If an elected member of a town or city board has a conflict of interest with respect to a matter before the board that involves his own financial interest or that of a partner, an immediate family member, a business organization with which the board member has certain affiliations, or a person or organization with whom the board member is negotiating or has any arrangement concerning future employment, that member will be disqualified from participating as a board member in that matter.1/ In some cases, especially when more than one member is disqualified, a board cannot act because it does not have a quorum or some other number of members required to take a valid affirmative vote.  (If the number for a quorum is not set by law, a quorum is generally a majority of the board members.)  In these circumstances, the board may be able to use the rule of necessity to permit the participation of the disqualified member(s) in order to allow the board to act.  Individual elected officials, such as the mayor of a municipality or a constitutional officer, also may be able to use the rule of necessity in order to carry out legally-required actions that would otherwise be barred by the conflict of interest law.
The rule of necessity is not a law written and passed by the Legislature.  Rather, the rule of necessity was developed by judges who applied it in their court decisions.  The rule of necessity may only be used as a last resort.  The rule should be used only upon prior written advice from town or city counsel because improper use of the rule could result in a violation of the conflict of interest law.
The rule of necessity works as follows:
1. When used by an elected board member, the rule of necessity may be used only when an elected board is legally required to act on a matter and it lacks enough members to take valid official action solely due to board members being disqualified by conflicts of interest from participating in the matter.
Example:  A five-member elected board has a meeting and all members are present.  Three of the five members have conflicts in a matter before the board in which the board is legally required to act.  Three members are the quorum necessary for a decision.  The two members without conflicts do not constitute a quorum.  The board cannot act.  The rule of necessity will permit all members to participate in that matter

Jeff Bennett.