A board member retaliation allegation, a notice letter from City Hall and open meeting law rule-bending are roiling the nonprofit organization charged with cleaning and maintaining Ingleside and Lakeside Village’s stretch of Ocean Avenue.
Discord rocking the Ocean Avenue Association was on full display at the nonprofit’s Aug. 17 meeting, from public comment to the agenda’s sole subject: governance.
The association, which successfully extended the life of the district last year, has been distancing itself from its one-time opposition to the San Francisco Municipal Transportation Agency project to improve street safety and K Ingleside train speeds by installing transit-only lanes along the corridor. The move is causing problems for some of its members against the lanes.
Instead of discussing how to use its newly enlarged budget to market the corridor, fill long-standing vacant storefronts and empty sidewalk tree wells and hire more street cleaners, the board focused on itself.
Treasurer Demotion Allegation
During public comment, attorney Michael G. Zatkin spoke on behalf of board member Tiffany Zhang, whom he said was stripped of her position as the board's treasurer by Board Chair Kath Tsakalakis on Aug. 12. The association’s bylaws and handbook do not allow the board chair to unilaterally remove an elected officer, he said.
“This issue is about more than just Ms. Zhang,” Zatkin said. “It concerns respect for your authority as board members and adherence to the bylaws that govern the group. Given that tonight's meeting is about board governance and even includes an outside governance expert, we hope that the board will obtain guidance on this issue.”
Tsakalakis did not address the matter during the meeting. A member of the public who did not speak video-recorded the entire meeting.
Zhang, who owns Little Panda Preschool, said during public comment that she had not resigned as treasurer and that her removal was done without a vote from the full board. She said that she did not want to bring additional conflict to the board and that her concerns went beyond her position, encompassing the board’s decision-making and whether they were made as a whole, per its bylaws, or by the individual preference of one or two people.
“Ocean Avenue is one of San Francisco's most diverse commercial corridors,” Zhang said. “Our board governance should reflect that diversity through inclusion, equal participation, transparency [and] respect for collective decision-making. This is why I believe this issue is bigger than Tiffany Zhang.”
Chinese-American activist Josephine Zhou spoke on behalf of Zhang, stating that it was not OK to strip due process from board members and that individuals should not be removed through a one-sided unilateral decision made without board approval. She said that it’s no longer the time of the Chinese Exclusion Act, calling the alleged demotion “so last century.”
“I want to hold you accountable,” Zhou said. “I want to know why, how and according to what. It is important that all voices should be included because they are the members of your community and our community.”
Tsakalakis told The Ingleside Light this week, without sharing any confidential information, that Zhang was issued a verbal warning in February that then turned into a written warning in May. She added that the board will have to create a budget line item for legal expenses in light of Zhang's letter.
When asked if Zhang still held the treasurer position, Tsakalakis was cagey. She said she did not think there was any need to clarify and that the board was going through the appropriate governance process.
The website lists Zhang as treasurer as of this report.
Notice Letter
The San Francisco Office of Economic & Workforce Development, the association’s overseer, issued a letter on July 17 requiring the board to hold a meeting on governance after receiving numerous reports of members ignoring the Brown Act, a state open meetings law.
“We wanted to take this meeting as this moment to reset, think about and consider expectations, consider your role here, and move forward in remembering and recognizing what your role is to fulfill the mission of the Ocean Avenue Association,” said Jackie Hazelwood, OEWD's community benefit district program director.
Hazelwood strongly recommended that all directors of the board participate in Brown Act and governance training as soon as possible, especially before the board undergoes further substantive deliberations or actions.
In June, the association held an emergency board meeting to discuss taking a position on the San Francisco Municipal Transportation Agency’s transit-only lanes project. Because there was no quorum, the meeting wasn’t held. Tsakalakis said the board would discuss its policies about taking positions on issues at a future meeting.
In a presentation, Ocean Avenue Association Executive Director Megan Catmull said possible instances of Brown Act violations have been observed or shared with her, such as conversations about potential board actions involving multiple board members outside a public meeting, which is commonly called a “serial meeting.”
Examples included board members failing to bring issues into the association or members of the board acting independently in the name of the association or “on behalf of staff” without proper notice to the board, in instances like when merchant concerns were brought to individual members and addressed without consultation or convening of meetings from the board as a whole.
“Those are areas that hopefully we can grow and move forward with together,” Catmull said.
During the presentation, The Ingleside Light’s Alex Mullaney flagged that no meeting documents, such as the OEWD notice letter, were shared with the public on the website or in print at the meeting. Hazelwood, OEWD’s Brown Act expert, said that the notice letter should have been provided in compliance with the law.
The letter City Hall sent to the Ocean Avenue Association in July.
To help alleviate the issues, the association brought in a volunteer governance consultant and volunteer Alfredo Vergara-Lobo to speak about effective governance within the organization. Vergara-Lobo has also moderated two town halls meant to find a compromise for the installation of red lanes at the request of District 7 Supervisor Myrna Melgar and District 11 Supervisor Chyanne Chen earlier this year.
Vergara-Lobo said the kind of friction or miscommunication amongst the board can happen when they aren’t meeting frequently enough to develop the “team spirit” where they can freely share feedback or ideas amongst each other without fear of retaliation and feel safe being themselves within the board.
The association has hosted one board meeting per quarter since the start of the year, moving from the roughly once-a-month format, and hosts smaller special committee group meetings roughly once a month. Attendance, follow-through, communication and responsiveness have also been identified as issues.
“My theory about why it's hard is because we, if you think about it, expect a group of people that meets every blue moon or every once in a while to perform as a well-oiled machine that trusts each other and feels like a team and has no issues,” Vergara-Lobo said. “That's the expectation, and everywhere else in life, we know that that doesn't work.”
This struck a cord for Zhang, who thanked Vergara-Lobo for his remarks. She expressed concerns about changes made to the board handbook and website without board input and asked if they were allowed to ask one another how things work, like their governance or systems, to which Vergara-Lobo said yes.
Tsakalakis, the board chair, asked if the board would be interested in scheduling a one-day retreat for training. She also noted that not everyone was present during the orientation for new board members on Feb. 2.
“We're here to make sure the corridor thrives. We can't do it at each other's throats,” one board member said.
Another issue of concern was raised by Ocean Hair Design owner and board member Cindy Huynh, who said she felt “threatened” by a letter Catmull had sent regarding board attendance. Chase Lucky Bakery owner and board member Wei Sen Lei added that he felt the framing of the letter sounded like a setup to remove people from the association.
Catmull apologized for the tone of her email.
The meeting continued, following Vergara-Lobo’s general tips on how the board needs to discuss ways to communicate with one another, with Catmull transitioning the purpose of the meeting, which was to go over current policy documents and adjust them to the board’s liking.
The meeting neared the end with KMAC instructor and board member Larry Dorsey thanking Catmull for apologizing and telling the board that they need to work together.
“We're here to conduct business,” Dorsey said. “We're here to make sure the corridor thrives. We can't do it at each other's throats.”
The board members were sent home with homework, including to review the bylaws, code of ethics, conflict of interest policy, board handbook and related governance materials.
