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                                                  House Calendar No. 75


115th Congress  }                                            { Report

                       HOUSE OF REPRESENTATIVES 
  1st Session   }                                            { 115-271
_______________________________________________________________________


                      IN THE MATTER OF ALLEGATIONS

               RELATING TO REPRESENTATIVE ROGER WILLIAMS

                               __________

                              R E P O R T

                                 of the

                          COMMITTEE ON ETHICS

              
              [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]


   August 1, 2017.--Referred to the House Calendar and ordered to be 
                                printed
                                
                                
                              ________
                        
                  U.S. GOVERNMENT PUBLISHING OFFICE
                
69-006                    WASHINGTON: 2017                                
                                



                                
                                
                          COMMITTEE ON ETHICS

Susan W. Brooks, Indiana             Theodore E. Deutch, Florida
    Chairwoman                           Ranking Member
Patrick Meehan, Pennsylvania         Yvette D. Clarke, New York
Trey Gowdy, South Carolina           Jared Polis, Colorado
Kenny Marchant, Texas                Anthony Brown, Maryland
Leonard Lance, New Jersey            Steve Cohen, Tennessee

                              Report Staff

              Thomas A. Rust, Chief Counsel/Staff Director
            Patrick M. McMullen, Director of Investigations
               Megan H. Savage, Counsel to the Chairwoman
            Daniel J. Taylor, Counsel to the Ranking Member
                        David W. Arrojo, Counsel
                     Molly N. McCarty, Investigator
                   Michael Koren, Investigative Clerk
                   


                   
                   
                   
                         LETTER OF TRANSMITTAL

                              ----------                              


                     ONE HUNDRED FIFTEENTH CONGRESS

                          House of Representatives,
                                       Committee on Ethics,
                                    Washington, DC, August 1, 2017.
Hon. Karen L. Haas,
Clerk, House of Representatives,
Washington, DC.
    Dear Ms. Haas: Pursuant to clauses 3(a)(2) and 3(b) of Rule 
XI of the Rules of the House of Representatives, we herewith 
transmit the attached report, ``In the Matter of Allegations 
Relating to Representative Roger Williams.''
            Sincerely,
                                   Susan W . Brooks,
                                           Chairwoman.
                                   Theodore E. Deutch,
                                           Ranking Member.
                                           
                                           
                                           



                                           
                                           
                            C O N T E N T S

                              ----------                              
                                                                   Page
  I. INTRODUCTION.....................................................1
 II. PROCEDURAL BACKGROUND............................................2
III. HOUSE RULES, LAWS, REGULATIONS, AND OTHER STANDARDS OF CONDUCT...2
 IV. BACKGROUND.......................................................3
          A. REPRESENTATIVE WILLIAMS' AUTO DEALERSHIP............     4
          B. REPRESENTATIVE WILLIAMS' INVOLVEMENT WITH THE FAST 
              ACT AND THE WILLIAMS AMENDMENT.....................     5
  V. FINDINGS.........................................................9
 VI. CONCLUSION......................................................17
VII. STATEMENT UNDER HOUSE RULE XIII, CLAUSE 3(C)....................18
APPENDIX 1: REPORT AND FINDINGS OF THE OFFICE OF CONGRESSIONAL 
  ETHICS (REVIEW NO. 15-1202)....................................    19
APPENDIX 2: REPRESENTATIVE WILLIAMS' SUBMISSION..................    63
APPENDIX 3: EXHIBITS TO COMMITTEE REPORT.........................    96








115th Congress }                                            {   Report
                        HOUSE OF REPRESENTATIVES
 1st Session   }                                            {  115-271

======================================================================



 
 IN THE MATTER OF ALLEGATIONS RELATING TO REPRESENTATIVE ROGER WILLIAMS

                                _______
                                

   August 1, 2017.--Referred to the House Calendar and ordered to be 
                                printed

                                _______
                                

         Mrs. Brooks of Indiana, from the Committee on Ethics, 
                        submitted the following

                              R E P O R T

    In accordance with House Rule XI, clauses 3(a)(2) and 3(b), 
the Committee on Ethics (Committee) hereby submits the 
following Report to the House of Representatives:

                            I. INTRODUCTION

    On May 13, 2016, the Office of Congressional Ethics (OCE) 
transmitted to the Committee a Report and Findings (OCE's 
Referral) regarding Representative Williams. OCE reviewed 
allegations that Representative Williams may have improperly 
taken official action on a matter in which he had a personal 
financial interest when he offered an amendment to surface 
transportation legislation known as the FAST Act during the 
114th Congress. Representative Williams, who owns a Texas 
automobile dealership, introduced his amendment (the Williams 
Amendment) that sought to exempt dealerships from a provision 
in the FAST Act that prohibited the renting or loaning of 
vehicles subject to safety recalls.
    OCE found that there was substantial reason to believe that 
Representative Williams' personal financial interest in his 
auto dealership may have--or could be perceived to have--
influenced his performance of official duties, in violation of 
federal law and House rules.\1\ For that reason, OCE 
recommended that the Committee further review these 
allegations.
---------------------------------------------------------------------------
    \1\See Report and Findings of the Office of Congressional Ethics 
(Review No. 15-1202) (Appendix 1).
---------------------------------------------------------------------------
    The Committee did further review the allegations. Following 
its review, the Committee concluded that the evidence is 
insufficient to warrant further action against Representative 
Williams. While the Committee concluded that the Williams 
Amendment could have affected Representative William's personal 
financial interests, the totality of the circumstances 
surrounding Representative Williams' actions did not create a 
reasonable inference of improper conduct in this matter. 
However, the Committee would like to emphasize its longstanding 
guidance that a Member who is considering introducing 
legislation or taking other official actions, beyond voting, 
that could affect the Member's personal financial interests 
should contact the Committee before doing so. In this case, 
while the Committee would have advised Representative Williams 
that he was not prohibited from introducing the Williams 
Amendment, it might have made Representative Williams aware of 
several potential issues, including the possibility that 
members of the public, the press, and others could raise 
questions about Representative Williams' actions. In fact, that 
is precisely what happened.\2\ Consulting the Committee might 
have had an additional benefit of interest to all Members, and 
to the House as a whole: the avoidance of multiple, ultimately 
unnecessary, ethics investigations.
---------------------------------------------------------------------------
    \2\See Exhibit 1 (November 18, 2015 report published by the Center 
for Public Integrity and Texas Tribune) (Appendix 3); Letter from 
Campaign Legal Center to OCE, November 23, 2015, available at http://
www.campaignlegalcenter.org/document/us-house-letter-clc-urging-house-
ethics-committee-and-office-congressional-ethics-review (last accessed 
July 27, 2017).
---------------------------------------------------------------------------
    The Committee's general recommendation to consult it aside, 
the Committee found no violation of any law, rule, regulation, 
or other standard of conduct in this case. Accordingly, the 
Committee unanimously voted to dismiss this matter, publish 
this Report, and take no further action. Upon publication of 
this Report, the Committee considers the matter closed.

                       II. PROCEDURAL BACKGROUND

    OCE undertook a preliminary review of this matter on 
January 5, 2016. On February 4, 2016, OCE initiated a second-
phase review. On April 22, 2016, the OCE Board unanimously 
voted to adopt the Findings and refer the matter to the 
Committee with a recommendation for further review. The 
Committee received OCE's referral on May 13, 2016.
    The Committee reviewed materials provided by OCE. In 
addition, the Committee issued voluntary requests for 
information to Representative Williams and the Roger Williams 
Auto Mall. Both voluntarily provided documents and other 
information to the Committee. In total, the Committee reviewed 
over 1,000 pages of materials. The Committee also interviewed 
six witnesses, including Representative Williams, who fully 
cooperated with the Committee's investigation.
    On July 27, 2017, the Committee unanimously voted to 
release this Report and take no further action with respect to 
Representative Williams.

  III. HOUSE RULES, LAWS, REGULATIONS, AND OTHER STANDARDS OF CONDUCT

    General ethics principles prohibit a Member from using his 
or her congressional position for personal gain.\3\ House Rule 
III, clause 1, which specifically governs a Member's 
performance of legislative duties, states that Members may not 
vote on matters in which they have ``a direct personal or 
pecuniary interest.''\4\
---------------------------------------------------------------------------
    \3\See generally House Ethics Manual (2008) (hereinafter Ethics 
Manual) at 186-88.
    \4\Id. at 234.
---------------------------------------------------------------------------
    Two other rules govern a Member's official activity more 
generally. First, House Rule XXIII, clause 3, states that ``a 
Member . . . may not receive compensation and may not permit 
compensation to accrue to the beneficial interest of such 
individual from any source, the receipt of which would occur by 
virtue of influence improperly exerted from the position of 
such individual in Congress.'' As prior Committee guidance on 
this rule explains, ``[i]f a Member seeks to act on a matter 
where he might benefit as a Member of a large class, such 
action does not require recusal. . . . By contrast, where a 
Member's action would serve his own narrow financial interests, 
the Member should refrain from acting.''\5\
---------------------------------------------------------------------------
    \5\House Comm. on Ethics, In the Matter of Allegations Relating to 
Representative Phil Gingrey, 113th Cong., 2nd Sess. 11-12 (2014) 
(hereinafter Gingrey).
---------------------------------------------------------------------------
    Second, Section 5 of the Code of Ethics for Government 
Service (Code of Ethics) states that ``[a]ny person in 
Government services should . . . never accept for himself or 
his family, favors or benefits under circumstances which might 
be construed by reasonable persons as influencing the 
performance of his governmental duties.'' Section 5 of the Code 
of Ethics also prohibits a government official from 
``discriminat[ing] unfairly by the dispensing of special favors 
or privileges to anyone, whether for remuneration or not[.]'' 
As the Committee has advised, a quid pro quo is not necessary 
to establish a violation of Section 5: ``the Committee has 
consistently prohibited acting on matters in which a Member has 
a financial interest precisely because the public would 
construe such action as self-dealing, whether the Member 
engaged in the action for that reason or not.''\6\ Thus, 
``[t]he only question is whether `reasonable persons' `might 
construe' [a Member's interest] as influencing the performance 
of his government duties'' or whether ``the public might, and 
reasonably could, view [the official action] as motivated by 
his substantial [financial interest].''\7\
---------------------------------------------------------------------------
    \6\Id. at 18 (citing House Comm. on Ethics, In the Matter of 
Allegations Relating to Representative Shelley Berkley, 112th Cong., 
2nd Sess. 55 (2012) (hereinafter Berkley)).
    \7\Id. at 20-21.
---------------------------------------------------------------------------
    In providing additional guidance regarding these standards, 
the Ethics Manual notes that Member actions such as sponsoring 
legislation ``entail a degree of advocacy above and beyond that 
involved in voting.''\8\ Thus, a ``Member's decision on whether 
to take any such action on a matter that may affect his or her 
personal financial interest requires added circumspection.''\9\ 
Members considering taking official action other than voting on 
a matter affecting their financial interests are advised to 
``first contact the [Ethics] Committee for guidance.''\10\
---------------------------------------------------------------------------
    \8\Ethics Manual at 237.
    \9\Id.
    \10\Id.
---------------------------------------------------------------------------
    Finally, House Rule XXIII, clauses 1 and 2, provide that a 
Member ``shall behave at all times in a manner that shall 
reflect creditably on the House,'' and ``shall adhere to the 
spirit and the letter of the Rules of the House.''

                             IV. BACKGROUND

    Representative Roger Williams is the Representative for 
Texas' 25th District. He has held that position since 2013. In 
the 114th Congress, he served on both the Financial Services 
and Transportation and Infrastructure Committees.

              A. REPRESENTATIVE WILLIAMS' AUTO DEALERSHIP

    Representative Williams is the lone shareholder of the JRW 
Corporation, a private firm which, through its holdings in 
various limited liability companies and partnerships, wholly 
owns the Roger Williams Chrysler Dodge Jeep dealership (also 
known as the Roger Williams Auto Mall, or ``Auto Mall''), 
located in Weatherford, Texas. Before his election to Congress, 
Representative Williams served as CEO of the dealership, which 
his father originally founded in 1939. After Representative 
Williams was elected to Congress, he ceded operational control 
of the Auto Mall to family members, including his daughters, 
who earn commissions from the dealership, and his wife, who 
draws a salary for her work. Representative Williams 
occasionally leads sales meetings at the Auto Mall on 
weekends.\11\
---------------------------------------------------------------------------
    \11\18(a) Interview of Representative Roger Williams.
---------------------------------------------------------------------------
    Though Representative Williams is no longer involved in the 
Auto Mall's daily operations, he has retained all of his 
personal holdings in the business. According to information 
Representative Williams provided to the Committee, the Auto 
Mall generated approximately $63,000,000 in gross revenue in 
2015. Representative Williams' November 2015 financial 
disclosure reported that the JRW Corporation--the Auto Mall's 
lone shareholder--was valued at between $25,000,001 and $50 
million. Representative Williams' 2015 financial disclosure 
form indicates that, while he has other investments in the form 
of real estate holdings, individual stocks, and brokerage 
accounts, the JRW Corporation's assets account for at least 
half of his overall investment portfolio.
    In addition to its sales, the Auto Mall services 
automobiles and provides customers with two options for 
replacing their vehicle while in service. First, the Auto Mall 
facilitates car rentals with third-party rental companies, 
which rent cars to Auto Mall customers at a reduced rate. Such 
rentals are provided at either the customer's own expense, or 
are fully covered by the auto manufacturer or an extended 
warranty company. Where customer rental fees are covered by the 
manufacturer or extended warranty company, the Auto Mall pays 
the rental bill on the customer's behalf, adds the cost to the 
customer's overall service bill, and later receives a 
reimbursement from the manufacturer or extended warranty 
company.
    Second, the Auto Mall uses eight vehicles as loaner 
vehicles offered to its customers.\12\ In 2015, when 
Representative Williams offered the Williams Amendment, the 
Auto Mall's loaner fleet consisted of six Model Year 2015 
Chrysler 200s and two Model Year 2014 Chrysler 300s.\13\ 
Representative Williams told Committee staff that he believes 
that the loaner program encourages customers to have their 
vehicles serviced at the Auto Mall, though no analysis or 
accounting has been performed to quantify any benefits that 
inure to the dealership from the program.\14\ Neither the Auto 
Mall nor any third party charges--or has ever charged--
customers to use these vehicles. Though the Auto Mall 
occasionally receives de minimis reimbursements from the 
manufacturer for costs associated with maintenance of its 
loaner vehicles, the Auto Mall otherwise pays all vehicle 
costs, including interest expenses related to financing. 
According to the Auto Mall, the dealership generates no direct 
profit from its loaner program. In fact, the program operated 
at a net loss of $40,000 in 2015.\15\
---------------------------------------------------------------------------
    \12\July 22, 2016 Joint Response from Representative Roger Williams 
and Williams Chrysler, Ltd. d/b/a Roger Williams Auto Mall (hereinafter 
``July 22, 2016 Joint Response'') at 4 (Appendix 2).
    \13\Id. at Appendix F to July 22, 2016 Joint Response.
    \14\18(a) Interview of Representative Roger Williams.
    \15\July 22, 2016 Joint Response at 4 (Appendix 2). This figure 
would not include any ``loss leader'' benefits to the dealership, such 
as attracting or retaining customers for repair and maintenance 
services.
---------------------------------------------------------------------------

   B. REPRESENTATIVE WILLIAMS' INVOLVEMENT WITH THE FAST ACT AND THE 
                           WILLIAMS AMENDMENT

    In January 2015, Representative Williams co-sponsored--and 
the House passed--H.R. 22, a bill dealing with veterans 
issues.\16\ As the bill was being considered in the Senate, 
various provisions relating to the reauthorization of federal 
surface transportation programs, including some tax measures, 
were incorporated. Those provisions were added to the existing 
House bill, rather than introduced as independent legislation, 
in order to comply with the constitutional requirement that 
revenue measures originate in the House.\17\ The modified bill, 
which became known as the FAST Act, passed the Senate in July 
2015 and then proceeded to the House for deliberation.
---------------------------------------------------------------------------
    \16\ https://www.congress.gov/bill/114th-congress/house-bill/22/
cosponsors?q=%7B%22search 
%22%3A%5B%22HR+22%22%5D%7D&r=2&overview=closed#tabs (last accessed July 
27, 2017).
    \17\U.S. Const., Art. I, Section 7, cl. 1.
---------------------------------------------------------------------------
    The Senate bill included a provision that prohibited any 
``rental company'' from renting its customers any vehicle that 
was the subject of any open safety recall, and required that 
vehicle to be removed from service.\18\ The legislation defined 
``rental company'' as any entity that ``(A) is engaged in the 
business of renting covered rental vehicles; and (B) uses for 
rental purposes a motor vehicle fleet of 5 or more covered 
rental vehicles.''\19\ A rental company that failed to ground a 
recalled vehicle would face a penalty of up to $21,000 for each 
individual motor vehicle safety violation, up to a maximum 
penalty of $105 million for a series of violations.
---------------------------------------------------------------------------
    \18\Exhibit 2 at 2 (Appendix 3).
    \19\Id.
---------------------------------------------------------------------------
    The National Automobile Dealers Association (NADA), an 
advocacy group for franchised automobile and truck dealerships, 
opposed the FAST Act. Even though the legislation lacked any 
explicit reference to auto dealers or their loaner fleets, NADA 
feared that the bill's definition of a ``rental company'' might 
be read to include dealerships with loaner car programs, which 
would in turn subject dealers to the ``provision that says that 
rental cars that are on a recall list must be grounded (not 
driven or rented).''\20\ This concern was magnified by the lack 
of any limit on the scope or nature of a recall required to 
trigger compliance with the Act; thus, according to the NADA, 
dealers might be required to ground vehicles for minor defects 
that posed no immediate safety concern, such as a missing 
airbag warning sticker or an incorrect phone number in the car 
owner's manual.\21\ Moreover, NADA feared that dealers might 
face additional liability beyond the direct penalties imposed 
by the FAST Act, as any violations of that (federal) law could 
give rise to independent causes of action under state unfair 
deceptive practices statutes.\22\
---------------------------------------------------------------------------
    \20\Exhibit 3 at 1 (Appendix 3).
    \21\Exhibit 4 (Appendix 3); 18(a) Interview of NADA Official.
    \22\18(a) Interview of NADA Official.
---------------------------------------------------------------------------
    NADA's Vice President for Legislative Affairs (NADA 
Official) explained to Committee staff his personal basis for 
believing that the FAST Act might apply to dealership loaner 
fleets, despite the lack of explicit language to that effect in 
the bill. He stated that dealerships typically require 
customers who borrow loaner vehicles to sign a ``rental 
agreement,'' even where no money is paid for the vehicle's 
use.\23\ Based on the title of that standard form, the NADA 
Official believed that, in litigation, a court could conclude 
that a loaner vehicle was ``part of a rental fleet,'' and thus 
any vehicle subject to any recall could be grounded.\24\ 
However, the NADA Official told Committee staff that it was 
nonetheless ``unclear to [him] if loaner vehicles are actually 
within the scope of the legislation,'' given that ``loaner 
vehicles'' were, by definition, loaned out and not rented.\25\
---------------------------------------------------------------------------
    \23\Id.
    \24\Id.
    \25\Id.
---------------------------------------------------------------------------
    After a failed attempt to introduce an amendment to the 
bill in the Senate, NADA began seeking sponsors for a House 
amendment to expressly limit the FAST Act's application to 
automobile dealers. Representative Williams immediately emerged 
as a likely candidate. NADA had previously worked with 
Representative Williams on various financial services bills 
relating to dealer-assisted financing, and the NADA Official 
told Committee staff that he would ``periodically'' contact 
Representative Williams' office on legislation before the 
Financial Services Committee.\26\ However, such contact was 
sporadic; the NADA Official stated that he ``could go 6 months 
without talking to his office.''\27\ To the NADA Official, 
Representative Williams was a logical spokesperson to support a 
FAST Act amendment: as a car dealer who ``knows the business of 
automotive retailing,'' he would be able to immediately discern 
the bill's negative impact on dealers.\28\ The NADA Official 
also described Representative Williams as a ``very hard 
worker'' who would be able to manage the potential time 
constraints that would follow from amendment sponsorship.\29\
---------------------------------------------------------------------------
    \26\Id.
    \27\Id.
    \28\Id.
    \29\Id.
---------------------------------------------------------------------------
    On October 29, 2015, the NADA Official emailed 
Representative Williams' Legislative Director, explaining that 
auto dealers ``potentially have a major problem'' with the FAST 
Act and asking whether the Congressman would consider 
sponsoring a legislative fix.\30\ Representative Williams' 
Legislative Director promptly emailed his Deputy Chief of Staff 
and asked him to contact the NADA Official to discuss a 
potential amendment. The NADA Official briefed Representative 
Williams' Deputy Chief of Staff soon thereafter, explaining how 
dealerships could be affected by the FAST Act and how the 
amendment would exclude dealers and loaner fleets from the 
regulation.\31\
---------------------------------------------------------------------------
    \30\Exhibit 5 (Appendix 3).
    \31\18(a) Interview of Staffer A.
---------------------------------------------------------------------------
    Before these communications between the NADA Official and 
Representative Williams' staff, Representative Williams had not 
contemplated introducing any amendments to the FAST Act.\32\ 
Nor was Representative Williams or anyone on his staff aware 
that the FAST Act might be construed to apply to loaner 
vehicles offered by automobile dealerships to their 
customers.\33\
---------------------------------------------------------------------------
    \32\18(a) Interview of Staffer B (``[I]t was [Representative 
Williams'] first amendment that he had offered.'').
    \33\See, e.g., 18(a) Interview of Staffer A (NADA Official first 
explained to staffer that FAST Act might have applied to vehicles that 
car dealers loaned to customers; staffer did no independent research 
into legislation before that time).
---------------------------------------------------------------------------
    Later in the afternoon of October 29, the Deputy Chief of 
Staff met with Representative Williams to discuss both the 
amendment and his earlier conversation with the NADA Official. 
The Deputy Chief of Staff told Representative Williams that 
NADA wanted his help on the amendment because he was ``familiar 
with automobile dealerships.''\34\ Representative Williams 
agreed to sponsor the amendment, telling his Deputy Chief of 
Staff that it ``[s]ounds like a no-brainer.''\35\ The Deputy 
Chief of Staff stated that, in the FAST Act, Representative 
Williams saw a potential ``customer service issue'' in dealers 
being forced to ground vehicles over recall issues that did not 
pose immediate safety threats, and thus thought an amendment 
was important so that ``dealers weren't hurt [and] that small 
businesses weren't hurt by this regulation.''\36\
---------------------------------------------------------------------------
    \34\18(a) Interview of Staffer A.
    \35\Id.
    \36\Id.
---------------------------------------------------------------------------
    At around the same time, the NADA Official sent the Deputy 
Chief of Staff proposed amendment language.\37\ The one-word 
amendment sought to modify the FAST Act's definition of a 
covered ``rental company,'' by inserting the word ``primarily'' 
before the phrase ``engaged in the business of renting covered 
rental vehicles.''\38\ The amendment's stated effect was to 
exempt auto dealers, whose primary business is not to rent 
vehicles, from the recall provision contained in the FAST 
Act.\39\ When Committee staff asked the Deputy Chief of Staff 
whether he conducted any independent analysis at that time to 
determine whether the FAST Act applied to dealerships or to 
loaner vehicles, he explained that he ``just read the [bill] 
language and the language seemed pretty clear.''\40\ He also 
stated that he did not consider whether the exchange of payment 
for a loaned or rented vehicle would have impacted whether the 
FAST Act applied.\41\
---------------------------------------------------------------------------
    \37\Exhibit 6 at 1 (Appendix 3).
    \38\Id.
    \39\Id.
    \40\18(a) Interview of Staffer A.
    \41\Id.
---------------------------------------------------------------------------
    Representative Williams' Deputy Chief of Staff sent the 
amendment language as drafted by the NADA Official to the House 
Office of the Legislative Counsel, which reviewed the text to 
ensure that it conformed to the technical requirements needed 
for the amendment to be accepted by the Rules Committee and 
made in order.\42\ Neither Representative Williams' staff nor 
the Office of the Legislative Counsel made any substantive 
changes to the amendment language.
---------------------------------------------------------------------------
    \42\18(a) Interview of NADA Official; 18(a) Interview of Staffer A.
---------------------------------------------------------------------------
    The Deputy Chief of Staff was the ``point person'' on 
Representative Williams' staff for the amendment. The NADA 
Official provided him and another staffer with background 
materials, including draft talking points, a list of ``minor'' 
safety recalls that would potentially result in vehicles being 
grounded under the unamended FAST Act, and a draft floor speech 
for the Congressman to deliver in support of the amendment.
    On November 4, 2015, the Williams Amendment proceeded to 
the House floor for consideration. During deliberations on the 
amendment, Representative Williams delivered the floor speech; 
neither Representative Williams nor his staff appear to have 
made any substantive changes to its NADA-drafted language. 
Representative Williams began the speech by identifying himself 
as a ``second-generation auto dealer'' who had been in the 
dealership industry much of his life and knew it well.\43\ The 
speech also made clear that the Williams Amendment sought to 
exclude car dealerships from the FAST Act's ambit, stating: 
``[t]he definition in the underlying bill . . . is so broad 
that it sweeps up dealers who offer loaner vehicles or rentals 
as a convenience for their customers.''\44\ Representative 
Williams noted that the bill ``could make it impractical for 
small-business dealers to provide loaner or rental cars to 
their customers because it mandates vehicles be grounded for 
minor compliance matters with a minimal impact on safety, and 
that is not what Congress' intent is or should be.''\45\ He 
also highlighted potential costs that the FAST Act, if 
unamended, would impose on dealerships, including new 
government inspections, additional record-keeping requirements, 
and penalties.\46\
---------------------------------------------------------------------------
    \43\Exhibit 7 at 1 (Appendix 3).
    \44\Id.
    \45\Id.
    \46\Id.
---------------------------------------------------------------------------
    No co-sponsors signed onto the Williams Amendment. However, 
Representative Mike Kelly of Pennsylvania spoke briefly in the 
amendment's favor. Representative Kelly, who shared his own 
perspective as the owner of ``a third-generation automobile 
business'' that ``sold thousands of cars,'' stated that the 
FAST Act would disproportionately harm auto dealers.\47\ He 
also suggested that the Act could pose a relative benefit to 
rental car companies, who might capitalize on a dealer's loaner 
vehicles being grounded by renting non-recalled vehicles to 
that dealer's customers.\48\
---------------------------------------------------------------------------
    \47\Exhibit 7 at 2 (Appendix 3).
    \48\Id. (``And what will [rental companies] do with us when we take 
a car off the road'' They will say: `Send your customers to us and we 
will rent them a car.''').
---------------------------------------------------------------------------
    Representative Jan Schakowsky and former Representative 
Lois Capps spoke in opposition to the Williams Amendment, with 
the latter apparently sharing in the belief that the FAST Act 
would have applied to loaner vehicles offered by dealerships. 
Representative Capps stated that the Williams amendment would 
``needlessly exempt auto dealers from critical vehicle safety 
requirements,'' and she urged the House to oppose the amendment 
``to ensure all consumers can be confident that their rental 
car or their loaner car is safe to drive, regardless of whether 
they get it from a rental company or a dealership.''\49\
---------------------------------------------------------------------------
    \49\Id. at 1.
---------------------------------------------------------------------------
    The Williams Amendment passed the House by voice vote on 
November 4, 2015. The amendment, though it was included in the 
legislation sent to conference committee, was ultimately struck 
in conference. In its place, the enacted legislation contained 
different language that had a similar effect of exempting any 
``rental company'' with fewer than 35 vehicles from the recall-
related requirements.\50\
---------------------------------------------------------------------------
    \50\Pub. L. No. 114-94, Sec.  24109(b) (Dec. 4, 2015).
---------------------------------------------------------------------------
    There is no evidence that, prior to Representative 
Williams' introduction of the Williams Amendment, 
Representative Williams or his staff ever discussed, with each 
other or anyone else, whether the FAST Act or the Williams 
Amendment would have any impact on the Auto Mall or 
Representative Williams' financial interest in it. Indeed, 
Representative Williams told Committee staff that it never 
occurred to him that his sponsorship of the Amendment might 
benefit him or his dealership, or otherwise create a conflict 
of interest.\51\ According to Representative Williams, the 
subject of his financial interest in the Auto Mall did not 
arise until a reporter from the Fort Worth Star-Telegram 
emailed Representative Williams' Communications Director on 
November 18, 2015 about a story on the Williams Amendment that 
previously appeared in the Texas Tribune. Specifically, the 
reporter asked whether Representative Williams ``agree[d] that 
the ethics manual calls on him to contact the Ethics Committee 
before taking an action such as introducing his transportation 
bill amendment affecting car dealers who loan or rent vehicles 
subject to recall notices.''\52\ The reporter also asked 
whether Representative Williams consulted the Committee about 
the Williams Amendment.
---------------------------------------------------------------------------
    \51\18(a) Interview of Representative Roger Williams.
    \52\Exhibit 8 at 2 (Appendix 3).
---------------------------------------------------------------------------
    On November 24, 2015, Representative Williams' office 
issued a press release in response to the reporter's inquiry. 
The press release described the Williams Amendment as a ``one 
word, technical amendment that would affect thousands of auto 
dealers industry-wide,'' which Representative Williams offered 
because ``dealers should not be forced to ground vehicles for a 
misprint or a peeled sticker.'' The press release also 
acknowledged Representative Williams' industry knowledge, and 
posed a rhetorical question: ``Should . . . Members excuse 
themselves from engaging in debate that affects the industries 
or sectors they know best? In my opinion, absolutely not.''\53\
---------------------------------------------------------------------------
    \53\Exhibit 9 at 1 (Appendix 3).
---------------------------------------------------------------------------
    Representative Williams told the Committee that neither he 
nor any member of his staff contacted the Committee prior to 
his introduction of, or vote on, the Williams Amendment, 
because ``[h]e had no indication that what he was doing could 
have possibly been perceived as unethical.''\54\
---------------------------------------------------------------------------
    \54\July 22, 2016 Joint Response at 11 (Appendix 2).
---------------------------------------------------------------------------

                              V. FINDINGS

    As previously noted, House Rule III, clause 1, states that 
Members are expected to vote on all legislation pending before 
the House, except where the Member has ``a direct personal or 
pecuniary interest'' that would be affected by the legislation. 
The Committee has historically interpreted this limitation to 
apply only where the legislation affects a specific company or 
asset in which the Member holds a financial interest.\55\ While 
the Committee has advised Members ``that it would be 
inappropriate for them to vote or to introduce legislation 
directly affecting significant and uniquely held financial 
interests,''\56\ a Member is not restricted from voting on 
legislation that affects a broad class of companies or assets, 
where the Member merely holds an interest in one of those.\57\ 
Both the FAST Act and the Williams Amendment would have 
affected the broad class of approximately 16,000 auto dealers 
nationwide, and not merely the automobile dealership owned by 
Representative Williams. Thus, Representative Williams' 
ownership stake in the Auto Mall did not preclude him from 
voting on either the Act or his Amendment.
---------------------------------------------------------------------------
    \55\Ethics Manual at 235.
    \56\Id. at 237.
    \57\Id. at 235-37.
---------------------------------------------------------------------------
    Sponsorship of legislation raises different issues, and 
Members are held to a different standard with respect to such 
activity. Where sponsorship of a bill or amendment would affect 
a Member's own financial interests, the ``class'' analysis 
still applies. However, the Committee has advised that Members 
should exercise ``added circumspection'' and contact the 
Committee for guidance in such circumstances.\58\
---------------------------------------------------------------------------
    \58\Id. at 237.
---------------------------------------------------------------------------
    In submissions to the Committee through his counsel, 
Representative Williams argues that he could not have had a 
personal or pecuniary interest in sponsoring the Williams 
Amendment, because the Auto Mall only offers loaner vehicles to 
its customers, and ``the language of [the Williams Amendment] 
applies only to `rental vehicles'.''\59\ This argument, 
however, contradicts Representative Williams' apparent 
understanding of the FAST Act and his amendment when it was 
adopted by the House: he stated in his own remarks on the House 
floor that loaner vehicles would have been regulated by the 
FAST Act, and that the amendment sought to exclude dealership 
loaner fleets from that regulation.\60\ Another Member's speech 
in opposition to the Williams Amendment,\61\ as well as the 
NADA Official's statements to Committee staff and materials he 
provided to Representative Williams' staff before the amendment 
was adopted,\62\ reflect a similar contemporaneous 
understanding that the bill and amendment would likely have 
resulted in regulation of dealership loaner vehicles. The NADA 
Official also explained that the ``rental agreement'' forms 
commonly used by dealerships in their loaner programs might 
lead a court, in litigation, to conclude that loaner vehicles 
were ``part of a rental fleet'' and potentially subject to the 
FAST Act.\63\ The Auto Mall used such forms when providing 
loaner services to its customers.
---------------------------------------------------------------------------
    \59\July 22, 2016 Joint Response at 7 (Appendix 2).
    \60\Exhibit 7 (Appendix 3).
    \61\Id.
    \62\See, e.g., 18(a) Interview of NADA Official.
    \63\Id.
---------------------------------------------------------------------------
    Moreover, at the time the Williams Amendment was 
introduced, at least 11 million Fiat Chrysler cars and trucks--
including Chrysler, Dodge, Jeep, and Ram vehicles--were on a 
recall list following a 2015 NHTSA enforcement action.\64\ The 
eight vehicles that comprised the Auto Mall's loaner fleet were 
all subject to that recall, and may have been required to be 
grounded under the FAST Act, if loaner vehicles were indeed 
within the Act's scope. Representative Williams told Committee 
staff that, while he knew generally that the Auto Mall's loaner 
fleet was comprised of Chrysler vehicles, he was unaware of 
which specific vehicles were offered to customers as part of 
that service.\65\ Representative Williams also told Committee 
staff that he was unaware of the 2015 recalls when he 
introduced the Williams Amendment.\66\
---------------------------------------------------------------------------
    \64\https://www.nhtsa.gov/press-releases/us-dot-announces-fiat-
chrysler-enforcement-action (last accessed July 27, 2017).
    \65\18(a) Interview of Representative Roger Williams.
    \66\Id.
---------------------------------------------------------------------------
    The Committee found no evidence that Representative 
Williams or anyone on his staff ever contacted the Committee or 
asked whether House rules permitted his sponsorship of the 
amendment. Indeed, Representative Williams admitted that 
neither he nor any member of his staff contacted the Committee 
prior to his introduction of, or vote on, the Williams 
Amendment, but stated that they did not do so because ``[h]e 
had no indication that what he was doing could have possibly 
been perceived as unethical.''\67\ Representative Williams has 
explained that it did not occur to him that he might have a 
conflict of interest, or that he had any need to contact the 
Committee for guidance, because he did not consider whether his 
amendment would have had any impact on his business or 
financial interests.
---------------------------------------------------------------------------
    \67\July 22, 2016 Joint Response at 11 (Appendix 2).
---------------------------------------------------------------------------
    As the Committee's guidance recognizes, sponsorship of 
bills and amendments is an official action that goes a step 
beyond voting, one that ``may implicate the rules and standards 
. . . that prohibit the use of one's official position for 
personal gain,''\68\ including House Rule XXIII, clause 3, and 
Section 5 of the Code of Ethics. Importantly, those rules 
distinguish between actual conflicts of interest--when a Member 
is actually motivated by personal financial gain instead of his 
duty to his constituents--and apparent conflicts of interest, 
or situations in which a reasonable person might conclude that 
a Member has abused the public trust for personal gain.
---------------------------------------------------------------------------
    \68\Ethics Manual at 237.
---------------------------------------------------------------------------
    The Committee's determination as to whether Representative 
Williams violated any rule, law, regulation, or other 
applicable standard of conduct by sponsoring the Williams 
Amendment turned on the answers to two questions. First, did 
Representative Williams have an actual conflict of interest, 
i.e., did he introduce the Williams Amendment to financially 
benefit himself? Second, did Representative Williams have an 
apparent conflict of interest, i.e., might a reasonable person 
have concluded that Representative Williams took an official 
action to enrich himself?
    As for the first question, Representative Williams 
maintains that ``[h]e did not offer the amendment in order to 
benefit the Dealership,''\69\ and the Committee found no 
evidence to contradict this assertion. As Representative 
Williams' staff and the NADA Official explained, Representative 
Williams did not conceive of or draft the Williams Amendment: 
rather, the idea was suggested--and the amendment authored--by 
an individual who advocated on behalf of automobile dealers 
nationwide. Nor did Representative Williams or anyone on his 
staff discuss any personal or financial interest in the Auto 
Mall in connection with the decision to sponsor the Williams 
Amendment. Moreover, when Representative Williams introduced 
and spoke on his amendment on the House floor, he openly 
disclosed his status as a car dealer, as well as auto dealers' 
broad interest in excluding the FAST Act from applying to their 
loaner fleets. Representative Williams also reported his 
investment in the Auto Mall (via the JRW Corporation) on his 
2015 financial disclosure form. The Committee has noted that 
while public disclosure of a potential conflict does not 
completely insulate a Member from possible violations of the 
conflict of interest rules, it is the ``preferred method of 
regulating possible conflicts of interest.''\70\
---------------------------------------------------------------------------
    \69\July 22, 2016 Joint Response at 11 (Appendix 2).
    \70\Berkley at 51 (citing Ethics Manual at 251).
---------------------------------------------------------------------------
    Though the Committee found no evidence that the Williams 
Amendment would have allowed the Auto Mall to generate a profit 
from its loaner program, the unamended FAST Act could have had 
a negative financial impact on the business, for example, by 
increasing the dealership's liability and disrupting its loaner 
program. That disruption was more than a theoretical 
possibility: at the time the Williams Amendment was introduced, 
at least 11 million Fiat Chrysler cars and trucks--including 
Chrysler, Dodge, Jeep, and Ram vehicles--were on a recall list 
following a 2015 NHTSA enforcement action.\71\ The eight 
vehicles that comprised the Auto Mall's loaner fleet were all 
subject to that recall, and may have been required to be 
grounded under the pre-amendment FAST Act, if loaner vehicles 
were indeed within the Act's scope. Yet any resulting financial 
impact on the Auto Mall would appear to be minimal, and not 
enough to establish an actual motive to self-deal, particularly 
in light of other circumstances surrounding Representative 
Williams' sponsorship of the amendment--notably, NADA having 
drafted the amendment text and asking Representative Williams 
to introduce it on behalf of car dealers nationwide. Moreover, 
any benefit resulting to automobile dealers as a result of the 
amendment would have similarly applied to any dealerships that 
offer loaner vehicles to their customers. Thus, Representative 
Williams' own explanations, his staff's explanations, and the 
totality of the circumstances all indicate that he did not 
sponsor the Williams Amendment to benefit himself, and thus 
there was no actual conflict of interest.
---------------------------------------------------------------------------
    \71\https://www.nhtsa.gov/press-releases/us-dot-announces-fiat-
chrysler-enforcement-action (last accessed July 27, 2017).
---------------------------------------------------------------------------
    As for the second question, the Committee has long 
cautioned Members to ``avoid situations in which even an 
inference might be drawn'' that a Member took an official 
action to benefit their own financial interests.\72\ With 
respect to Section 5 of the Code of Ethics, ``the Committee has 
consistently prohibited acting on matters in which a Member has 
a financial interest precisely because the public would 
construe such action as self-dealing, whether the Member 
engaged in the action for that reason or not'' (emphasis 
added). Under this standard, ``[t]he only question is whether 
`reasonable persons' `might construe' [a Member's interest] as 
influencing the performance of his government duties'' or 
whether ``the public might, and reasonably could, view [the 
official action] as motivated by his substantial [financial 
interest].''\73\
---------------------------------------------------------------------------
    \72\See Ethics Manual at 27.
    \73\Gingrey at 20-21 (citing Berkley at 55).
---------------------------------------------------------------------------
    In determining whether a reasonable person might conclude 
that a Member took an official action for personal financial 
gain, the Committee has typically considered the totality of 
the circumstances in each case. As explained in further detail 
below, the Committee analyzed the totality of the circumstances 
in this case, and determined that a reasonable person would not 
conclude that Representative Williams introduced the Williams 
Amendment to enrich himself or the Auto Mall. In doing so, the 
Committee considered Representative Williams' particular 
financial interest that could have been affected by the 
Williams Amendment, as well as the effect that the amendment 
could have on that interest. On that basis, the Committee 
concluded that Representative Williams took an official action, 
beyond voting on legislation, which could have affected his 
personal financial interests. Thus, he should have contacted 
the Committee for guidance before taking the action. However, 
in considering the totality of the circumstances, the Committee 
concluded that Representative Williams' sponsorship of the 
Williams Amendment did not create a reasonable inference that 
Representative Williams used his official position for personal 
gain.
    In reaching this conclusion, the Committee considered 
several factors:
    (1) What is the nature of Representative Williams' 
financial interest in the Auto Mall? The Committee's historical 
guidance on this question highlights several factors relevant 
to evaluating the nature of Representative Williams' financial 
interest in the Auto Mall. This is not an exhaustive list of 
relevant factors, nor is any individual factor is dispositive.
           What is the dollar value of Representative 
        Williams' financial interest in the Auto Mall? 
        Representative Williams' November 2015 financial 
        disclosure reported that the JRW Corporation--the Auto 
        Mall's lone shareholder--was valued at between 
        $25,000,001 and $50 million.
           What is the relative value of the investment 
        compared to the value of the Member's entire investment 
        portfolio? While Representative Williams has other 
        investments in the form of real estate holdings, 
        individual stocks, and brokerage accounts, information 
        listed on Representative Williams' 2015 financial 
        disclosure form indicates that the JRW Corporation's 
        assets appear to account for at least half of his 
        overall asset portfolio.
           Was the investment public or private? The 
        investment is private. Representative Williams is the 
        lone shareholder of the JRW Corporation, which, through 
        its holdings in various limited liability companies and 
        partnerships, wholly owns the Auto Mall.
           Is the interest direct or imputed? Members 
        may have direct, personal financial stakes in an 
        investment, entity or business outcome. In this case, 
        Representative Williams, as the Auto Mall's lone 
        shareholder, has a direct business interest in the Auto 
        Mall.
    Representative Williams also appears to have imputed 
interests in the Auto Mall. Representative Williams told 
Committee staff that his wife earns a monthly salary from the 
Auto Mall of about $5,000. Income received by a spouse usually 
accrues, albeit indirectly, to a Member's interest. Certain 
House rules and statutory provisions impute to the Member 
certain benefits that are received by a spouse, and questions 
may arise as to whether a Member is improperly benefiting as a 
result of the spouse's activities.\74\ House Rule XXIII, clause 
3, prohibits a Member from receiving any compensation, or 
allowing any compensation to accrue to the Member's beneficial 
interest, from any source as a result of an improper exercise 
of official influence. Additionally, Section 5 of the Code of 
Ethics admonishes officials never to accept benefits for 
themselves or their families ``under circumstances which might 
be construed by reasonable persons as influencing the 
performance'' of official duties. Nonetheless, neither of these 
provisions is triggered by a spouse's activities unless the 
Member has improperly exerted influence or performed official 
acts either in order to obtain compensation for, or as a result 
of compensation to, the spouse.
---------------------------------------------------------------------------
    \74\With respect to the activities and interests of children who 
are not dependents, the Committee has advised that any resulting 
benefits do not typically impute to the Member.
---------------------------------------------------------------------------
           Is the interest aligned with the interests 
        of constituents? A Member's financial interest may 
        signify a personal investment in the district's 
        financial well-being. However, entities in which a 
        Member is invested may also have their own priorities, 
        which can diverge from those of constituents, 
        especially if the district is also home to competitors. 
        The Committee has advised that the best way to address 
        any such divergence is to serve all constituents 
        equally. Representative Williams told Committee staff 
        that the Auto Mall, which does not operate in his 
        congressional district, probably does not employ any 
        constituents. However, the Williams Amendment would 
        have operated similarly on all of the automobile 
        dealerships in Representative Williams' district and 
        excluded their loaner programs from the provisions of 
        the FAST Act. Thus, Representative Williams' interests 
        were at least aligned with those of constituents who 
        owned or worked at other dealerships in his district.
    (2) What is the nature of the Member's official action? The 
following factors guided the Committee's evaluation of the 
nature of Representative Williams' official action.
           Was the Member's official action consistent 
        with treatment of others who requested legislative 
        assistance? The idea for the Williams Amendment 
        originated squarely with NADA: Representative Williams' 
        staff explained that they were approached by NADA and 
        told that the underlying bill could pose problems for 
        auto dealers. Representative Williams wanted to be 
        helpful and, based on his perspective as an auto 
        dealer, put forth what he understood to be a basic, 
        common sense legislative fix. The NADA Official 
        explained that he has previously worked with the 
        Congressman on other legislative issues and that he 
        meets with Representative Williams' office staff 
        ``periodically,'' though he ``could go 6 months without 
        talking to his office.''\75\ Though the Committee could 
        not precisely quantify how NADA's access compared to 
        that of other groups, Representative Williams told 
        Committee staff that, outside of the Williams 
        Amendment, he could not recall ever introducing a bill 
        or amendment based on a request from a lobbying group 
        or trade association.\76\
---------------------------------------------------------------------------
    \75\18(a) Interview of NADA Official.
    \76\18(a) Interview of Representative Roger Williams (``Q: [NADA] 
asked you to introduce that amendment and you agreed . . . Have you 
ever followed that process with any other piece of legislation where a 
lobbying group or a trade association has asked you to introduce a bill 
and you've done that, or an amendment? A: Not that I can recall.'').
---------------------------------------------------------------------------
           Did other Members of Congress participate? 
        Representative Williams was the Williams' Amendment's 
        lone sponsor. One other Member, Representative Kelly, 
        spoke in favor of the amendment on the floor. The House 
        unanimously adopted the Williams Amendment by voice 
        vote, although two Members did speak in opposition to 
        it.
           What public oversight was applied? The 
        official action was public. The Williams Amendment was 
        introduced in the House on November 4, 2015, debated 
        publicly, and approved by a voice vote by full House. 
        During his floor speech on the amendment, 
        Representative Williams disclosed that he was a car 
        dealer, as well as his belief that, without his 
        proposal, it would be impractical for auto dealers like 
        himself to offer loaner programs. Representative 
        Williams' investment in the Auto Mall was also reported 
        on his financial disclosure forms, and was thus a 
        matter of public knowledge.
           What is the potential effect the proposed 
        activity would have on the official's financial 
        interest? It is not clear what the direct effect of the 
        Williams Amendment would have been on the Auto Mall. 
        However, the amendment may have had some ancillary 
        impact on Representative Williams' business. 
        Representative Williams told Committee staff that he 
        believes that the loaner program encourages customers 
        to have their vehicles serviced at the Auto Mall.\77\ 
        It is unclear what effect the FAST Act, if unamended, 
        might have had on the Auto Mall's own loaner fleet. 
        Representative Williams testified that the Auto Mall 
        already grounds loaner cars that are subject to a 
        recall, depending on the severity of the safety issue 
        implicated.\78\ Yet it is conceivable that, without the 
        Williams Amendment, the FAST Act would have forced more 
        loaner vehicles to be grounded: Representative Williams 
        said in his floor speech that the bill might have 
        required cars to be grounded for ``such minor 
        compliance matters as an airbag warning sticker that 
        might peel off.''\79\ In that same speech, 
        Representative Williams also said the FAST Act would 
        have made it ``impractical'' for dealers to maintain a 
        loaner program.\80\
---------------------------------------------------------------------------
    \77\Id.
    \78\Id. (``[I]t depends on the issue. I mean, if it's a serious 
issue where it could cause death of injury, we're not going to let that 
car out, you know. But if it's a situation where the serial number is 
wrong on something or maybe the radio doesn't work or whatever, we 
would loan that car out.'').
    \79\Exhibit 7 at 1 (Appendix 3).
    \80\Id.
---------------------------------------------------------------------------
          Further, the FAST Act could have exposed the Auto 
        Mall to additional legal liability. Under general tort 
        law, a dealership could be sued if a customer driving a 
        recalled loaner vehicle became injured due to a safety 
        issue relating to the recall. However, the NADA 
        Official explained that under the unamended FAST Act, 
        dealers might have faced additional lawsuits under 
        state unfair deceptive practices statutes, because a 
        violation of federal law would permit a cause of action 
        under those statutes, and the FAST Act would have 
        penalized dealers for renting or loaning recalled cars 
        as a matter of federal law--even if the vehicle did not 
        experience any mechanical problems and the driver did 
        not suffer any personal injury. The Auto Mall would 
        have potentially borne this risk, particularly since 
        all eight of the loaner vehicles that the Auto Mall 
        offered to customers in 2015 would have been covered by 
        an open safety recall, and the Williams Amendment would 
        have directly excluded dealerships from any such 
        additional liability imposed by the FAST Act.
          It is unclear what costs would have resulted to the 
        Auto Mall from grounding any loaner vehicles subject to 
        recall, since the auto manufacturer would have covered 
        all repair or remediation costs associated with the 
        recall. However, Representative Williams told Committee 
        staff that, if the Auto Mall's loaner program were shut 
        down and had no loaner cars to offer to customers, it 
        would likely pay for its customers to rent a vehicle 
        from an outside rental car company.\81\
---------------------------------------------------------------------------
    \81\18(a) Interview of Representative Roger Williams.
---------------------------------------------------------------------------
          Given all of this, Representative Williams may have 
        had some financial interest in excluding his own 
        dealership from the FAST Act, and should have 
        recognized that possibility. However, considering the 
        totality of the circumstances, any such interest was 
        not sufficient to establish an impermissible conflict 
        of interest in this case. The Auto Mall does not earn a 
        direct profit from offering loaner vehicles or 
        facilitating rentals to its customers. Though the Auto 
        Mall receives occasional reimbursements from 
        manufacturers in connection with its loaner vehicles, 
        the direct, tangible costs to the dealership for 
        providing that service appear to exceed any revenues 
        generated from such service. And while the loaner 
        program may have resulted in ancillary, indirect 
        benefits to the Auto Mall in the form of customer 
        retention and goodwill, Representative Williams told 
        Committee staff that the Auto Mall has not performed 
        any analysis or accounting to quantify any possible 
        benefits obtained from the loaner program.\82\ 
        Moreover, the Committee found no evidence that the 
        Williams Amendment would have materially increased the 
        Auto Mall's revenues or profits, or made Representative 
        Williams' investment in the Auto Mall more valuable. 
        Thus, the Committee found the amendment's potential 
        impact on Representative Williams' financial interest 
        in the Auto Mall to be minimal.
---------------------------------------------------------------------------
    \82\Id.
---------------------------------------------------------------------------
           Does the proposed official action affect a 
        sector or other large class of entities or narrowly 
        affect a single or smaller group of entities in which 
        the Member retains a financial interest? As previously 
        noted, class analysis applies to both voting on and 
        sponsoring legislation and amendments, such as the 
        Williams Amendment.\83\ That amendment affected a large 
        class of individuals--all auto dealers nationwide--and 
        did not singularly affect the Auto Mall to a different 
        degree than any other dealership. Moreover, NADA, which 
        represents all automobile dealers, drafted the 
        amendment and proposed to Representative Williams that 
        he sponsor it.
---------------------------------------------------------------------------
    \83\See Ethics Manual at 237 (``The Committee . . . has 
occasionally advised Members, in private advisory opinions, that it 
would be inappropriate for them to vote or to introduce legislation 
directly affecting significant and uniquely held financial interests. 
At times a question arises as to whether the class to which a Member 
belongs with regard to a piece of legislation--such as, for example, 
the class of owners of a particular area of land that would be acquired 
by the government under the legislation--is sufficiently large to 
warrant the Member voting under the authorities set out above.''); see 
also Gingrey at 11 (As prior Committee guidance on Rule XXIII explains, 
``[i]f a Member seeks to act on a matter where he might benefit as a 
Member of large class, such action does not require recusal. . . . By 
contrast, where a Member's action would serve his own narrow financial 
interests, the Member should refrain from acting.'').
---------------------------------------------------------------------------
    Thus, reviewing the totality of the circumstances, the 
Committee found that Representative Williams' actions in 
sponsoring the Williams Amendment did not create a reasonable 
inference of improper conduct. While Representative Williams 
may have had some personal financial interest in the adoption 
of his amendment, the nature of any such interest was 
speculative and hypothetical, because both the overall business 
benefit of the loaner program and the impact of the FAST Act on 
that program are unclear, if not impossible to quantify. 
Representative Williams neither conceived of nor drafted the 
amendment, which is further evidence that he did not introduce 
the Williams Amendment to benefit himself or any personal 
financial interest in the Auto Mall. Representative Williams 
also openly disclosed his status as an auto dealer when 
speaking about the amendment on the House floor. Furthermore, 
the Williams Amendment did not uniquely benefit the Auto Mall: 
to the extent Representative Williams or the Auto Mall may have 
benefited from the amendment, they did so as a member of a 
class of auto dealers. Indeed, to the extent that the amendment 
benefitted the Auto Mall, it also would have benefitted any 
competitors who also offered loaner programs. Finally, while 
the amendment did impact a business in which Representative 
Williams has a substantial financial interest, the Auto Mall 
does not earn a direct profit from offering loaner vehicles or 
facilitating rentals to its customers. Thus, the legislation 
would not have resulted in a material monetary gain to 
Representative Williams, and a reasonable person would not 
conclude that Representative Williams sponsored the Williams 
Amendment to benefit himself.

                             VI. CONCLUSION

    Although Representative Williams' sponsorship of the 
Williams Amendment did not violate any law or House Rule, the 
Committee cautions all Members that this is an area where 
mistakes can be made. The Committee accepts Representative 
Williams' statement that he never thought that his sponsorship 
of the Williams Amendment posed a conflict of interest. Yet as 
Representative Williams stated in his own floor speech on the 
amendment, the unamended FAST Act would have negatively 
impacted, or even rendered impractical, auto dealers' loaner 
programs--a service that the Auto Mall offered and resulted in 
a modest, albeit intangible, business benefit. In light of 
these circumstances, Representative Williams should have 
contacted the Committee for guidance, and to identify in 
advance any potential limitations on his ability to offer and 
support the Williams Amendment, in order to avoid any inference 
of improper action. Had he done so, the Committee would have 
told him that, based on the totality of the circumstances, he 
was not barred from sponsoring the Williams Amendment. However, 
the Committee would have also cautioned Representative Williams 
that some members of the public might, on first impression and 
without the benefit of the full picture the Committee's 
investigation ultimately developed, question whether his 
actions could be conflicted, and that he should take care to 
avoid creating any impression that he was sponsoring the 
amendment to benefit himself or his business.
    The recommendation that Members contact the Committee in 
these circumstances is not new, and all Members should be aware 
of it: the Ethics Manual has long stated that whenever a Member 
is considering taking any action on a matter that could impact 
the Member's own financial interest, and involves a degree of 
advocacy above and beyond that involved in voting, that Member 
should first ask the Committee for guidance.\84\ The Committee 
encourages all Members who are considering sponsoring 
legislation or an amendment to contact the Committee if the 
legislation may personally impact them, and to exercise caution 
to avoid any actual or apparent conflict of interest.
---------------------------------------------------------------------------
    \84\Ethics Manual at 237.
---------------------------------------------------------------------------
    While Representative Williams was not required to contact 
the Committee before sponsoring the Williams Amendment, this 
matter illustrates why the Ethics Manual states that Members 
``should'' do so: Representative Williams could have benefitted 
from the Committee's perspective, and may have avoided any 
appearance of a conflict of interest, as well as separate 
investigations by OCE and the Committee. Nonetheless, the 
Committee ultimately found that Representative Williams' 
actions did not violate the law or House Rules regarding 
conflicts of interest and use of one's official position for 
personal financial gain.\85\ Accordingly, the Committee has 
determined to take no further action in this matter, and upon 
publication of this Report, considers the matter closed.
---------------------------------------------------------------------------
    \85\For the same reasons, the Committee did not find that 
Representative Williams violated House Rule XXIII, clauses 1 or 2.
---------------------------------------------------------------------------

           VII. STATEMENT UNDER HOUSE RULE XIII, CLAUSE 3(C)

    The Committee made no special oversight findings in this 
Report. No budget statement is submitted. No funding is 
authorized by any measure in this Report.


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