When Mary Soriano’s practices were called into question, she removed a second trustee in two months without a trustee vote and added more.
La Jolla Town Council President Mary Soriano removed trustee Cody Petterson after he withheld consent to add more trustees as concerns abound about the legality of her actions.
As of the Town Council’s June 12 meeting, only five trustees remained, well below the minimum 13 required per the group’s recorded bylaws.
Trustees cannot be added – no official action can be taken by the LJTC – without a quorum of the 13; questions have lingered for months about how the LJTC legally exists without a quorum after Soriano publicly removed former LJTC Vice President Peter Wulff April 10 without a necessary board vote over allegations of insubordination and failing to join a committee, among others.
Wulff’s removal led to a few trustee resignations of those who objected to Soriano’s leadership and actions without trustee votes. By the May 8 meeting, only five remained: Soriano, Chief Technology Officer David Talcott, Rick Dagon, Jana Farella and Petterson.
“Our bylaws do not cover under quorum to fill vacancy,” Soriano said June 12. As such, she invoked California legislative code for nonprofit mutual benefit corporations (Town Council is a registered 501(c)6).
Code 7224 states “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 read aloud.
“We did a unanimous written consent,” Soriano said, before announcing five trustees would be added to the board that night: Karan Gurung, Kevin Healy, Arthur Mayo, Jeffrey Scott and Don Searcey.

Cody Petterson
Petterson objected as the candidates came forward to introduce themselves and be seated at the trustee table.
“My biggest concern is … something clearly happened to lead to a mass resignation,” he said, asking Soriano to instead hold a public conversation to discuss the tumult.
“This looks to me like the response to the mass resignation is, ‘Let’s pack the board and move on as if those didn’t happen,’” Petterson said. “I do not like the lack of transparency.”
Town Council is “essentially a public forum,” he said. “It really needs the legitimacy of the consensus of the community.
Soriano disputed there was a mass resignation and maintained “there are some things that are confidential that we definitely do not want to share.”

Mary Soriano, La Jolla Town Council President
“We’re going to go ahead and move forward … in the spirit of the law,” Soriano said, continuing to have candidates join the board after introductions.
When reminded Petterson still did not consent to add trustees, Soriano pressed him for it, and the two debated for several minutes.
“I still don’t understand what’s happening,” Petterson said. “These all seem like incredible people and assets to [LJTC], but I deeply believe that we should have a conversation about what the breakdown is before we move forward as though it didn’t happen.”
“If we can go ahead and get your unanimous consent, otherwise, I don’t know how to apply the law, where your term is already past the two terms,” Soriano said, referencing a two-term limit for LJTC.
“Cody, you’re technically expired,” she said.

Cody Petterson
“So you want my consent [to add trustees], but if I don’t give you my consent, you will remove me from the board?” Petterson asked.
“I’m trying to help you,” Soriano said.
“I’m not consenting. You can remove me if you want. That’s your business,” Petterson said.
“Okay, thank you so much. So we’re going to go ahead and continue with business,” Soriano said.
Some at the meeting spoke out in objection.
“I’ve been a part of this association … in various positions [for many] years,” La Jollan Ron Jones said. “We have had a procedure for 75 years now for election processes. You have gone around it entirely. There has been a steady drip of trustees leaving for various reasons. … it gets it down to leadership, quite frankly.”
Soriano’s “effectiveness has been questionable,” he said.
In response, Soriano said LJTC has been paying for a cell phone bill for Jones.
“These are the kinds of things that we do not need to put out here, but would like to go ahead and move on,” she said.
Jones said the Town Council no longer pays that bill.
“What has occurred today probably needs to be evaluated as far as legitimacy,” said Chas. Dye, among those who resigned in protest of Wulff’s termination.
Others spoke in support of Soriano: “We’re just trying to save [LJTC],” Jana Farella said. “We’re here to do this for the community, not for our egos.”

The rest of the new candidates took their trustee seats for the remainder of the meeting without formal election or a swearing in, which the bylaws state must happen at the next regular meeting.
The June 12 meeting agenda listed action items including amending the bylaws to lower the minimum number of trustees from 13 to seven, although Soriano skipped the action items, as well as her president report, review of the minutes and financial reports.
The meeting minutes have not been shared since March.
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