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HomeMy WebLinkAbout26-560 MathiesonPHONE: 717-783-1610 TOLL FREE: 1-800-932-0936 STATE ETHICS COMMISSION FINANCE BUILDING 613 NORTH STREET, ROOM 304 HARRISBURG, PA 17120-0400 ADVICE OF COUNSEL September 1, 2026 To the Requester: Amanda M. Mathieson, Ed.D. Dear Ms. Mathieson: FACSIMILE: 717-787-0806 WEBSITE: www.ethics.pa.gov 26-560 This responds to your letter dated August 20, 2026, by which you requested an advisory from the Pennsylvania State Ethics Commission ("Commission"), seeking guidance as to the issues presented below: Issues: (1) Whether the "revolving door" restrictions of Section 1103(g) of the Public Official and Employee Ethics Act ("Ethics Act"), 65 Pa.C.S. § 1103(g), would prohibit an individual who is employed as the Assistant Program Director of Educational Support Services for the Allegheny Intermediate Unit ("AN") from performing consulting work for AN following termination of her employment with AN. Brief Answer: YES. During the first year following termination of the individual's employment as the Assistant Program Director of Educational Support Services for AN, Section 1103(g) of the Ethics Act would apply and restrict the individual from engaging in any activity that would involve "representing" a "person" including but not limited to a new employer or herself before her "former governmental body," AIU. Accordingly, Section 1103(g) would prohibit the individual from performing consulting work for AN, as engaging in such activity would involve prohibited representation of herself, as an independent contractor, before AN. (2) Whether Section 1103(g) of the Ethics Act would prohibit the individual from being employed by or performing consulting work for a private educational technology company Mathieson, 26-560 September 1, 2026 Page 2 that developed and supports a Student Information System which is used by a department within AN. Brief Answer: Section 1103(g) of the Ethics Act would not prohibit the individual from accepting employment with or performing consulting work for the private educational technology company subj ect to the condition that the individual would not perform any j ob duties or consulting work for the private educational technology company that would constitute prohibited representation of the private educational technology company or herself before AIU. Facts: You request an advisory from the Commission based upon submitted facts that may be fairly summarized as follows. You are currently employed as the Assistant Program Director of Educational Support Services for AN, which is an educational service agency that provides educational programs and support services to public school districts, charter schools, and non-public schools throughout Allegheny County. You provide administrative leadership for educational support services within AN. Your job duties include strategic planning, program administration, staff supervision, compliance oversight, implementation of educational technology solutions, and collaboration with school administrators and educational partners. You anticipated that you would retire from your employment with AIU on August 28, 2026. As detailed below, you are considering the following scenarios regarding post -retirement professional relationships: (1) being employed by or performing consulting work for a private educational technology company, DreamClass; and (2) performing consulting work for AIU on projects that are entirely unrelated to DreamClass or its products. Scenario One - DreamClass DreamClass is a private educational technology company that develops and supports a Student Information System (SIS) used by educational organizations to manage student records, enrollment, attendance, scheduling, grading, communications, and other administrative functions. During your employment with AN, you participated in a comprehensive evaluation of multiple student information systems, including the DreamClass SIS, to identify an appropriation solution for AIU's needs. Following the vetting process, you recommended DreamClass and participated in negotiating pricing beginning in March 2024. You were not involved in the purchasing decisions or contract approval for the implementation of the DreamClass SIS for the 2026-2027 school year. One department within AIU currently uses the DreamClass SIS and intends to continue using it following your retirement. You are considering employment with DreamClass or entering into a consulting agreement with DreamClass. Scenario Two — AIU AIU has indicated that it may be interested in utilizing you as an independent consultant on projects unrelated to DreamClass following your retirement. Any consulting services that you Mathieson, 26-560 September 1, 2026 Page 3 would provide to AN would be separate from and unrelated to any work that you might perform for DreamClass. You are considering entering into a consulting agreement with AN. Based upon the above submitted facts, you pose the following questions: (1) Would accepting employment with or performing consulting work for DreamClass violate any provisions of the Ethics Act; (2) Would the one-year post -employment representation restriction contained in Section 1103(g) of the Ethics Act apply to your circumstances, and if so, what activities would constitute prohibited "representation" before AN; (3) During the one-year post -employment period, would you be permitted to: (a) Provide general consulting services to DreamClass that are unrelated to AN; (b) Assist with product development, educational consulting, implementation strategies, training materials, or professional development for educational organizations other than AN; (c) Participate in conferences, webinars, demonstrations, or presentations sponsored by DreamClass that are not directed toward AN; or (d) Provide customer support or implementation assistance to schools or educational organizations other than AN; (4) If you would perform consulting work for AN on projects unrelated to DreamClass, would that affect your ability to accept employment with or perform consulting work for DreamClass; (5) Would you be permitted to simultaneously provide consulting services to both DreamClass and AN if the work would be entirely unrelated and appropriate safeguards would be maintained; (6) Are there specific safeguards or best practices that the Commission would recommend to avoid actual or perceived conflicts of interest if you would perform separate consulting services for both DreamClass and AN; (7) If DreamClass would continue to provide software services to AN, what restrictions would apply to your involvement with either DreamClass or AN; (8) What specific post -employment activities would be permitted and what activities would be prohibited during the one-year post employment period, and in particular, would you be permitted to: (a) Engage in communications with AN employees while representing DreamClass; (b) Participate in meetings involving AN; (c) Participate in product demonstrations or presentations involving AN; Mathieson, 26-560 September 1, 2026 Page 4 (d) Assist DreamClass with proposals, renewals, contract discussions, or implementation activities involving AN; (e) Engage in internal consulting, product development, training, or strategic planning activities for DreamClass that do not involve contact with AN; (f) Engage in simultaneous consulting services for AN on unrelated projects; or (g) Engage in any other activities that may be permissible under these circumstances. Discussion: It is initially noted that pursuant to Sections 1107(10) and 1107(11) of the Ethics Act, 65 Pa.C.S. §§ 1107(10), (11), advisories are issued to the requester based upon the facts that the requester has submitted. In issuing the advisory based upon the facts that the requester has submitted, the Commission does not engage in an independent investigation of the facts, nor does it speculate as to facts that have not been submitted. It is the burden of the requester to truthfully disclose all of the material facts relevantto the inquiry. 65 Pa.C.S. §§ 1107(10), (11). An advisory only affords a defense to the extent the requester has truthfully disclosed all of the material facts. The post -employment restrictions of Section 1103(g) of the Ethics Act apply to former public officials/public employees. While Section 1103(g) does not prohibit a former public official/public employee from accepting a position of employment, it does restrict the former public official/public employee with regard to "representing" a "person" before "the governmental body with which he has been associated": § 1103. Restricted activities (g) Former official or employee. --No former public official or public employee shall represent a person, with promised or actual compensation, on any matter before the governmental body with which he has been associated for one year after he leaves that body. 65 Pa.C.S. § 1103(g) (Emphasis added). The terms "represent," "person," and "governmental body with which a public official or public employee is or has been associated" are specifically defined in the Ethics Act as follows: § 1102. Definitions "Represent." To act on behalf of any other person in any activity which includes, but is not limited to, the following: personal appearances, negotiations, lobbying and submitting bid or contract proposals which are signed by or contain the name of a former public official or public employee. Mathieson, 26-560 September 1, 2026 Page 5 "Person." A business, governmental body, individual, corporation, union, association, firm, partnership, committee, club or other organization or group of persons. "Governmental body with which a public official or public employee is or has been associated." The governmental body within State government or a political subdivision by which the public official or employee is or has been employed or to which the public official or employee is or has been appointed or elected and subdivisions and offices within that governmental body. 65 Pa.C.S. § 1102. The term "person" is very broadly defined. It includes, inter alia, corporations and other businesses. It also includes the former public official/public employee himself, Confidential Opinion, 93-005, as well as a new governmental employer. Ledebur, Opinion 95-007. The term "represent" is also broadly defined to prohibit acting on behalf of any person in wny activity. Examples of prohibited representation include: (1) personal appearances before the former governmental body or bodies; (2) attempts to influence; (3) submission of bid or contract proposals which are signed by or contain the name of the former public official/public employee; (4) participating in any matters before the former governmental body as to acting on behalf of a person; and (5) lobbying. Popovich, Opinion 89-005. During the one-year period of applicability of Section 1103(g) of the Ethics Act, Section 1103(g) generally would prohibit a former public official/public employee from contracting with the former governmental body (see, Shaub, Order 1242; Confidential Opinion, 97-008; Confidential Opinion, 93-005) or providing consulting services constituting representation before the former governmental body (see, Claycomb, Opinion 14-004; Schrempf Opinion 13-004). Listing one's name as the person who will provide technical assistance on a proposal, document, or bid, if submitted to or reviewed by the former governmental body, constitutes an attempt to influence the former governmental body. Section 1103(g) also generally prohibits the inclusion of the name of a former public official/public employee on invoices submitted by his new employer to the former governmental body, even if the invoices pertain to a contract that existed prior to termination of service with such governmental body. Shay, Opinion 91-012. However, if such a pre-existing contract does not involve the unit where a former public employee worked, the name of the former public employee may appear on routine invoices if required by the regulations of the agency to which the billing is being submitted. Abrams/Webster, Opinion 95-011. A former public official/public employee may assist in the preparation of any documents presented to his former governmental body. However, the former public official/public employee may not be identified on documents submitted to the former governmental body. The former public official/public employee may also counsel any person regarding that person's appearance before his former governmental body. Once again, however, the activity in this respect should not be revealed to the former governmental body. The Ethics Act would not prohibit or preclude Mathieson, 26-560 September 1, 2026 Page 6 making general informational inquiries to the former governmental body to secure information which is available to the general public, but this must not be done in an effort to indirectly influence the former governmental body or to otherwise make known to that body the representation of, or work for, the new employer. Section 1103(g) only restricts the former public official/public employee with regard to representation before his former governmental body. The former public official/public employee is not restricted as to representation before other agencies or entities. However, the "governmental body with which a public official/public employee is or has been associated" is not limited to the particular subdivision of the agency or other governmental body where the public official/public employee had influence or control but extends to the entire body. See, Legislative Journal of House, 1989 Session, No. 15 at 290, 291; Sirolli, Opinion 90-006; ShaM, Opinion 90-009-R. Conclusion: As the Assistant Program Director of Educational Support Services for AN, you would be considered a "public employee" subject to the provisions of the Ethics Act. Consequently, upon termination of your employment with AN, you would become a "former public employee" subject to Section 1103(g) of the Ethics Act. The governmental body with which you would be deemed to have been associated upon termination of your employment with AN would be AN in its entirety. For the first year following termination of your employment with AN, Section 1103(g) of the Ethics Act would apply and restrict you from "representing" a "person" including but not limited to a new employer or yourself before AN. The restrictions as to representation outlined above must be followed. You are advised that regardless of whether DreamClass would or would not be providing software services to AN, Section 1103(g) of the Ethics Act would not prohibit you from accepting employment with or entering into a consultant relationship with DreamClass following your retirement from AN. However, during the first year following termination of your employment with AN, Section 1103(g) would prohibit you from engaging in any activity, either as an employee of DreamClass or as a consultant to DreamClass, that would involve prohibited representation of DreamClass or yourself before AN. Section 1103(g) would restrict you from engaging in communications with AN employees, participating in meetings involving AN, or participating in product demonstrations or presentations involving AN as performing such activities would constitute prohibited representation before AN. Section 1103(g) would further restrict you from assisting DreamClass with proposals, renewals, contract discussions, or implementation activities involving AN unless you would be able to do so without engaging in prohibited representation before AN. Section 1103(g) would not prohibit you from • Providing general consulting services to DreamClass that are unrelated to AN; • Assisting with product development, educational consulting, implementation strategies, training materials, or professional development for educational organizations other than AN; Mathieson, 26-560 September 1, 2026 Page 7 Participating in conferences, webinars, demonstrations, or presentations sponsored by DreamClass that are not directed toward AN; Providing customer support or implementation assistance to schools or educational organizations other than AN; or Engaging in internal consulting, product development, training, or strategic planning activities for DreamClass that do not involve contact with AN, subject to the condition that your performance of such activities would not cause you to engage in prohibited representation before AN as set forth above. You are further advised that during the first year following termination of your employment with AN, Section 1103(g) of the Ethics Act would prohibit you from performing consulting work for AN, even if the consulting work would be on projects unrelated to DreamClass. This is because engaging in such activity would constitute prohibited representation of a "person" yourself as an independent contractor before AN. See, Shaub, supra; Claycomb, supra; Schrempf, supra; Confidential Opinion, 97-008; Confidential Opinion, 93-005. Lastly, the propriety of the proposed conduct has only been addressed under the Ethics Act; the applicability of any other statute, code, ordinance, regulation or other code of conduct other than the Ethics Act has not been considered. Pursuant to Section 1107(11) of the Ethics Act, an Advice is a complete defense in any enforcement proceeding initiated by the Commission, and evidence of good faith conduct in any other civil or criminal proceeding, provided the requester has disclosed truthfully all the material facts and committed the acts complained of in reliance on the Advice given. This letter is a public record and will be made available as such. Finally, if you disagree with this Advice or if you have any reason to challenge same, you may appeal the Advice to the full Commission. A personal appearance before the Commission will be scheduled and a formal Opinion will be issued by the Commission. Any such appeal must be in writing and must be actually received at the Commission within thirty (30) days of the date of this Advice pursuant to 51 Pa. Code § 13.2(h). The appeal may be received at the Commission by hand delivery, United States mail, delivery service, or by FAX transmission (717-787-0806). Failure to file such an appeal at the Commission within thirty (30) days may result in the dismissal of the appeal. Respectfully, me.µ. Bridget K. Guilfoyle Chief Counsel