Attorney General's Opinion 1981-82 #432

VIRGINIA FREEDOM OF INFORMATION ACT. EXECUTIVE MEETINGS TO DISCUSS "LEGAL MATTERS." CHANGES TO CONTRACTS NOT "LEGAL MATTERS" MERELY BECAUSE PROPOSED ACTION TO BE REFLECTED IN LEGAL DOCUMENTS.

September 11, 1981

The Honorable Robert C. Scott
Member, House of Delegates

81-82 432

You have asked whether the Newport News Redevelopment and Housing Authority (the "Authority") may legally hold an executive meeting to discuss the following matters: (1) a change in the terms of a consultant's contract with the Authority; and (2) a change in the terms of a commercial rehabilitation loan made by the Authority under the Business Incentive Loan program.

The Virginia Freedom of Information Act (the "Act") requires that the meetings of all public bodies shall be public meetings except as specifically otherwise provided by law. See §2.1-343 of the Code of Virginia (1950), as amended. Local governmental bodies, such as the Authority, are subject to the requirements of the Act. Section 2.1-341 (a).

Consultant Contract

I am advised that Authority minutes show that the matter relating to the consultant's contract involved a proposed change in the amount of compensation to be paid to the consultant under the contract. There is no indication that the Authority was concerned with the legality of the proposed change or the effect of the proposed change upon the Authority's legal rights and responsibilities. Accordingly, there was no matter involved which would fall within the provisions of §2.1-344(a)(6), authorizing executive discussions of "legal matters. The mere fact that the proposed Authority action would be reflected in a legal document does not, in my view, make the proposed action a legal matter under §2.1-344(a)(6).

Section 2.1-344(a)(2), permitting executive discussions of "disposition of publicly held property," is similarly inapplicable to this situation. If every matter involving expenditure of public funds were considered "disposition of publicly held property," most governmental decision-making would be exempt from the public meetings requirement of the Act. The Act expressly states that exceptions to the general rules requiring open meetings and public records shall be narrowly applied, See §2.1-340.1,

I am, therefore, of the opinion that the Authority may not legally hold an executive meeting to discuss whether to change the amount of compensation to be paid its consultant.

Change in Authority Loan to Business

The Authority's minutes indicate that the loan matter involved a Commercial loan financed, in part, by an Authority note and, in part, by a rehabilitation loan. The proposed change would have altered the portion of the total loan to be financed by the Authority note, thereby affecting the effective interest rate paid by the commercial borrower. For the reasons stated above, I conclude that the proposed change in the terms of the loan did not involve any "legal matter" or "disposition of publicly held property" which could legally have been discussed in an executive meeting under either §§2.1-344(a)(6) or 2.1-344(a)(2) respectively,

I am, therefore, of the opinion that the Authority may not legally hold an executive meeting to discuss the proposed change in the loan as described above.