an ambulance authority ("Board") pursuant to W. Va. Code § 7-15-5. Some of those board members are local emergency medical service providers who volunteer or work for either non-profit or for-profit ambulance companies. The Board is responsible for setting up and providing emergency ambulance service in Hardy County. Consistent with this task, the Board voted to enter into contracts with non-profit and for-profit entities for which some of the board members work, which are paid using part of the revenue from an ambulance-service fee the Commission assesses on local taxpayers.

Your letter raises the following legal questions, which we address in turn:

(1) Do members of an ambulance authority board have a conflict of interest under West Virginia Code § 7-15-15 if they vote to contract with either a for-profit company for which they work, or a non-profit entity for which they volunteer?

(2) Can a conflict of interest under West Virginia Code § 7-15-15 be avoided if the conflicted member recuses himself or herself from the vote?

(3) Does the Commission have authority to replace conflicted board members before the end of their term?

We conclude that a board member who works for a for-profit ambulance service company has a conflict of interest for purposes of Section 7-15-15, regardless whether that company has a contract with the Board. A member who volunteers for a non-profit is unlikely to have a conflict of interest, however, unless the member stands to gain personally from any contract between the Board and the entity. In either circumstance, recusal from a vote involving the company or non-profit will not cure a conflict of interest. Finally, although the Commission may not unilaterally remove a conflicted board member, it may appoint an immediate replacement for any member who resigns or is otherwise removed as a result of a conflict of interest.

Question One: Conflicts Based On Board Members' Employment Or Volunteer Activities

West Virginia Code § 7-15-15 provides that "[n]o member of any authority . . . shall have any interest in any firm, partnership, corporation, company, association or joint-stock association engaged in the business of providing ambulance service or in the manufacture, sale or lease of ambulance equipment or facilities." W. Va. Code § 7-15-15. Further, "[n]o member of any authority . . . shall contract with the authority or be interested in, either directly or indirectly, any contract with the authority . . . ." Id. Your letter asks whether a board member has a prohibited conflict under either or both of these provisions where the Board contracts with the member's for-profit employer, or with a non-profit entity for which the member volunteers.

First, we conclude that a board member would have a conflict of interest if the member works for a for-profit company that provides ambulance service. Although the Supreme Court of Appeals has not interpreted this language in Section 7-15-15, there is little doubt that a for-profit ambulance company is a "firm, partnership, corporation, company, association or joint-stock association engaged in the business of providing ambulance services." The term "business" is defined as "[a] commercial enterprise carried on for profit; a particular occupation or employment habitually engaged in for livelihood or gain." Black's Law Dictionary 239 (10th ed. 2014). Similarly, the Supreme Court of Appeals has explained that the term "business" "embrace[s] everything with respect to which a person can be employed," and "relate[s] to[] an occupation or an employment engaged in for the purpose of obtaining a livelihood or for profit or gain." Weatherford v. Arter, 135 W. Va. 391, 395, 63 S.E.2d 572, 574 (1951) (emphases added).

Employment with a for-profit ambulance company thus falls easily within Section 7-15-15's ambit. Further, a conflict exists whenever a board member works for a for-profit ambulance company, regardless whether the Board has any contracts involving that company. Section 7-15-15's first sentence bars members from having "any interest" in a company "engaged in the business of providing ambulance service." W. Va. Code § 7-15-15 (emphasis added). "Any," in turn, means "indifference as to the particular one or ones that may be selected," and applies to interests "of whatever kind" or "whatever quality." Thomas v. Firestone Tire & Rubber Co., 164 W. Va. 763, 768, 266 S.E.2d 905, 908 (1980) (citation omitted). Drawing a paycheck from an ambulance company would almost certainly constitute "any interest" for purposes of Section 7-15-15. Cf. Summers Cnty. Citizens League v. Tassos, 179 W. Va. 261, 270, 367 S.E.2d 209, 218 (1988) (holding under separate statute that an officer is "pecuniarily interested" in the proceeds of a contract where the officer "is an employee of a private entity" that is a party to the contract, regardless whether the "officer is also a shareholder, director or officer of such private entity"). Accordingly, we conclude that working for a for-profit ambulance company while simultaneously serving as a board member is a conflict of interest under Section 7-15-15.

Second, volunteer service for a non-profit entity providing ambulance services does not automatically violate Section 7-15-15; any conflict would turn on the specific facts at issue. In a 1985 Opinion, this Office previously concluded that membership on an ambulance authority board and a non-profit corporation formed to provide ambulance services did not constitute a conflict of interest. 61 W. Va. Op. Atty. Gen. 37, 1985 WL 257932 (Sept. 10, 1985). Relying on Weatherford, the Opinion explained that the statute's use of the term "business" "generally relates to an occupation or employment engaged in for profit or gain." Id. at 1. The Opinion further explained that the corporation's non-profit status meant it did not provide services for gain and "its members d[id] not receive any pecuniary benefit" from contracts with the ambulance authority. Id. Further, the Opinion recognized the general principle that conflict of interest statutes are generally designed to prohibit public officials from becoming financially interested in the proceeds of a contract, and that Section 7-15-15's purpose "would not be served by prohibiting membership on the Authority of persons who are not seeking to contract with the Authority for personal gain, but rather to voluntarily serve the public purpose of providing ambulance service." Id. at 2.

We reaffirm that conclusion here. As discussed above, the text and purpose of the prohibition against interests in entities "engaged in the business of providing ambulance service" extends to for-profit companies only. Volunteering with an organization that provides not-for-profit ambulance services is thus not a prohibited conflict under Section 7-15-15's first sentence.

Nevertheless, a board member who volunteers for a non-profit may have a conflict under Section 7-15-15's second provision, which bars members from "contract[ing] with the authority or be[ing] interested in, either directly or indirectly, any contract with the authority." Unlike the first provision, which bars "any" interest in a for-profit ambulance company, this second provision focuses on particular contracts that may affect board members. Although in most cases an interest in a contract will be financial, as discussed above, we agree with the analysis from the 1985 Opinion that Section 7-15-15 is intended to "remove from public officers any and all temptation for personal advantage", even if the potential gain is not financial. 61 W. Va. Op. Atty. Gen. 37 at *1 (emphasis added; quoting Alexander v. Ritchie, 132 W. Va. 865, 871, 53 S.E.2d 735, 739 (1949)). This conclusion is consistent with the fact that the Legislature chose not to limit Section 7-15-15 to "pecuniary interest[s]" only, as it did in a similar conflict-of-interest statute in West Virginia Code § 61-10-15 concerning members of county commissions and public school officials. Thus, while in most cases contracts with a non-profit for which a board member volunteers will not cause conflicts of interest, members may run afoul of Section 7-15-15 if they have a personal, non-financial interest in the contract.

Question Two: Ability To Avoid Conflict By Recusal From Vote

Your second question asks whether board members may avoid a conflict by recusing themselves from the vote on any contract concerning an ambulance service company for which they work or volunteer. We conclude that Section 7-15-15 does not allow this remedy for either type of conflict it describes.

The first type of conflict, as described above, prohibits a board member from having "any interest" in an organization that is "engaged in the business of providing ambulance service or in the manufacture, sale or lease of ambulance equipment or facilities." W. Va. Code § 7-15-15. By its terms, this broad language encompasses all interests in for-profit ambulance providers, not only conflicts related to particular interactions with the company in which a member has an interest. In other words, a member may not have an interest in a for-profit ambulance company even if no contract involving that company is ever proposed throughout the member's tenure. Recusal from a vote could not cure this type of ongoing conflict.

We conclude the same is true for the second type of conflict, which bars board members from "contract[ing] with the authority or be[ing] interested in, either directly or indirectly, any contract with the authority." W. Va. Code § 7-15-15. The Supreme Court of Appeals has not addressed this question in the context of Section 7-15-15. Nevertheless, the plain text of the provision encompasses not only the act of entering into a "contract with the authority," which might be interpreted narrowly to include simply the vote itself, but also "be[ing] interested in . . . any contract with the authority", a state that would continue after the vote is cast. Id.

Further, we believe the Court would likely adopt the same analysis from a decision involving a similar statute, Section 61-10-15, which held that a member of a county school board had a conflict when the board entered a contract with the member's private employer, even though the member abstained from the vote awarding the contract. Summers Cnty. Citizens League v. Tassos, 179 W. Va. 261, 268-69, 367 S.E.2d 209, 216-17 (1988) (citing Fisher v. Jackson, 147 S.E. 541, 542 (1929)). Similar to Section 7-15-15, Section 61-10-15(a) prohibits county board members from "be[ing] or becom[ing] pecuniarily interested, directly or indirectly, in the proceeds of any contract or service . . . or the awarding or letting of a contract if, as a member . . . , he or she may have any voice, influence or control." The Court explained that to allow the member to receive a financial benefit from such a contract "would defeat the very purpose of the statute, for it would permit connivance on the part of the several members and the awarding of contracts so as to inure indirectly to their benefit." Id. Given the similarity between Section 61-10-15 and Section 7-15-15, the Court would likely reach the same result here.

Question Three: Authority To Remove Conflicted Board Members

Your letter also asks whether the Commission has authority to immediately replace any conflicted board members before the expiration of their terms. This Office addressed a similar question in a November 12, 2015 Opinion of the Attorney General. See 2015 WL 7431400 (Nov. 12, 2015). As there have been no intervening developments in the law since that Opinion was issued, we reaffirm its conclusion here.

As we concluded in the 2015 Opinion, West Virginia Code § 7-15-5 provides that ambulance authority board members are appointed to fixed terms, and there is no provision authorizing a county commission to unilaterally remove a board member, for cause or otherwise, before the end of his or her term. This lack of removal authority differs from other provisions throughout Chapter 7 where the Legislature granted county commissions express authority to remove members of various offices, boards, and authorities.* As a result, the Commission may not remove a board member before the expiration of the member's term.

Precedent from the Supreme Court of Appeals confirms this conclusion. In Helmick v. Tucker County Court, 64 S.E. 17 (1909), the Court held that a county court lacked authority to remove a road surveyor before the end of his term because, by fixing the term of office, the Legislature had "left the county court without any such implied power." Id. at 18. By contrast, the Court has also held that where a statute "fixes no definite term of office, but provides that the tenure shall be at the pleasure of the appointing body, the implied power to remove such appointee may be exercised." Syl., Barbor v. Cnty. Court of Mercer Cnty., 85 W. Va. 359, 101 S.E. 721 (1920). Although these cases are roughly a century old, they have been cited approvingly by the Court on several occasions since and continue to reflect the law governing removal in similar contexts. See, e.g., Wilhelm v. W. Va. Lottery, 198 W. Va. 92, 94, 479 S.E.2d 602, 604 (1996) (citing Barbor); Schwartz v. Cnty. Court of Hancock Cnty., 136 W. Va. 626, 642-43, 68 S.E.2d 64, 73 (1951) (citing Helmick).

Nevertheless, as we also explained in our 2015 Opinion, the Commission may be able to pursue mid-term removal under the process set forth in West Virginia Code § 6-6-7. 2015 WL 7431400, at *3. This statute provides that "[a]ny person holding any county . . . office" whose term of "office is fixed by law" may be removed "for official misconduct, neglect of duty, incompetence or for any of the causes or on any of the grounds provided by any other statute." W. Va. Code § 6-6-7(a). A county commission may file charges "in the form of a petition duly verified by at least one of the persons bringing the same with a circuit court," and the charges are heard by a three-judge court convened by the Supreme Court of Appeals. Id. §§ 6-6-7(c), (g). In appropriate circumstances a county commission may be able to seek removal of a board member under this procedure. See Summers Cty., 179 W. Va. at 265, 367 S.E.2d at 213 (1988).

Finally, although the Commission may not unilaterally remove a board member, it does have authority to appoint an immediate replacement for any member who resigns or is lawfully removed as a result of a conflict of interest. Section 7-15-5 provides that when "any member of the board dies, resigns or for any other reason ceases to be a member of the board, the governing body of the participating government which such member represented shall appoint another individual to fill the unexpired portion of the term of such member." This provision ensures that the Commission may minimize disruption to the Board by quickly replacing a board member who "ceases to be a member of the board" for any reason, including for a conflict of interest.

• See, e.g., W. Va. Code § 7-3-15 ("Any trustee [for a hospital, clinic or long-term care facility] may be removed by the county commission for incompetency, neglect of duty or malfeasance in office after an opportunity to be heard at a public hearing before the county commission."); id. § 7-4-3 ("Any counsel so employed may be removed at the pleasure of the county commission."); id. § 7-12-3 ("The county commission may at any time remove any member of the [county development] board by an order duly entered of record and may appoint a successor member for any member so removed."); id. § 7-14-3 (authorizing removal of deputy sheriffs "for good cause"); id. § 7-146-3 (authorizing removal of correctional officers "for good cause"); id. § 7-16-3 ("The county commission may at any time remove any member of the [county solid waste] authority by an order duly entered of record and may appoint a successor.").

Sincerely,

Patrick Morrisey
Attorney General

Lindsay See
Solicitor General

Thomas T. Lampman
Assistant Attorney General