• Reputation and trust: Violations of open meeting laws cause significant damage to the public trust and erode confidence in local leadership.
Criminal penalties:
• Misdemeanor charge: An individual councilmember who intentionally conspires with staff to hold an illegal meeting can be charged with a misdemeanor. The penalty could include a jail term of up to six months and/or a fine of up to $1,000.
• Removal from office: In cases of willful or corrupt misconduct, an elected official's actions could lead to removal from office.
ANALYSIS:
Brown Act Violation Averted
Councilmember Chua’s text messages to the Office Specialist (Exhibit 1) demonstrate directives to hold a Closed Session Council meeting that would be confidential and without staff involvement. Had this meeting taken place, a Brown Act violation would have occurred with severe consequences for Councilmember Chua, the city, and the city attorney recruitment. The city is fortunate that the Assistant City Manager immediately recognized the existing risk when the Office Specialist casually commented that she was working on Councilmember Chua’s directives. Through discussion with the Assistant City Manager when he learned of these directives, he stated that he was surprised that a request was being made by a Councilmember to set up a Council meeting without going through the proper channels and that the Office Specialist was immediately directed (1) to stop working on the Councilmember’s tasks and (2) to ask the Councilmember to reach out to the City Manager to facilitate this request. The Assistant City Manager then called the City Manager advising her to intervene immediately, which resulted in this meeting not being held. The interview was later scheduled with proper procedure and Brown Act compliance.
Key to Councilmember Chua’s directives is that the Office Specialist asked for Councilmember Chua to work with the City Manager, so that she could get formal direction and assistance with “figuring this out,” (which was at the direction of the Assistant City Manager). The Office Specialist role is not responsible for convening Council meetings or ensuring compliance with the Brown Act, and this request did not follow the process used for other interviews. Rather than Councilmember Chua calling to coordinate the meeting with the City Manager, Councilmember Chua’s directives were restated and reinforced. The below text messages transpired, while the Assistant City Manager and the Office Specialist were on a conference call working through these issues.
Based on a discussion with the Assistant City Manager, it was clear that the Councilmember was continuing to direct the Office Specialist despite her request for the City Manager to get involved (Exhibit 4). Below is the communication that took place:
Chua Thanks Michelle! Only Mayor, 4 CMs, Sherrill & ___________, the CA candidate. We can have the closed session OR 3rd floor conference room for the zoom call. Did you get confirmation of the date/time from the everybody?
Michelle Thank you for the clarification. Would you mind checking in with Deanna to discuss this so that I can get direction from her I will need her help figuring this out. Thank you so much.
Chua This is only for elected officials and no staff involved. This is the task: (1) scheduling the time good for the elected officials and (2) save the conference room. Let me know if you have any questions. Thanks.
During the brief process of trying to avert this Brown Act violation, a discussion took place between Councilmember Chua and Interim City Manager Santana. The discussion is summarized in an email dated August 29, 2025 (Exhibit 2). While some details differ between Councilmember Chua and City Manager Santana’s recollection of this call, both agree that the call ended with Santana resigning. The City Manager then called the City Manager’s Office staff advising of her resignation resulting from the tense telephone call and awareness of the severity of Councilmember Chua’s actions to overlook the duties of the city, Councilmembers, City Attorney, City Clerk, City Manager, Assistant City Manager, city attorney candidates and recruitment process, and governance in whole.
This matter was reported to the Santa Clara County District Attorney’s Office’s Public Integrity Unit for review and determination. The District Attorney reviewed the materials and determined that there was an effort to convene a nonpublic and non-noticed Council interview/meeting, and that had that meeting occurred in violation of the Brown Act, “any subsequent appointment of a new city attorney would have been subject to nullification, and the individual councilmembers potentially subject to criminal prosecution.” The District
Attorney’s Office concluded, “Fortunately, the system worked as it should, and the city manager was able to avert the violation.” (Exhibit 3) It is important to note that it is a misdemeanor to intentionally deprive the public of information it is entitled to under the Brown Act, regardless of if the member intends to violate the law. (Gov.
Code, § 54959.) Similarly, a violation occurs where a member has “reason to know” the public is entitled to that information regardless of if the member does not actually know.
Councilmember Interference
With the Brown Act violation averted, there remain other violations that the Council has not yet addressed.
Councilmember Chua engaged in interference by directing an Office Specialist to schedule a Council meeting (Exhibit 4). Council requests for a closed session must go through the City Attorney. (Council Handbook, Ch.
V, § B(1) and (2).) Council requests for meeting agendization must go through the City Manager (Council Handbook, Ch. V, § B(1) and (2)), who is responsible for coordination and administration of the City’s open meeting rules (MMC I-310-4.20), including the posting and creation of meeting agendas and related disclosures (MMC I-310-2.30). Only the Mayor, or the Council by majority vote, can call a special meeting (Council Handbook, Ch. IV, § D(2)), and only the Council by majority vote can similarly place items on a future meeting agenda (Council Handbook, Ch. V, § B). An individual Councilmember working through the Office Specialist does not have authority to schedule, notice, and agendize a Council meeting, let alone a “confidential” meeting “with no staff involvement.” A Councilmember giving direct orders to staff to sidestep official procedures can:
• Violate the council-manager form of government,
• Cause needless distress for all staff members impacted by attempts to interfere, • Overstep legislative authority resulting in interference, and • Expose the city to an undesirable reputation, legal issues, and overall poor image of governance.
Specifically, Section VI-I-2.04 of the Milpitas Municipal Code explicitly states, “Except for purposes of inquiry, the City Council and its members shall deal with the administrative staff solely through the City Manager.” Exhibit 4 provides detail of how the Office Specialist felt stressed, lack of job security, and possibly subjected to inappropriate treatment from Councilmember Chua for not following her directives. Upon returning to work, the Office Specialist asked the City Manager if she would be terminated, not understanding whether she had done something wrong by not following Councilmember Chua’s directives. Council interferences is a very serious violation and, in this case, caused for a resignation and months of distress for City Manager and City Attorney Office staff. Councilmember Chua’s interference has created workplace discomfort for staff, stress of what will happen next and if it will happen again and, in all, questions of whether there is an understanding on the part of Council and Councilmember Chua, specifically, of how severe these actions were for the staff team.
Other Policy and Procedural Violations
In addition to Councilmember Interference, there were other Code of Conduct and Council Handbook violations which are summarized below:
1. Avoid Surprises and Model Civility (Code of Conduct Violation) – Staff was not aware of the need to schedule a Special Council meeting on September 2, 2025, until about 4:15 p.m. on Friday, August 29, 2025.
Staff delayed the City Council Agenda production process to get more information about this request. The City Manager learned of this request around 4:30 p.m. by City staff and efforts were made to resolve this matter before 5 p.m. Staff was caught by surprise on a late Friday afternoon and had to redirect not only the City Council Agenda production process, but other priority work that staff needed to complete before close of business and three-day weekend. This type of “surprise” and redirection of staff capacity lacks workplace civility and could have been entirely avoided with advanced coordination as specifically requested by the Office Specialist. Staff in the City Manager’s Office, City Attorney’s Office, and City Clerk’s Office was left needlessly scrambling on a late Friday afternoon about the status of the Council Agenda packet production and Councilmember Chua’s request.
2. Respect the line between policy and administration (Code of Conduct, Council Handbook, and Municipal Code Violation) – See above re Council Interference and Exhibit 4 for how Council Interference has impacted the Office Specialist.
3. City Council Meeting Agendas (Council Handbook, Open Government Ordinance, and Council Handbook Violation) – The City Attorney is responsible for producing Closed Session agendas. The City’s Open Government Ordinance states that the City Manager is responsible for the coordination and
administration of open meeting rules. Both the City Attorney and City Manager should have been informed by Councilmember Chua and work with the Council to ensure that all administrative logistics were handled to enable a legally noticed meeting of the Council. No effort was made to adhere to these requirements: in fact, direction was given to the Office Specialist that it was to be confidential with no staff involved.
4. Calling of a Special Council Meeting (Municipal Code and Council Handbook Violation) – A Councilmember does not have the authority to call for a Special City Council Meeting. Special meetings can be called by the Mayor or by City Council majority. See # 3 above for more detail.
5. Sub-Committee Procedures (Council Handbook) – Several procedural violations took place with respect to the rules for working as a Council sub-committee. Councilmember Chua acted independent of the Sub- Committee and Council by attempting to schedule an interview with a candidate, without the Council or sub- committee consent, and did not work appropriately with the staff to support subcommittee work. The Council Handbook is clear that subcommittees shall obtain Council concurrence before they proceed in any direction different from the original instructions of the Council, and that Subcommittees should not implement policy, provide direction that would result in incurring additional expenses or provide direction to staff to take any actions that are not consistent with existing Council direction without first obtaining Council approval for such actions. There was no new direction from Council, from August 26 through August 29, 2025, to schedule a meeting of this nature.
POLICY ALTERNATIVES:
If the Council desires a more robust conversation on these issues, the Council will need to:
1. By motion and majority vote, waive the confidentiality of the Acting City Attorney’s attorney-client memorandum dated October 8, 2025.
By this action, the findings in the above referenced report would be public. However, it is worth noting that this is already not a confidential matter, nor are the materials documenting this series of violations: the text messages, resignation email, District Attorney’s letter, recruiter emails, and other materials included in this report are not protected or designated as confidential information. Confidentiality is only limited to the Acting City Attorney’s legal opinion of Councilmember Chua’s violations: therefore, this is already a public issue and, should be, as the public has the right to know when violations of this nature have occurred.
Given that the City’s Code of Conduct explicitly states that Councilmembers “will hold one another accountable,” there are options for the Council to consider. These actions can occur regardless of whether the confidentiality of the memorandum mentioned above is waived:
1. Note and File – This action would accept this report without taking further action to hold the Councilmember accountable. This action would most likely be in conflict with the City’s Code of Conduct.
2. Council Action Short of Accountability and Censure-- Council, by majority vote, can adopt a statement which disapproves of these actions.
3. Accountability – Council can verbally admonish by motion at this Council Meeting or, by a majority vote, direct staff to return with a formal resolution to admonish at a future scheduled meeting. With these listed policy options, the Council may take accountability measures by directing training, requesting a formal apology, and/or other consequences relative to formal duties.
4. Censure – Councilmembers may act to Censure Councilmember Chua as detailed in the attached in the City’s Censure Policy (Exhibit 5).
ATTACHMENT(S):
Exhibit 1: Text Messages and emails from week of August 24, 2025 Exhibit 2: Correspondence with District Attorney’s Office Exhibit 3: Interim City Manager Resignation email from Friday, August 29, 2025 Exhibit 4: Report from Office Specialist
Exhibit 5: City of Milpitas Censure Policy
EXHIBIT 1
EXHIBIT 2
EXHIBIT 3
From: Deanna Santana <[email protected]>
Sent: Friday, August 29, 2025 5:30:45 PM
To: City Council <[email protected]>
Cc: Christopher Creech <[email protected]>; Matt Cano <[email protected]> Subject: CONFIDENTIAL: Two Month Notice -- As required by my Employment Agreement
Good Evening City Council,
The purpose of this notice is to advise the City Council that I am submitting my notice of intention to resign.
Over the past two weeks, I feel that Councilmember Chua has engaged in some poor practices between the Councilmember:Manager relationship and I have felt tension toward me from her. I have tried to respond in the best way possible to support the City Council, but I feel that the tension toward me does not allow for me to fulfill my duties.
The most recent being this evening (at 4:30 p.m.). Without any notice to me, Councilmember Chua reached out to Michelle and asked her to reserve a room, poll the city council for a meeting to be held on Tuesday at 4 p.m., and to reach out to the third City Attorney candidate for to confirm an interview.
Michelle immediately called Matt and then me. I reached out to Councilmember Chua by phone and sent an urgent text for her to call me. When I did not hear back from her, I called the Mayor asking if she can get in touch with Chua so that she could call me because staff was getting ready to leave and we did not know anything about this request.
Michelle called stating that she got a directive from Chua asking for the above requests of holding a room for Council only, polling the Council, and confirming the candidate. I was providing Michelle the instructions of what she could do (hold the room and poll the Council), when Councilmember Chua called at 4;55 p.m.
Councilmember Chua ask why I was calling and I explained to her that a Special Meeting was required to convene the full Council for an interview, she did not agree and stated that it was just an interview. I advised that only the City Attorney or City Manager could notice the meeting and that Michelle did not know how to do that and her response was that I had five minutes. I stated that I was only trying to make sure the meeting was properly noticed and in compliance with state law. She disagreed, and I clarified that a meeting of the full Council requires an agenda and that only the City Attorney and City Manager could initiate that, not Michelle. This caused tension from her toward me.
This is not how to support the Council with its needs, it would have been better for her not to disclose the candidates name and number to Michelle, and instead work through the City Manager or City Attorney. She was frustrated my explanation of the requirements and concern that Michelle play this role.
I expressed to Councilmember Chua that I felt like there was some tension coming from her and that I wanted to talk it over. The conversation got worse and I stated that if she wasn’t happy with my work that I would resign.
She stated that that is a conversation for next week. Given the above and two other recent examples that I feel have caused tension from her toward me, I told her that I would resign.
I came to Milpitas to help fix the organization, not to fight or be disrespected. Unfortunately, over the last two weeks, both have happened with Councilmember Chua.
Please accept this as my two-month notice, I will fulfill my professional duties and wish you all the best.
Sincerely, Deanna
EXHIBIT 4
October 16, 2025
Dear Milpitas City Council,
I am writing this letter to talk about my interaction with Councilmember Evelyn Chua that took place on Friday, August 29, 2025.
She asked me to schedule a meeting with the city attorney candidate, the recruiter, and the full council. I asked her to clarify if she wanted the whole council present for this meeting, and she confirmed that she did.
Shortly after that request, I had an impromptu call with Matt about a separate scheduling issue. During that call, I mentioned what I had been asked to do. I was unsure if this was something I should be doing, and I was stressed about completing the direction appropriately. A councilmember had made a request, and I wanted to fulfill it, but something about it didn’t feel right.
Matt listened and explained why I could not schedule that kind of meeting. He told me to draft a text to CM Chua asking her to connect with the City Manager instead. While I knew that getting the City Manager involved was the right thing to do, that made me nervous, and I told him that. I was nervous because I knew CM Chua would not appreciate the delay in scheduling or the fact that I had not simply followed her direction of having no staff involved. This added more stress and made me feel like I was going to be in trouble with CM Chua.
My role as Office Specialist is to support the Council and their requests, and I take pride in being able to do that. I feel that because I am committed to following through and always trying to meet expectations, I was placed in a situation where I could have been blamed if something went wrong. This made me feel somewhat manipulated by being asked to do something that I had never done and did not know how to do but was asked to keep all of this confidential from my bosses.
I composed the text and sent it. She responded, saying, “this is for elected officials and no staff involved, ” and then restated the task. At this point, I felt conflicted, unsure, and stressed. I have never been asked to complete work without being able to go to the City Manager or Assistant City Manager and I knew that this was not the right way to work. The tone of her message made me feel like she was unhappy with me, not just for not scheduling the meeting, but also possibly for pushing back by asking her to go through the City Manager. I felt like I was being asked to compromise my regular way of working with the
City Manager and Assistant City Manager to accommodate her need for secrecy. It felt wrong and I felt like she was pressuring me.
So, after thinking this through, I called Matt back, and he had the City Manager on the line. I told them what she had said. I was then asked if I had the authority to schedule a special meeting, because that is what this would be. I said no, because I do not have that authority.
Now it was almost 5 PM, and I was nervous, anxious, and worried. I felt afraid of what was going to happen. I was scared about a councilmember being upset with me. Would that put my job at risk? If I had scheduled the meeting, it could have created a serious issue for the City and my name would have been all over it. I would have been involved in something that could have broken the law, made me look like a co-conspirator, and damaged the City’s reputation. Just realizing that was incredibly scary.
I also felt like I looked incompetent for not scheduling it. But if I had scheduled it, I would have looked just as incompetent for not knowing the limits of my role after two years with the City and for putting so many things at risk.
I spent the entire weekend sick to my stomach and worried. Was I in trouble? Did I handle it wrong? Would I be fired first thing Tuesday morning? Should I have just scheduled it and not involved Matt or the City Manager? Can a councilmember have me fired? Will she try to have me fired or retaliate against me for not following her direction? On Tuesday, I wanted to call in sick because I was unsure what was waiting for me. I was scared to run into her in case she was angry. I’ve felt that kind of tension before, and the fear of being shut out or on the receiving end of anger made it hard to show up.
This whole situation has been a rollercoaster of emotions for me. Even though both Matt and the City Manager have assured me that I did the right thing, I still cannot shake the anxiety. I am so grateful for Matt being there to guide and support me. Without him and his quick response, I could have made a serious and costly mistake for myself professionally and for the City. I wish that CM Chua would have left me out of this, it has caused for a lot of stress.
Sincerely,
Michelle Rodriguez
EXHIBIT 5