With the La Jolla Town Council trying to rebuild after what some call a “huge breakdown” with a rash of resignations of board , the process used to bring on five new trustees — and shockingly remove an existing one — during the board’s June 12 meeting also is being called into question.
Two months after announcing she was removing Vice President Peter Wulff from the board over what she called bylaws violations, President Mary Soriano this time removed board member Cody Petterson during a dispute over how to go about replenishing trustees.
Soriano later objected to the characterization that Petterson was removed, saying his term already had expired and thus he was no longer eligible to serve. However, Petterson was on the board roster before the meeting (and still was the following day) and participated as a trustee during the meeting. His term situation came up only after he disagreed with the process in question.
The Town Council’s numbers have dwindled to the point that it did not have enough trustees to establish a quorum or take a vote in recent months.
Soriano’s April 10 action to remove Wulff — who subsequently announced his resignation in May — was followed by the resignations of board Charmaine Haworth and Chas. Dye, both of whom cited dissatisfaction with the group’s direction. Their resignations followed that of board member Seth Cohen a few days earlier.
Board member Obed Brefo also left recently.
Proposed solution
The board cannot take any action — including bringing on new trustees or reducing the minimum number of trustees needed to reach a quorum as required by its bylaws — without enough to establish a quorum.
To help bring in new trustees, Soriano sought to apply a clause in the California code pertaining to corporations that states “Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board … or, if the number of directors then in office is less than a quorum, by the unanimous written consent of the directors then in office.”
Soriano sought written consent of the six other seated board to apply the clause. Assuming she had from all of them, Soriano then found five candidates who she said met the Town Council’s requirements of living or working in the 92037 ZIP code, having paid hip dues and attended at least three Town Council meetings in the previous 12 months.
However, as she began installing the new at the June 12 meeting, she was told that Petterson had not given his written consent and that it was therefore not unanimous, raising the question of whether the proceedings could continue.
‘Open it up to the public’
Petterson said he did not respond to the request for consent because he felt the process should have been held in a public forum with public input.
“Clearly the reason there is not a quorum is because there were mass resignations … and in my experience, that is the point at which you open it up to the public,” said Petterson, who also is president of the San Diego Unified School District board. “Let’s have a meeting and talk about this. Let it all [out] and have a public conversation and [find] a resolution and move forward.
“I’m very concerned to see a process [being used] of not having that public conversation about what is going on. This is a community organization; it has no real power. Its function is to provide a public forum for the community to meet and come together and talk about issues … and communicate with the [San Diego] City Council and/or the community as neighborhoods.”
Battle for consent
Soriano told Petterson she thought he had signed on to proceed and asked him to do so at the meeting.
Soriano argued there had not been “mass resignations” and that several of those who left recently did so for personal reasons and therefore it would not have been appropriate to discuss in a public forum.
Petterson declined to provide his written consent, and Soriano pulled up a board roster that includes when all the trustees began their service. She said Petterson had served his two and was no longer qualified to retain his seat.
“You [have been] here since 2018 and our are only two-, three-year ,” she said.
She added that Petterson had not been present at “behind-the-scenes” board meetings where these issues were discussed.
“We would love your consent, but you are past your term [limit],” Soriano said.
“So you want my consent, but if I don’t give you my consent, you will remove me from the board?” Petterson asked.
“We can,” Soriano responded. “Your term has expired.”
“I’m not consenting, so you can remove me if you want,” Petterson replied.
Soriano then thanked Petterson and said the board would be “moving on.”
Without Petterson, Soriano had unanimous to install the new , who were then seated.
However, La Jolla resident Catherine Douglass echoed Petterson’s concerns, saying “It is very clear to the community that there has been a huge breakdown on this board and it has affected the rest of us. We have felt excluded and railroaded.”
Dye added that the process should have been conducted publicly.
But Soriano said “[We are trying] to be respectful of the spirit of the law … and get this council moving forward again.”
The five new trustees are Ace Parking manager Don Searcy, La Jolla residents Jeffrey Scott and Kevin Healy and local restaurateurs Karan Gurung and Arthur Myo. ♦
