dissenting:
The issue in this case is a very simple one: Must the Lucchesi group, as a matter of law, forfeit its contract with the State? The state Ethics Commission sued Lucchesi claiming that a provision in the Ethics in Government Law, NRS 281.481(3), “precludes” Lucchesi, a state employee, from contracting with the State. The trial court held, as a matter of law, that the ethics in government chapter in effect when the State awarded the contract, was a non-punitive, permissive “guide” that does not afford a legal basis for declaring a forfeiture of the contract. The trial court further held, as a matter of law, that even if the statute were to be read as specifically prohibiting certain conduct, Lucchesi was not in “violation” of the statute. I agree completely with the trial court’s judgment and fail to see any basis for setting this contract aside.
*15This case has a strange complexion. The Ethics Commission was created to render advisory opinions relating to the ethical conduct of state officers and employees. It is a lay body in the executive department of government. It has no power to adjudicate “violations” of the law much less to invalidate contracts which the State has executed. It is very odd that this court would accept the legal opinion of an ethics commission and “reinstate the opinion of the Nevada Commission on Ethics,” as though the Commission’s advisory opinion had the effect of law. Although the trial court may have to give some “deference” to the factfind-ing of the Commission, it certainly was not bound by the Commission’s legal opinion that Lucchesi had “violated” the law, or that Lucchesi should be “precluded” from contracting with the State, or that Lucchesi’s existing contract should be forfeited.
My reasons for wanting to affirm the judgment of the trial court can be outlined as follows:
1. At the time Lucchesi supposedly violated the Nevada Ethics in Government Law, it was merely an advisory “guide” for employee conduct. The law did not set up legal or ethical standards that public employees were required to follow nor did it provide a legal basis for declaring forfeiture of this or any other contract.
2. The trial court was not obliged to accept the Ethics Commission’s opinion as to the legal meaning of NRS 281.481(3).1 The trial court was correct in its interpretation of the statute and was correct in ruling that the statute does not prohibit any given conduct and is not subject to being “violated.”
3. Even if NRS 281.481(3) did authorize the Ethics Commission to declare the forfeiture of a state contract, Lucchesi’s conduct is expressly authorized and fits within the permissible conduct described in the statute.
4. This record contains absolutely no evidence that Luc-*16chesi has done anything ethically or legally wrong, much less that he committed acts which would warrant the invalidation of his contract with the State.
Contract forfeiture: Does the Ethics Commission have the statutory power to deprive the State and Lucchesi of their contractual rights?
The answer to the captioned question is that the Ethics Commission has no power to declare a contract to be illegal or invalid. It is indeed strange that this court would invest the Commission with such powers not granted to it by the legislature. This advisory, executive commission has taken it upon itself to issue an “Opinion” declaring that Lucchesi has violated NRS 281.481(3) and, hence, that he is “precluded” from going ahead with the performance of his contract with the State. The trial court, naturally, ruled against the Ethics Commission and said, in effect, to the Ethics Commission:
“You have the statutory power to give advisory, non-punitive ‘opinions’ relating to the ethical conduct of state employees, but you do not have the power to invalidate a legal contract nor do you have the power to declare that anyone has violated the law, much less the power to declare that a state employee is ‘precluded’ from going forward with an existing state contract. Legal questions as to the enforceability of this contract are not a matter of ethics but of law, and are to be decided by the court.”
The Ethics Commission intervened in this case at the request of Lucchesi himself, because Lucchesi wanted to be vindicated morally. I doubt that he would have made this request if he had dreamt that the Commission was going to declare his contract legally ineffective; but, of course, Lucchesi had no reason to believe that the Ethics Commission would attempt to do anything more than issue an advisory ethical opinion as provided for in the Ethics in Government Law.
NRS 281.511 empowers the Ethics Commission to “render an opinion” relating only to “statutory ethical standards.” (Emphasis added.)2 The Ethics Commission did rule correctly in the *17present case that Lucchesi was guilty of no willful wrongdoing, that is, guilty of no ethical breach. Unfortunately, the Commission did not stop with its ethics decision but, rather, went on to express its legal opinion, namely that “NRS 281.481(3) precludes Mr. Lucchesi and Mr. Carr, as state employees, from contracting with the State of Nevada through its agency, the University of Nevada Systems, for architectural services.” (Emphasis added.) The effect of this declaration is entirely legal in import and has nothing to do with the “ethical standards” that the Commission is supposed to be attending to.
By definition, an ethics commission deals with ethical questions, not legal questions. This Commission is entitled to make judgments relating to “ethical standards.” NRS 281.511(1). It is not empowered to decide questions of law. Ethics is the “science of moral duty.” Webster’s Collegiate Dictionary (5th ed. 1943). The Ethics Commission may render advisory opinions on the moral quality of given conduct, that is to say, whether the conduct is right or wrong. The Commission is this case, sometimes using the word “innocent,” declared that Lucchesi, in his dealings with the State, had done nothing wrong. Still, going far beyond the rendering of an ethics opinion, the Ethics Commission declared that Lucchesi’s conduct was “in violation of law,” and adjudicated his ineligibility to proceed with the awarded contract. This decision goes far beyond the authority given to the Ethics Commission by the statute and is an intrusion upon the powers of the judicial branch of government.
The meaning and consequence of the legal opinion issued by the Ethics Commission
Obviously, the responsibility of interpreting statutes belongs to the courts; and even if the Commission took it upon itself to render an advisory legal opinion, it is the duty of the court to determine the legal meaning of a statute, de novo. See Maxwell v. SIIS, 109 Nev. 327, 849 P.2d 267 (1993).
The Ethics Commission’s interpretation of NRS 281.481(3) is clearly wrong. Lucchesi did not and could not violate this statute because the Nevada Ethics in Government Law, at the time when Lucchesi supposedly violated it, contained no command which was susceptible to being disobeyed. There was nothing to violate.
At the time when Lucchesi is charged with being “in violation” of NRS 281.481(3), the statute was expressly stated to be a mere guide for the conduct of state employees. The trial court was undeniably right when it held that NRS 281.481(3) was merely “directory and permissive” and “no more than a discretionary guide for the conduct of public employees.” As the trial court further correctly ruled, the statute was “preventive rather *18than punitive.” See NRS 281.551. The Nevada Ethics in Government law which Lucchesi is charged with having “violated,” contained the following preamble: “A code of ethical standards is hereby established as a guide for the conduct of public officers and employees.” (Emphasis added.) Similarly, each of the subsections began: “No public officer or employee may . . . .”3 (My emphasis.) It is an elementary principle of statutory construction that statutes employing the word “may” are directory and permissive in nature, while those that employ the term “shall” are mandatory statutes. See, e.g., State v. American Bankers Insurance Company, 106 Nev. 880, 882, 802 P.2d 1276, 1278 (1990); Sengbusch v. Fuller, 103 Nev. 580, 582, 747 P.2d 240, 241 (1987). The statute in effect when this contract was signed was not mandatory and does not provide a basis for forfeiting the parties’ contractual interests.
NRS 281.481 does not “preclude” anything
Even if the Ethics in Government Law were not, by its own terms, and as held by the trial court, “permissive” and “preventative rather than punitive,” the particular statute in question, NRS 281.481(3), is not framed in terms of prohibition and sanction and does not “preclude” the performance of any act by state employees.
What nobody in this case seems to have noticed is that NRS 281.481(3), instead of telling what is prohibited by the statute, tells only what is “not precluded.” The statute informs public officers and employees that under one specified set of circumstances they can be assured that they “are not precluded” from contracting with the State. If an employee engages in open competitive bidding, and sources of supply are limited, and no part is taken in developing plans and specifications, and there is no involvement in the opening, considering or accepting of offers, then the employee can rest assured that he or she is “not precluded” from contracting with the State. The statute recites one set of circumstances under which a state employee is assured that contracting with the State is ethically acceptable. The statute does not specify that these are the only circumstances under which a state employee can ethically deal with the state. NRS 281.481(3) does not command or prohibit any specified kinds of conduct, nor does it impose any sanction for violation. This reality is consistent with the nature of the Ethics in Government Law in effect at the time — an advisory, non-prohibitive “guide” for the conduct *19of state employees.4 The trial court saw clearly that there was no legal or ethical basis for cancelling the contract executed by the State and the Lucchesi group. I should think that the jurists of this appellate court would also be able to understand that the subject statute contains no sanctions and certainly cannot be used to punish Lucchesi for his “innocent” actions.5 To go a step further, however, it appears to me that Lucchesi’s case fits squarely into the set of circumstances listed in NRS 281.481(3) which are permissible and which are expressly “not precluded.”
Lucchesi is “not precluded” from contracting with the State
As everyone involved in this litigation knows, Lucchesi was, along with other faculty, a member of an informal planning committee which got together back in 1989 to discuss the possibility of constructing a building to house the UNLV College of Architecture. At some point, the members of the informal committee decided to approach UNLV officials and representatives of the Public Works Board in order to include the real decision-makers in their dream. Because of the special nature of the *20project and the coveted prestige understandably attached to the design of a university architecture building, the Public Works Board (the state agency charged with the responsibility of selecting the architect) agreed that it would collaborate with university representatives in conducting an advisory design competition to assist the Board in the sensitive task of selecting the best possible architectural group to design the Architecture Building. A public invitation was issued to architects, inviting them to submit tentative plans and a scale model for the project. Architects were told that the competition would be judged by a “blind jury.” Although it was surely understood by all that the wining of such an unofficial, advisory competition would not entitle any of the contestants to be selected for the job by the Public Works Board, the public invitation nonetheless lured a number of firms into participating in the design competition. The contestants were eventually reduced to four architectural groups, among whom was the Lucchesi group.
Although Lucchesi’s being awarded the architectural contract by the Public Works Board was certainly not “specifically prohibited by law” (see NRS 281.481(3); supra note 1), Lucchesi himself was sensitive to the fact that he was on the UNLV faculty and had participated in the early planning discussions for the new building. As the Ethics Commission notes in its opinion, Luc-chesi expressed his concern to the dean of the Architectural School and to a member of the staff of the Public Works Board. As stated in the Ethics Commission’s opinion, “Mr. Lucchesi inquired of the SPWB (Public Works Board) and the University of Nevada System as to the legality of his participation in the design competition before entering the competition. Both the SPWB and the University of Nevada System told him they were not aware of any problems.” (Opinion, Ethics Commission at 14.) No one associated with UNLV or with the State Public Works Board expressed any ethical or legal concerns about Luc-chesi’s entering the informal design contest or about his ultimate eligibility for selection by the Public Works Board. This is evidenced by the Ethics Commission’s finding Lucchesi “innocent” and by its express conclusion that “Mr. Lucchesi did not use his position as a faculty member at UNLV to secure any unwarranted advantage for JMA/Lucchesi, a business entity in which he has a significant pecuniary interest, in violation of NRS 281.481.” (Id.)
The Commission also found as a fact that Lucchesi was not involved in the Public Works Board’s “considering or accepting” the proposals of the competing architectural firms; however, the Commission did conclude that Lucchesi “participate[d] in devel*21oping the program and, therefore, the contract plans and specifications.” Lucchesi did, as indicated above, “participate in developing the program,” but this does not mean that he had anything to do with the preparation of “contract plans and specifications.”6 We must keep in mind that all Lucchesi did, other than engage in early planning sessions as a member of the School of Architecture, was to make himself available for selection by the Public Works Board under conditions in which he had made full disclosure of his position and in which the Board was fully aware of his connection with UNLV. I would conclude that because there is no evidence that Lucchesi actually prepared “contract plans and specifications,” Lucchesi fits into the “not precluded” language of NRS 281.481(3) and that he is expressly authorized to contract with the State in the manner that he did.
“Unfair advantage”
During oral argument of this case there was some discussion to the effect that Lucchesi, despite his full disclosure to UNLV and the State Public Works Board, might have secured some kind of “unfair” advantage over other architects in being selected for the job. Such an idea is contrary to the express findings of the Commission, but, nonetheless, the answer to the unfair-advantage question, if there is such a question, is simply that the design competition was plainly advisory only and nonbinding. Winning the contest was not an “advantage” at all because winning the contest was not a condition of getting the job.
The Public Works Board was entitled to consider, and properly should have considered, Lucchesi’s long-time association with the project in making its decision to hire Lucchesi. I note that neither the Ethics Commission nor the district court considered any supposed unfair advantage to Lucchesi as a factor in the Public Works Board’s decision to hire Lucchesi. Lucchesi did nothing legally or morally wrong by entering the contest; and, certainly, his contract with the State may not properly be can-celled on the basis of his having accepted the State’s invitation to enter the contest. The Ethics Commission rested its findings, conclusions and opinion on what I see as the legally impossible “violation” of NRS 281.481(3). The reviewing district court simply and properly held that since Lucchesi was not legally *22disqualified from contracting with the State, he should be permitted to go ahead with the job.7 I agree.
Because of the political overtones that surround this case, I find myself having some real qualms about this court’s rejecting the judgment of the trial court and wresting this contract from the hands of an honest and straightforward professional architect to whom the State Public Works Board has lawfully awarded a commission to do the architectural work for the new Architecture Building at UNLV. I see no reason to interfere with the trial court’s judgment in this case. I can understand that the new Ethics Commission might be anxious to get some exercise, but it should not be allowed to do so at the expense of Lucchesi and his associates. Lucchesi did nothing morally wrong and nothing legally wrong. He is the victim of an erroneous legal opinion issued by a lay board. The trial court properly decided that Lucchesi’s contract with the State was legally binding, and there is no reason in the world why this court should set that judgment aside.
Because many references are made in this dissent to the noted statute, I set out the current version of NRS 281.481(3) in the margin for the reader’s convenience:
A public officer or employee shall not participate as an agent of government in the negotiation or execution of a contract between the government and any private business in which he [or she] has a significant pecuniary interest. Unless specifically prohibited by law, a public officer or employee, as such, is not precluded from making a bid on a government contract if the contracting process is controlled by rules of open competitive bidding, the sources of supply are limited, he [or she] has not taken part in developing the contract plans or specifications and he [or she] will not be personally involved in opening, considering or accepting offers.
As I point out in the text the legislature has not, in enacting NRS 281.481(3), adopted any definitive statutory standards of behavior. NRS 281.481(3), rather than providing “statutory ethical standards” to govern the conduct of state officers and employees, merely outlines one kind of dealing with the state that is deemed to be permissible. The statute in question does not set ethical standards; it does not provide a list of “Thou-shalt-not’s” for the ethical guidance of governmental personnel. It does not recite any conduct that state employees are forbidden to do; it merely recites one set of circumstances in which a contract is allowable.
These subsections have, since the time this controversy arose, been rewritten by the legislature to read: “A public officer or employee shall not . . . .” (My emphasis.)
To elaborate a bit on the point: the statute merely gives one instance of permitted contract activity between the state and its employee, rather than defining prohibited activity. Not only does the statute fail to define any prohibited conduct, it also fails to provide for any sanction, such as, “Any public officer or employee who violates this statute shall forfeit all benefits to be derived from a State contract.” Even a cursory reading of NRS 281.481(3) reveals that the statute does not purport to “preclude” or interdict any conduct on the part of public employees. NRS 281.481(3) does not prohibit or preclude anything. All the statute does is to tell public employees what kind of conduct is not “precluded,” that is to say, a public employee is “not precluded from making a bid on a government contract if. . . .” (My emphasis.) Merely listing one kind of conduct that is not unethical might give public employees one example of what the legislature considered to be ethical, but it does not provide notice of prohibited conduct or of what kind of conduct might result in the kind of punitive consequences suffered by Lucchesi in this case. If public employees were to become interested in finding out what does not preclude them from bidding on government contracts, then they might be interested in examining the list of conditions that appear in NRS 281.481(3). I would surmise, however, that public employees would be much more interested in what they are prohibited from doing rather than what they are not prohibited from doing. In this regard they get no help from NRS 281.481(3). There is no language in the statute that prohibits or “precludes” any form of conduct. The statute could be read to indicate that out there somewhere there might be something, not listed in the statute, that would fall in the category of being “specifically prohibited by law,” but the statute itself certainly does not specifically prohibit conduct of any kind.
“We are persuaded that Lucchesi’s error was innocent and made in good faith, and we agree with the findings of the Commission in that regard.” (Majority Opinion, at 10; my emphasis.)
Although the record does not show that Lucchesi prepared any plans or specifications, even if I were to give “deference” to this baseless conclusion, I would, of course, continue to maintain that there is still nothing that Lucchesi has done, legally or ethically, that would justify forfeiture of his contract.
The district court also based its legal validation of the Lucchesi contract on the fact that Lucchesi did not make a “bid” as this term is used in NRS 281.481(3). I do not deal with this question in the body of my dissent because, as I have said, the language in this statute deals only with what is not “precluded,” not with what is “specifically prohibited.” Nonetheless, it also seems pretty clear that there was no “bidding” in this case. Architectural contracts for state jobs are quite different from other public contracts in that “selection . . . must be made on the basis of . . . competence and qualifications” and not on submitted price. NRS 625.530(3). As with the other architects involved in this case, Lucchesi was only offering himself and his architectural services to the state on the basis of his claimed “competence and qualifications.” He was in no sense “bidding” for this job. He was selected, presumably, on the basis of his competence and qualifications. He was not bidding in the ordinary sense of saying, “I will do it for such and such a price.” The trial court was correct in its interpretation of the meaning of the term “bid” as not applying to this case under the mentioned statute; but this does not impact the correctness of the trial court’s decision in this case because, as stated, aside from the bid issue, the statute does not directly or indirectly prohibit Lucchesi’s, or any other person’s conduct, and does not authorize a forfeiture of contract rights such as this under any circumstances. That Lucchesi never offered a “bid” of any kind is further grounds for supporting the trial court’s ruling.