American Bar Association’s Legal Answer on the Samet/Greensboro City Council Conflict of Interest Issue from the Standing Committee on Pro Bono and Public Service
Emailed to Greensboro's City Council and Legal Department on January 2, 2025
Dear City of Greensboro Legal Department and City Council;
“Civil Procedure/Court Procedures
City of Greensboro Conflict of Interest Issues
Asked on October 22, 2025 at 12:04 PM EDT
Opposing Parties; City of Greensboro
I represent a nonprofit, Public Integrity Watch, seeking legal clarification regarding conflict of interest rules for a municipal council member in Greensboro North Carolina. We want to ensure our analysis of a specific situation is legally sound.
The situation involves Zack Matheny, a Councilman, who is also the CEO of Downtown Greensboro Inc.(DGI), who voted to approve contracts and appropriations for Samet Corp. We believe a conflict of interest exists due to the following objective facts;
Financial Influence; The CEO of Samet Corp (”Mr. Samet”) sits on the board of DGI, that controls the Councilman’s salary, benefits, and employment.
Financial Support; Samet Corp is a financial “Silver Partner” sponsor of DGI.
Campaign Contribution; Mr. Samet personally donated to the Councilman’s city council campaign.
We have concluded that the Councilman should have recused himself from the vote. Our position is based on;
City of Greensboro Policy B-22, which prohibits votes that create an “apparent conflict of interest” and bars officials from voting on contracts in which they have a “direct or indirect financial interest.”
N.C. Gen. Stat. § 160A-86(b), which explicitly authorizes cities to adopt ethics rules “more stringent” than state law.
Guidance and Precedent from the UNC School of Government and cases like King v. Chapel Hill, which confirm that local governments can enforce stricter ethics standards than the state minimum.
The City Attorney has argued that state law sets the ultimate standard.
My specific legal questions for you are;
Given the relationships described, do the facts create a legally recognizable (or apparent) conflict of interest for the Councilman under the City of Greensboro’s own ethics policy?
Is our interpretation of N.C. Gen. Stat. § 160A-86(b) correct, that the City of Greensboro’s ethics policy (B-22), which prohibits “apparent” conflicts, is a valid and enforceable “more stringent” standard?
Was the Councilman legally required to recuse himself from voting on the contracts for Samet Corp?
Greensboro’s Ethics Code Holds Council Members to a Higher Standard Than State Law
When a city council member casts a vote that could benefit someone with power over their own paycheck, it’s more than bad optics, it’s an ethical violation.
From Volunteer Attorney 53015
January 2 at 2:57 PM EST
Hi George,
Based on what you’ve laid out and the authorities you’re relying on, you’re on solid ground.
Consider the following:
1. Do these facts create a conflict (or “apparent conflict”) under Policy B‑22?
Taking Policy B‑22 as you’ve summarized it — prohibiting votes that create an “apparent conflict of interest” and barring votes on contracts in which the member has a “direct or indirect financial interest” — the relationships you describe are exactly the kind of situation such a policy is aimed at:
The councilmember’s salary and employment are controlled by a nonprofit (DGI) whose board includes the CEO of Samet.
Samet is also a financial sponsor of DGI.
The CEO of Samet is a campaign contributor to the councilmember.
Those facts create at least:
A strong “apparent conflict”: A reasonable member of the public could doubt the councilmember’s independence when voting on Samet contracts, given that Samet’s CEO helps oversee his employment and that Samet financially supports the organization that pays him and his campaign. That’s the textbook scenario for an “appearance of conflict” standard.
A plausible “indirect financial interest”: The councilmember’s compensation from DGI is not literally paid by Samet, but DGI’s fiscal health and governance are influenced by a board on which Samet’s CEO sits, and Samet is a sponsor. It’s at least arguable that favorable treatment of Samet (who is both a donor to DGI and to the councilmember’s campaign) could have an indirect effect on the councilmember’s financial interests.
As an interpretive matter, your conclusion that the facts create an “apparent conflict” under B‑22 is well within the reasonable range and is legally defensible.
2. Is B‑22 a valid “more stringent” standard under G.S. 160A‑86(b)?
On this point your reading is well supported:
UNC School of Government guidance expressly says the statutory conflict provisions set a floor, not a ceiling, and that local governments may adopt more stringent local ethics requirements, including additional conflict‑of‑interest standards. See, for example, the UNC SOG conflicts guidance (Benjamin Hitchings & Adam Lovelady, “Conflicts of Interest,” 2020), which states that “a local government may establish more stringent local ethics requirements” and may “add stricter conflict provisions” beyond state minimums:
UNC SOG’s ethics microsite similarly explains that G.S. 160A‑86 requires adoption of a local code of ethics and contemplates local boards using those codes to guide conduct over and above baseline law:
The Public Integrity Watch piece you cited collects that UNC guidance and ties it to King v. Town of Chapel Hill, 367 N.C. 400 (2014), noting that a local ordinance is valid unless it “expressly conflicts with state law or clearly frustrates the purpose of a state statute,” and that local ethics rules can be more restrictive so long as they do not legalize what the state forbids or forbid what the state requires:
That is consistent with North Carolina’s general approach: state law sets minimum ethics/conflict standards; local governments can layer on stricter rules, provided they don’t contradict state law.
So as a matter of authority to adopt B‑22, your reading of G.S. 160A‑86(b) is sound. A local code that bars “apparent conflicts” is a classic example of a “more stringent” ethics rule that is valid so long as it doesn’t conflict with a specific state mandate.
3. Was the councilmember legally required to recuse?
Here you have to separate two different questions:
Ethical/municipal law standard under B‑22 – Did the code itself call for recusal?
Remedy / enforceability – Does that translate into a legally enforceable duty with consequences such as invalidating the vote?
On (1) – applying B‑22 on its own terms, and assuming it:
Prohibits voting where there is an “apparent conflict of interest,” and Bars participation where the member has a “direct or indirect financial interest” in the contract, then there is a strong argument that the councilmember should have recused, at least under the “apparent conflict” clause, and arguably under the “indirect financial interest” clause given the DGI/Samet/employment/campaign triangle.
On (2) – whether he was legally required to recuse in the sense that:
The vote is void or voidable, or A court would order recusal or impose a legal remedy, the picture is more nuanced:
State law (e.g., the general criminal conflict statute, G.S. 14‑234, and duty‑to‑vote concepts) is primarily concerned with direct and substantial financial interests. Your fact pattern is more attenuated (indirect influence via a nonprofit employer and donor), which makes it less clear that it violates state conflict statutes, even if it clearly raises ethical concerns.
Local ethics codes adopted under G.S. 160A‑86 are generally viewed (including by UNC SOG) as aspirational and internal‑governance tools. They support censure, public criticism, and internal discipline, but North Carolina law is not clear that a violation of a local ethics code, by itself, gives rise to:
A private cause of action, or Automatic invalidation of the vote.
King v. Chapel Hill and related cases confirm that local governments can regulate more strictly than the state so long as they don’t conflict with state law, but they do not automatically convert ethics policies into judicially enforceable recusal mandates.
Putting that together:
Ethically and under Greensboro’s own B‑22 standard, your position that the councilmember should have recused is well grounded and consistent with both the text you’ve described and the policy rationale behind G.S. 160A‑86.
You have a strong policy and statutory‑authority argument that (a) B‑22 is valid and more stringent than state law, and (b) the facts present at least an “apparent conflict” under that policy.
Please note that the foregoing is general information based on publicly available sources (including UNC School of Government materials and the article at ), not legal advice to you or your nonprofit, and it doesn’t create an attorney‑client relationship. For anything you plan to publish or litigate, it would be worth having NC counsel review B‑22’s exact text, the City Charter, and the specific votes at issue to tighten your conclusions and assess possible remedies (declaratory relief, ethics complaint, censure, etc.).”
Thanks,
g
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