Ethics Commission

ETHICS COMMISSION MEMBERS Carolyn Braun Peter Goldman Tuesday, October 28, 2025 at 6:00 PM Jennifer Goodwin Via Zoom William Hayward Maria Maffucci Rosemary Paine Jennifer Wriggins REMOTE ACCESS INFORMATION: https://portlandmaine-gov.zoom.us/j/84432517532?pwd=3Beeaa67m3EThvpV6w0WTW1jWz2lFa.1 The Ethics Commission will conduct this meeting remotely via Zoom pursuant to the Remote Meeting Policy. Allow your computer to install the free Zoom app to get the best meeting experience. If you are not able to attend live either in person or via Zoom, a recording will be available in the Agenda Center following the meeting. For public comment via Zoom, you will need to use the "raise your hand" feature. To raise your hand via the telephone, please hit *9. You will be unmuted by the host when it is time for public comment. https://portlandmaine-gov.zoom.us/j/84432517532?pwd=3Beeaa67m3EThvpV6w0WTW1jWz2lFa.1 PUBLIC COMMENT INFORMATION: To submit written public comment on an agenda item, email ethics@portlandmaine.gov. Submissions must be received by 12:00 pm the day before the Ethics Commission meeting to guarantee their inclusion in the agenda packet. All submissions must include the commenter's name and legal address. To help ensure your comment is submitted for the correct item, please include the name of the agenda item (see below). AGENDA: 1. Call to Order 2. Roll Call 3. Approval of Minutes from Previous Meeting i. Ethics Meeting- Tuesday, September, 30, 2025 4. Unfinished Business i. Draft Code of Ethics (Continued) Review of the Intro Section Review of the Conflict of Interest Section 5. Hour Mark-10 Minute Recess 6. New Business 1 Page 1 7. Public Comment i. Members of the public may speak on any item on the agenda for 3 minutes. 8. Next Meeting Date i. Tuesday, November 25, 2025 9. Adjourn 2 Page 2  City of Portland-Ethics Commission Meeting Date: Wednesday, August 27, 2025 at 5:00 pm-Meeting Minutes Attendees Carolyn Braun, Peter Goldman, Jennnifer Goodwin, Will Hayward, Jennifer Wiggins Not present: Maria Maffucci, Rosemary Paine Staff: Rachel Millette, Associate Corporation Counsel Agenda 1. Call to Order Peter Goldman (Chair) called the meeting to order at 6:01 pm 2. Approval of Minutes from Previous Meeting, August 27, 2025 Minutes were unanimously approved as submitted 3. Unfinished Business I. Draft Code of Ethics (Continued) ​ Peter asked Rachel if the Commission could have Word versions of the ethics codes. Rachel will send Word versions of Portland Codes and will get permission from the other communities. ​ Participation from the public: The committee received 1 document. We will address how to invite and accept input in New Business, later tonight. -Begin to create Code of Ethics: Carolyn suggested that the commission look at the Minneapolis Code 8:18 - 13:14 Clarification of the Commission’s oversight and purpose 13:41 - 39:03 Discussion on where to begin, what will be included, what will be the process and who is the audience regarding the Code of Ethics: 39:22 - 54:55 Creating a draft: Intro: Will Hayward, Jennifer Goodwin Page 3  Standards of Conduct Conflict of Interest: Peter Goldman, Carolyn Braun Confidential information Disclosure Statement Consequences for violations 1:06:00 - 1:22:19 Draft (con’t) ​ Conflict of Interest: Peter Goldman, Carolyn Braun Will suggested that the creators of this section be mindful of what is included in the present code, since it will be repealed by the new Code. Rachel suggested that the writers be mindful of two clear legal pieces : statute 30AMRS2605, Charter provision article 7:1 4.The Chair calls for a 10-minute recess at the hour mark 5. Next Steps: Begin to develop the Code Peter suggested, and commission members agreed that Commissioners might focus on the following codes and distill out the best features 1. The current COE of City Council 2. School Board ethics code 3. Cape Elizabeth 4. Bangor 6. New Business 1:23:00 - 1:33:11 Public Comment Process ​ At end of meeting, 3 minutes/person Future agenda: Accountability officer 7. Next Meeting Date i. Tuesday, October 28, 2025 (Via zoom) 8. Meeting adjourned at 7:30 Page 4  City of Portland Maine Code of Ethics Overview/Preamble The City of Portland Maine government exists to serve the people of Portland. In order to do so effectively, the people must have confidence and trust in the integrity of their city government. They deserve elected and appointed officials, and city employees who maintain the highest ethical principles and avoid misconduct and conflicts of interest, apparent or real. Effective democracy depends on a government that is fair, ethical and accountable to the people it serves. The code of ethics is designed to promote high ethical standards and conduct, and to foster a healthy ethical culture throughout city government. The code defines city values and sets a clear, minimum expectation for performance in the service of the City of Portland. Inherently, high ethical standards may set forth tenets more rigorous than city or state laws and statutes. Page 5  DRAFT FOR DISCUSSION ONLY CITY OF PORTLAND, MAINE CONFLICT-OF-INTEREST POLICY Preamble Citizens’ faith in government and its even-handed application to all is fragile. Faith in government rests in part on the assumption that elected and appointed officials, and the government’s employees, will execute their duties fairly and without favoritism. It is the law in Maine that certain acts and proceedings of municipalities and quasi-municipal corporations, and their officials, are voidable and actionable if the act or proceeding is tainted by a conflict of interest. It is also the law in Maine that an impermissible conflict of interest may be direct or indirect and may be non- monetary as well as pecuniary. To head off – as much as possible – disputes that might trigger these laws or undermine the public’s trust in government, the City of Portland, Maine (“Portland” or the “City”) requires all compensated personnel, including but not limited to employees and independent contractors (collectively, “Employees”), to adhere to the provisions, terms and conditions of this Conflict-of-Interest Policy (“Policy” or “Conflicts Policy”). The City also requires all non-compensated persons associated with the City and acting in its name or on its behalf, including but not limited to elected officials, advisors, appointees, volunteers (collectively, “Officials”), to adhere to the provisions, terms and conditions of this Conflicts Policy. To be clear, and for the avoidance of doubt, adherence to the provisions, terms and conditions of this Conflicts Policy is a material requirement, and condition of, each Official’s and Employee’s association with the City. Policy Statement The City requires its Employees and Officials to avoid any relationship, activity, or ownership that might create a conflict between their personal interest and the interest of the City in any of its business dealings. The City expects its Employees and Officials to adhere to strict DRAFT FOR DISCUSSION ONLY PORTLAND Conflict-of-Interest Policy Page 1 of 6 Page 6  DRAFT FOR DISCUSSION ONLY standards of loyalty and ethics in avoiding situations that might be thought to influence their actions or prejudice their judgment in handling City business. They are expected to avoid allowing themselves to become obligated in any way to third parties, such as individuals and/or firms with which they deal, and to show no preference to third parties based on self or family or friendship interest. The possibility of a conflict is particularly sensitive for those Employees and Officials whose jobs or association with the City involve their making decisions for the City in its dealings with members of the public. The possibility of conflict exists as well for those advising the decision maker, who are in a position to influence or make recommendations concerning these decisions. Application A conflict of interest exists when the loyalties or actions of an Official or Employee are divided between the interests of the City and the interest of the Official or Employee. Both the fact and the appearance of a conflict of interest should be avoided. Duty of Care/General It is the Employee’s and the Official’s primary duty to represent the City at all times to the best of their ability. Therefore, no Employee or Official should become involved in any situation which would impair or interfere with this primary duty. While it is the responsibility of each individual Employee and Official to recognize conflict-of-interest situations, should they be in doubt as to any particular set of facts which might be deemed to present a conflict of interest, the question should be submitted in writing to senior management or City counsel, as appropriate. Questions Regarding Policy and Reporting of Violations Questions concerning this Conflicts Policy or its application in specific circumstances should be resolved with senior management and the City’s counsel before any action is taken. It is the responsibility of every Official and Employee to report to senior management or the City’s counsel any situation or DRAFT FOR DISCUSSION ONLY PORTLAND Conflict-of-Interest Policy Page 2 of 6 Page 7  DRAFT FOR DISCUSSION ONLY occurrence that is believed to be contrary to this Conflict-of-Interest Policy. Examples of Possible Conflicts It is not feasible to describe all the situations that could give rise to a conflict of interest, nor is it desirable to try to define exact limitations. The following examples are not intended to be exclusive, but to illustrate various kinds of situations that would ordinarily raise a question of conflict of interest. 1. Hearings, Voting and Dispositions. No Official or Employee shall participate in the hearing or disposition of any matter in which the Official or Employee has an interest. Any question of whether an Official or Employee has a conflict of interest sufficient for the Official or Employee to be recused shall be decided by senior management or City counsel, to whom the question of conflict shall be submitted by the Official or Employee within three (3) business days after the Official or Employee first learns of it. 2. Improper Influence. No Official or Employee may grant or deny permission to a third party to do a thing, or refrain from doing a thing, when such granting or denying decision is not based on the merits of the facts. 3. Confidential Information. a. Disclosure Prohibited. Disclosure of the City’s Confidential Information to outsiders or using Confidential Information for personal profit or advantage is prohibited. b. Definition of Confidential Information. “Confidential Information” shall mean any information in the City’s possession or control, or that comes into the City’s possession or control during or following the term of the Official’s or Employee’s association with the City, of any kind and in any form relating to any aspect of the City’s business, projects, plans, affairs, products, or services that is not generally known which by its disclosure would give the disclosing party a personal or competitive advantage. By way of illustration only and not as a limitation “Confidential Information” shall include strategies, designs, drawings, sketches, models, prototypes, patterns, notes, memoranda, letters, emails, papers, charts, data, documentation, code, firmware, formulae, discussions, plans, software, programs, algorithms, know-how, branding and/or marketing materials, and information developed by the City or developed by third parties for the City DRAFT FOR DISCUSSION ONLY PORTLAND Conflict-of-Interest Policy Page 3 of 6 Page 8  DRAFT FOR DISCUSSION ONLY or submitted by them to the City and any documents or things marked “CONFIDENTIAL”. c. Non-fixed Media. Confidential Information can and often does exist in forms not fixed in any medium, such as conversations and discussions. To be clear, it is the content of the information, not its form, that determines whether the information is Confidential Information. When in doubt whether the information is Confidential Information, Employees and Officials should treat the information as Confidential Information. d. Irreparable Harm. Each Official and Employee acknowledges that the Confidential Information is the valuable property of the City and is a valuable trade secret of the City. Each Employee and Official further acknowledges that any disclosure or unauthorized use of the City’s Confidential Information will cause irreparable harm and loss to the City, or to the party entrusting the Confidential Information to the City, for which monetary damages would be inadequate compensation. e. Duty of Confidentiality. Each Employee and Official understands and agrees that by executing this Conflicts Policy the Employee or Official is entering into a special relationship with the City imposing a duty of confidentiality upon the Employee and Official. 4. Insider Information. “Insider Information” is a form of Confidential Information. Insider Information is non-public information which comes to Employees during the course of their employment or Officials in the course of their association with the City. Officials and Employees shall not use any Insider Information, or reveal it to others who may use it, in connection with business transactions related to the City or contemplated by the City. This applies not only to non-public information relating to the City, but also to non-public information relating to third parties such as individuals or businesses. 5. Contracts; Personal Investments. a. General. A conflict could exist through the ownership, directly or indirectly, by an Employee or Official with substantial financial interest in any outside concern which does or seeks to do business with the City, or to furnish it services regarding which the Employee DRAFT FOR DISCUSSION ONLY PORTLAND Conflict-of-Interest Policy Page 4 of 6 Page 9  DRAFT FOR DISCUSSION ONLY or Official has authority to make any decisions or recommendations or could have any influence. In Maine, for the purposes of a determination of conflict of interest, a “substantial financial interest” constitutes ten percent (10%) or more of the outside concern. In any such case, the circumstances must be fully disclosed to and approved in writing by the corporate officer or City counsel having jurisdiction over the Employee’s or Official’s activity in order for the activity not to be prohibited. b. Business Opportunities. In addition, no Employee or Official should acquire any participating interest, direct or indirect, in any entity or venture when it is known, or they know, or they reasonably should know, that the City may take or is taking steps to acquire any interest in such entity or venture. c. Ownership or Participation. For purposes of this Conflicts Policy, ownership or participation by the spouse or other family relation of an Employee or Official shall be considered as ownership or participation by the Employee or Official, absent a clear showing that this is not the case, supported by the written approval of senior management or City counsel, as appropriate. 6. Employment. a. Outside Employment and Consulting. Employment by, or rendering consulting services to, any outside concern which does or may do business with the City or is a competitor of the City, except as a representative of the City or with its written consent, is prohibited. b. Outside Business Activities. Employees and Officials shall not engage in outside business activities or employment incompatible with the City’s right to the Employee’s and/or the Official’s time and efficient service. 7. Outside Business Directorships. No Employee or Official may serve as a director of any outside business concern, other than on behalf of the City, except with the written approval of the City’s corporate officer or counsel having jurisdiction over the Employee’s or Official’s activity. General Undertakings DRAFT FOR DISCUSSION ONLY PORTLAND Conflict-of-Interest Policy Page 5 of 6 Page 10  DRAFT FOR DISCUSSION ONLY The Employee or Official signing below acknowledges and agrees that they have undertaken a special duty of confidentiality, care and loyalty to the City as provided in this Conflicts Policy. The Employee or Official signing below further agrees that the duties they have undertaken shall remain in full force and effect for one (1) year following the termination of their employment or other relationship with the City. Employees and Officials who sign this Conflicts Policy understand and agree that, by signing below, they have read and understood the Policy and have agreed to its provisions, terms and conditions. SIGNATURE: ______________________________________ NAME: __________________________________________ TITLE: __________________________________________ DATE: __________________________________________ 30-A MRS §2605 et seq. DRAFT FOR DISCUSSION ONLY PORTLAND Conflict-of-Interest Policy Page 6 of 6 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22