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Council approves mass replacement of Downtown Santa Monica board

Council approves mass replacement of Downtown Santa Monica board
DTSM has chosen its new security company to replace Covered 6 to patrol the 3rd Street Promenade and Downtown districts

In an unprecedented vote, the City Council has recalled all six of its appointments to the Downtown Santa Monica Board and replaced them with individuals drawn largely from from the city’s established political structure.

Councilman Barry Snell, who used to sit on the board before joining council, authored a memo to the City Manager alongside Councilmembers Dan Hall and Caroline Torosis asking for the emergency action on July 25. City Hall announced the discussion to the public on the evening of July 28 and held the vote on the evening of July 29.

The letter requesting the mass firing has vague reasons for the extreme action.

“As we all know, DTSM plays a pivotal role in shaping the vitality, safety, and economic success of downtown Santa Monica,” said the memo requesting the action. “Unfortunately, members of the public and this City Council have identified growing concerns regarding the lack of transparency and accountability as it relates to the policy direction being provided by DTSM’s current Board of Directors.”

In removing the current appointees, councilmembers said the board was too heavily weighted toward property and business owners and lacked enough representation from individuals who are not economically connected to DTSM and the Promenade. Snell said the current group of appointees didn’t represent the views of the City Council.

“I have deep concerns about how downtown Santa Monica is run, its relationship with the city, whether it's honoring the terms of the agreement with the city, and whether it's performing its obligations,” he said.

Downtown Santa Monica, Inc. (DTSM) is a private 501(c)(3) nonprofit organization that partners with the City of Santa Monica to manage the downtown business improvement district. It evolved from the former “Bayside District Corporation” and today oversees services like maintenance, hospitality ambassadors, marketing events (such as the annual ICE skating rink), and economic development programs in the city’s central business district. DTSM operates under a services agreement to enhance downtown beyond baseline city services, with the mission of promoting economic vitality and community life in the area. A volunteer Board of Directors governs DTSM and provides oversight of these programs.

It is governed by a 13-member Board of Directors structured to balance public and private stakeholder input. Six board members are appointed by the Santa Monica City Council, six are elected by the downtown property owners, and one seat is reserved for the Santa Monica City Manager (or their designee).

It has a significant annual operating budget, funded primarily by special assessments on downtown properties and businesses. In the most recent fiscal year, total revenue was about $10 million. About 70% of the budget comes from fees and taxes paid for by businesses in the zone. The zone can be disbanded if a majority of the businesses covered by those taxes were to vote to do so. The Council has authority to distribute the taxes collected and in addition to appointing six seats it has to authorize DTSM’s annual budget. Boardmembers usually serve staggered four year terms with new members joining every two years.

Snell said the recent resignation of the DTSM Andrew Thomas prompted the draconian mass removal of the appointed board members.

“As a CEO Andrew Thomas has recently resigned, we have a small window of opportunity to see that downtown Santa Monica is reformed, but it's not likely to happen with the current makeup of the board. Therefore, I believe the city needs to take immediate action so that the board members reflect the values of this council prior to Downtown Santa Monica appointing the new CEO.”

There have been no formal complaints or investigations into wrongdoing by the DTSM Board but in voting for the mass firing, several councilmembers justified their decision by suggesting there were significant problems with the Board.

“I have been increasingly troubled by reports of not just dysfunction, but also outright hostility and attempts to undermine the very foundation of what is the vital business improvement district in our downtown,” said Councilmember Jesse Zwick. “I would not normally support this as an emergency matter, but I do believe that number of factors including the imminent hiring of a new CEO and the overdue necessity of renewing a campaign to renew the property assessment district make it actually an existential threat to the body going forward, and one that is desperately in need of new leadership.”

Mayor Lana Negrete was the lone opponent of the decision. She said she was unaware of any urgency to remove all six individuals and that the board had seemed to be working in relative harmony recently towards common goals.

“I've always felt like the balance of stakeholdership, meaning businesses owners, residents are key, but sometimes don't agree with everyone, and that's okay,” she said.

Negrete said she’d be open to hearing any evidence that justified the decision but nothing had been discussed to explain the emergency need.

“I mean, quite honestly, it sounds like what our president is doing right now is getting rid of systems in place that create democracy to control what they want the outcome to be,” she said.

There have been disagreements between the Board and City Hall recently.

Earlier this year, members of the DTSM Board said they wanted to withdraw from an agreement with City Hall over maintenance costs. Under the agreement, DTSM incurs additional costs above its mandated levels for work in some parking structures and the City is supposed to provide increased street cleaning on roadways. Boardmembers said the deal is one sided and wanted to withdraw prompting warnings by the City that any attempt to alter the agreement would result in a rejection of the DTSM budget and the funding remained in place.

Thomas subsequently announced his resignation from the organization after three years on the job. The timing of his resignation followed months of internal review and debate by the organization’s 13-member board. In April, the board held a split vote in closed session to authorize contract negotiations with Thomas who wanted a $50,000 raise to his existing $250,000 salary, with six members in favor and four opposed. A separate motion to open the CEO role to outside candidates failed. The board then voted unanimously to create an ad hoc committee tasked with defining leadership performance standards, negotiating terms and commissioning an organizational analysis.

Lucian Tudor, who owns the 1212 restaurant, was one of the individuals removed.

“This was not about improving governance—it was about consolidating control,” said Tudor. “Our board was the most diverse and engaged it’s ever been. We challenged the status quo, asked hard questions, and fought for transparency. And now, we’re being punished for it.”

He said DTSM has increasingly been tasked with providing expanded services—often to fill gaps left by underperforming city vendors—without the accountability or oversight expected of public contracts.

“The Council doesn’t want a board that represents the community—they want one that answers to them,” Tudor said. “They’ve replaced us with political insiders who won’t question where the money is going, or why public needs are being pushed aside for private interests.”

DTSM attempted to block the Council decision by holding an emergency meeting before the Council vote to amend its bylaws. The City Attorney’s office said that meeting was invalid and any decisions made are not binding.

DTSM members said the Council’s decision also lacked emergency justification.

“It is also troubling that the Council held its own emergency meeting under questionable legal justification, while publicly criticizing the Board’s emergency meeting. This double standard raises concerns about fairness and transparency,” said Boardmember Jon Farzam. “DTSM remains committed to lawful governance and to serving the Santa Monica community with integrity. We are reviewing our options and next steps.”

The newly appointed boardmembers are Sean Besser, Richard Bloom, Gleam Davis, Jonathan Gregory, Hodge Patterson and Elaine Polachek.

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