State Ethics Commission
The vendor disclosure requirement of O.C.G.A. ¿ 45-1-6 does not require disclosure of transactions, such as loans, extensions of credit and deposits, made in the ordinary course of business.
You have asked for my opinion in regard to the scope of the vendor disclosure law codified at O.C.G.A. § 45-1-6. You have expressed concern that the statute's definition of gift "appears to require every state vendor who makes loans to, sets up monthly accounts for, or honors credit card purchases of state employees to disclose as 'gifts' such routine commercial transactions." You have noted that some vendors "have expressed concern about revealing private personal financial transactions made on the same terms as are offered to customers generally, merely because an individual is a state employee." It is my official opinion that the requirements of O.C.G.A. § 45-1-6 do not extend to transactions made in the ordinary course of business.
Official Code of Georgia Annotated § 45-1-6(b) provides that:
Any vendor who, either directly or through another person, makes a gift or gifts to one or more public employees exceeding in the aggregate $250.00 in value during any calendar year shall file a disclosure report with the [State Ethics Commission] in the form specified by the commission listing the amount and date of receipt, the name and mailing address of any vendor making the gift, and the name, address, and position of each public employee receiving such a gift.
The word gift is defined as "a gratuity, subscription, membership, trip, meal, loan, extension of credit, forgiveness of debt, advance or deposit of money, or anything of value." O.C.G.A. § 45-1-6(a)(2) (emphasis added). The term "public employee" includes all persons employed by the state government excluding elected officials. O.C.G.A. § 45-1-6(a)(4). "Vendor" means any person (individual or group) "who sells or contracts with any" part of the state government. O.C.G.A. § 45-1-6(a)(5).
In answering your question, the most important task in interpreting this statute is to determine the intent of the General Assembly. O.C.G.A. § 1-3-1(a); Barton v. Atkinson, 228 Ga. 733 (1972). In addition, a "statute must be construed with reference to the whole system of which it is a part . . . in connection and in harmony with the existing law, and as a part of a general and uniform system of jurisprudence." Allison v. Domain, 158 Ga. App. 542, 544 (1981) (quoting Botts v. Southeastern Pipe-Line Co., 190 Ga. 689, 700 (1940)). Section 45-1-6, therefore, must not be construed in a vacuum but in connection with the rest of the statutory and common law to which it relates.
Similar statutes with which Section 45-1-6 should be read include the lobbyist disclosure law codified at O.C.G.A. § 21-5-70 et seq., the public official bribery law codified at O.C.G.A. § 16-10-2, and the campaign contribution restrictions codified at O.C.G.A. § 21-5-40 et seq. Article 4 of the Ethics in Government Act requires disclosure of certain expenditures made by lobbyists on behalf or for the benefit of public officers. O.C.G.A. § 21-5-73. The General Assembly, however, did not intend that a disclosure report be filed on every occasion that the paths of lobbyists and public officials might cross in the everyday business world. For example, lobbyists need not disclose a "commercially reasonable loan made in the ordinary course of business." O.C.G.A. § 21-5-70(1)(E)(ix). The General Assembly also excluded a "commercially reasonable loan made in the ordinary course of business" from things of value that might constitute a bribe. O.C.G.A. § 16-10-2(a)(2)(F).
In addition, I have previously opined that a personal loan made to a candidate for public office in the ordinary course of business, which is not for the purpose of influencing the election, is not subject to the contribution limitations of O.C.G.A. § 21-5-40 et seq. 1992 Op. Att'y Gen. 92-26.
These provisions of law clearly illustrate that the General Assembly does not intend that every financial transaction conducted between public employees and members of the private sector be officially disclosed. Rather, it appears that the General Assembly merely intends to regulate those transactions which might be aimed at influencing the official actions of public employees and officials. For this reason, it is my opinion that the General Assembly did not intend that normal business transactions between public employees in their private capacities and companies that happen to be state vendors be reported to the Ethics Commission. Section 45-1-6 was meant to disclose the giving of gifts (gratuities, meals, subscriptions, loans, etc.) that might be given to influence the public employee's performance of his or her job. Everyday transactions that state vendors routinely conduct with public and private employees alike, such as commercially reasonable loans and extensions of credit, are not such transactions.
Therefore, it is my official opinion that O.C.G.A. § 45-1-6 does not require the disclosure of ordinary financial transactions, like loans and extensions of credit, made in the ordinary course of business. This is so even when the involved parties happen to be state vendors and public employees in their private capacities, provided that these transactions are also routinely conducted with members of the public in general and are not meant to influence the performance of the duties of a public employee.
CHRISTOPHER A. MCGRAW
Assistant Attorney General