Attorneys for Board Members Claim the City Illegally Removed Members Without Cause
Attorneys representing two members of the Downtown Santa Monica, Inc. (DTSM) Board of Directors are threatening legal action after the Santa Monica City Council voted to remove six of its appointees without cause, a move the lawyers say violates state law and the board’s governing bylaws.
In a letter sent this week to DTSM leadership, attorneys for board members Jon Farzam and Leo Pustilnikov argued that the council’s action to oust its appointees was “plainly illegal” and ignored protections adopted by the board during an emergency meeting on July 29. That meeting, convened under Government Code Section 54956.5, resulted in amendments to the organization’s bylaws restricting the city’s authority to remove directors without cause.
The revised bylaws, approved just hours before the council’s vote, defined “cause” to include gross misconduct, felony conviction, breach of fiduciary duty, repeated absences without justification, or actions that pose legal or reputational risks to the nonprofit. The amendments also established notice and due process requirements for any removal proceedings.
Attorneys say the council disregarded those rules, offering no clear justification for its emergency action and creating what they called an “existential threat” to the board’s ability to function. They warned that swearing in interim replacements could undermine the board’s legitimacy and expose its actions to legal challenges.
“Our clients intend to pursue all legal remedies available to our clients, including filing for
a temporary restraining order and preliminary injunction with the Los Angeles County Superior
Court,” wrote Laura Strazzo of Patterson & O’Neill, who represents Farzam and Pustilnikov.
The letter further instructed DTSM to preserve all documents, electronic records, and communications related to the dispute, warning that destruction of evidence could lead to additional legal consequences.
Farzam and Pustilnikov, both longtime figures in Santa Monica business and civic affairs, contend the council acted in bad faith. Their attorneys said they want the board to defer seating new appointees until the courts determine whether the city’s actions are lawful.
The City Council has not yet publicly responded to the allegations.
