Memo
To: Oliver Chi, City Manager
From: Barry Snell, City Councilmember
Cc: Caroline Torosis, Mayor Pro Tem
Dan Hall, City Councilmember
Date: July 25, 2025
Re: Governance Reforms and Emergency Appointments to the Downtown Santa Monica, Inc. (DTSM) Board of Directors
In coordination with Mayor Pro Tem Torosis and Councilmember Hall, we request that the full City Council consider taking immediate action to reform the governance of DTSM by approving the following actions:
1. Removing all six of the current City Council-appointed members to the DTSM Board of Directors, effective immediately.
2. Declaring that emergency circumstances exist under which the City Council may appoint acting board members, consistent with DTSM bylaws and State law, while also initiating the formal recruitment process to identify six permanent City Council appointments to the DTSM board.
3. Modifying current City Council practices, including a waiver of ranked-choice voting and Resolution No. 11510 procedures, to allow for the immediate appointment of six interim DTSM board members.
4. Directing that the City Clerk publish a notice of the board vacancies for DTSM and return to Council for final appointments at the City Council’s regular meeting of September 9.
As we all know, DTSM plays a pivotal role in shaping the vitality, safety, and economic success of downtown Santa Monica. 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.
Given the recent announcement of the resignation of current CEO Andrew Thomas, we believe that the governance issues that currently exist at DTSM can no longer be ignored. Accordingly, we are requesting that the City Council support our request to remove all six of the current City Council appointed board members to the DTSM Board of Directors, and to make a finding that there currently exists an emergency circumstance which requires the City Council to expedite the appointment process for six new board members to DTSM.
By taking these actions now, prior to the selection of a new CEO, the City Council can ensure that DTSM is better positioned to serve the public interest, respond to evolving downtown challenges, and become a more effective and aligned City partner moving forward.