August 30, 2002
Mr. Christopher Thomas White
The staff of the Freedom of
Information Advisory Council is authorized to issue advisory
opinions. The ensuing staff advisory opinion is based solely upon
the information faxed and hand-delivered on August 6, 2002.
Dear Mr. White:
You have asked whether you are entitled to inspect the financial
records of Ironbridge Acres, Inc. under the Virginia Freedom of
Information Act (FOIA).
By way of background, you indicate that Ironbridge Acres is a
wholly owned for-profit subsidiary of the Hospital Authority of the
City of Petersburg ("the Authority"). Minutes of meetings of the
Authority show that the Authority purchased all of the issued and
outstanding stock of Ironbridge Acres in 1987. You indicate that
over the next decade, the Authority made several loans to
Ironbridge Acres, and that in 1996, Ironbridge Acres sold a
hospital facility in Colonial Heights to the Authority. When you
made a request to the Authority to view the check registers of
Ironbridge Acres, the Authority responded that you were not
entitled to inspect those records because Ironbridge Acres was not
a public body and thus not subject to FOIA.
Subsection A of § 2.2-3704 of the Code of Virginia requires
that [e]xcept as otherwise specifically provided by law, all
public records shall be open to inspection or copying by any
citizens of the Commonwealth. The policy provision of FOIA at
subsection B of § 2.2-3700 provides that [t]he provisions
of this chapter shall be liberally construed to promote an
increased awareness by all persons of governmental activities...
Any exemption from public access to records or meetings shall be
narrowly construed and no record shall be withheld...unless
specifically made exempt pursuant to this chapter or other specific
provision of law.
Section 2.2-3701 provides defines a public body as any
legislative body, authority, board, bureau, commission, district or
agency of the Commonwealth or of any political subdivision of the
Commonwealth, including cities, towns and counties, municipal
councils, governing bodies of counties, school boards and planning
commissions; boards of visitors of public institutions of higher
education, and other organizations, corporations or agencies in the
Commonwealth supported wholly or principally by public funds.
This same section defines public records as all writings and
recordings...prepared or owned by, or in the possession of a public
body or its officers, employees or agents in the transaction of
The Authority clearly falls under the definition of a public
body under FOIA, as the definition includes authorities.
Furthermore, § 15.2-5302, the section which authorizes the
creation of a hospital authority by a city, declares that such
authorities are political subdivisions of the Commonwealth. The
analysis then must turn to whether a wholly-owned subsidiary of a
public body also falls under this definition.
As stated above, you indicated that the Authority owned all of
the issued stock of Ironbridge Acres. The definition of a public
body includes corporations...supported wholly or principally by
public funds. Construing this definition liberally, as is
required by FOIA, this would pull Ironbridge Acres, an otherwise
private corporation, under the definition of a public body. A
public body, such as the Authority, cannot dilute or change its
identity through the guise of a private corporation. As such, any
records of Ironbridge Acres would be subject to public inspection
and copying pursuant to FOIA.
The definition of public records includes records prepared or
owned by...a public body or its officers. Because the Authority
owns Ironbridge Acres, it follows logically that the Authority also
owns its records and would be the custodian of those records. Once
a FOIA request for Ironbridge Acres records has been made to the
Authority, the Authority must respond within five working days
pursuant to subsection B of § 2.2-3704. The only way that the
Authority may withhold the records of Ironbridge Acres is if they
fall under a statutory exemption. Such a denial must be in writing,
identify the subject and volume of the records being withheld, and
cite the specific Code section that authorizes the withholding.
Thank you for contacting this office. I hope that I have been of
Maria J.K. Everett