Reform the DDBA to Avoid a Costly Lawsuit
March 08, 2025
Commentary by Heather Caswell with Jonathan Greenberg
Our decision to threaten the City of Davis with a class action lawsuit on behalf of members of the Downtown Davis Business Association (DDBA) was not made easily, or quickly. For years, an organization that was created to support the interests of hundreds of dues-paying businesses has instead been co-opted to support controversial political positions promoted by the Davis City Council, as detailed below.
As stated in the California Supreme Court’s landmark 1976 Stanson v. Mott decision, a “fundamental precept of this nation’s democratic electoral process is that the government may not ‘take sides’ in election contests or bestow an unfair advantage on one of several competing factions.”
This means that it would be illegal if the Davis City Council, even indirectly, allowed a special tax dedicated to promoting the interest of downtown businesses be used to promote political speech benefiting city council positions on public initiatives.
We believe that this is what the DDBA has done, through an unaccountable board of directors, which holds its power through irregular and potentially illegal elections
The DDBA has done this through an un-accountable board of directors, which holds its power through irregular and potentially illegal elections. Fewer than 10% of the organization's members voted in the January 23 election that I ran in. Three quarters of the dozens of DDBA businesses that I spoke to never received email notifications of the election. Not a single one was notified by the organization that they could run for its board. And at a time when all DDBA Board meetings are held over zoom, members, for no good reason, were required to vote in person within a one hour period, instead of online, at their convenience.
When Ezra Beeman and I ran to help create a more responsive board, the existing board members and the DDBA Executive Director colluded to change the election rules at the last minute, while they selectively recruited other former board members to show up to run or vote against us. Without any mention during the board meetings prior to the election, they added four seats to the seven member board two days before the election (the DDBA website today still states that they are a seven member board). They then delayed the printing of ballots for three days to print them just hours before the election, so that the names of their friendly candidates could be included.
This collusion followed a pattern of not adhering to the organization’s own bylaws for board nominations, and repeated lies to me and others, for years, about a limitation on the number of retailers on the board.
It is not my preference to pursue a class action suit, or harm the city with litigation costs and a possible multi-million dollar judgement ordering the return of DDBA fees to downtown businesses. But the Davis city council is responsible for approving the DDBA every year, and collecting a special tax on downtown businesses to finance it. These taxes have amounted to more than $7 million since 1989.
Last month, in the spirit of collaboration and compromise, we sent Davis city officials an offer to not proceed with a lawsuit if the DDBA agreed to a seven point proposal (below) that would bring board elections into compliance with standard operating procedures and a process to more adequately represent its members.
DDBA members should not be paying $250,000 per year in special taxes to function as a public relations agency for the City of Davis. Nor should the organization's board refuse to take a role in helping downtown businesses share information and advocate for funding to address our single most important issue: the worst safety crisis in downtown history.
That’s why, after having my life threatened twice by a mentally unstable homeless man with a record of over 50 arrests and 100 incidents in Yolo county, I decided to run for the DDBA Board election on January 23.
My decision to run to reform the DDBA board followed three months of frustrating board meetings in which we tried to urge the board to facilitate a safety awareness network that would empower businesses to share information about a small number of repeat offending criminals who have been arrested for terrorizing and threatening owners, employees and our customers. Instead of working to be part of this or any safety solution, I was told by the board’s top officers that the DDBA was limited in its purview to focusing on parking and promotional activities.
This was a false claim contradicted by the Safer Davis Crime Prevention Through Environmental Design (CPTED) program that the DDBA administered for three years through 2024. I helped lobby to get the DDBA to take that on during the COVID years.
I am also painfully aware of the active support that the DDBA has given to other efforts that have nothing to do with parking or promotion, including the recent sales tax hike and the unpopular DiSC ballot initiatives.
I helped lead the opposition of the 2020 and 2022 DiSC ballot propositions that would have provided special zoning to permit a billion dollar mega development on more than 1,000 acres near Davis. In addition to converting precious farmland, the DiSC project would have created traffic nightmares, and a second downtown of more than 100,000 feet of retail space to compete with downtown Davis businesses.
Yet the DDBA followed a unanimous vote of the Davis City Council to publicly endorse both DiSC1 and DiSC 2. Only one of the 30 downtown businesses I spoke to supported DiSC. The DDBA board made its endorsement, which was featured prominently in the flood of ads and mailers paid for by the DiSC developer, without ever polling its members about whether they supported the downtown-killing mega deal. Despite the DDBA board’s support, voters felt the same as business owners and voted 2 to 1 against it.
The DDBA board of directors does not even pretend to represent its members. Last year, the board, at the request of the Davis City Council, voted unanimously to publicly and actively support the largest sales tax increase in our history, a 1% tax increase on everything that Davis businesses sell. In the DDBA Board minutes for June 2024, it was reported that the board voted to support the sales tax ballot initiative without even speaking to a single one of its 550 members. The minutes stated, “Discussions with members on how they feel about a 1% increase in sales tax will be a goal over the next few months before we jump into campaigning to support the measure.”
The budgetary choices the DDBA board makes are also shamefully unresponsive to the needs of its members and our community. Last year, while the Davis Enterprise, like all newspapers, was struggling to survive, the DDBA spent just $314 on advertising there. The DDBA could have purchased numerous print ads with coupons and special offers, as the organization did years ago. But instead of advertising in our vital city newspaper to promote our businesses, they funnelled most of the organization's money to staff and board-friendly consultants.
In 2024, the DDBA spent $39,000 on “social media marketing,” as well as $16,900 for “planning and analysis,” and another $7,946 for “communications work.” More than $5,000 was spent on “constituent management,” despite the fact that the basic necessity of updating and verifying member emails so that the DDBA could reach us and be “powered by the people” (the organization's motto) could be achieved. I cannot understand why much of this work could not be handled by the DDBA’s full time Executive Director, who receives a salary of $80,000 and benefits costing another $16,000.
These expenses have failed miserably in promoting new customers for downtown businesses. Six months of marketing on Facebook yielded just 12 click throughs to DDBA links. An expensively done series of 19 videos profiling member businesses last year has been viewed a total of less than 150 times on YouTube, and is almost impossible to find on the DDBA’s terribly organized website (try finding board meeting notices, agendas and minutes!). In contrast, a YouTube video to oppose Disc 2, which we spent $500 creating and marketing, was viewed more than 13,000 times in Davis, helping build the awareness necessary to defeat the downtown-harming project that the DDBA shamelessly endorsed.
Despite all its spending, the DDBA has been shamefully ineffective in promoting downtown businesses. In contrast, our YouTube video to oppose Disc 2, which we spent $600 creating and marketing, was viewed 19,000 times in Davis. This helped build the awareness necessary to defeat the downtown killing project by 3,000 votes and a two-to-one margin.
These are the seven important steps that I propose to remedy the situation and avoid the need for a class action lawsuit.
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An email verification process to ensure that the contact information for all members is correct and those who have not paid their dues are given an opportunity to do so.
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A revision of bylaws to spell out an online DDBA board voting system that provides sufficient notice and video statements for each candidate so that all members are given a fair chance to run and vote in an election.
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Equal outreach and recruitment to all DDBA members to serve on the board, with deadlines and rules spelled out in the revised bylaws and adhered to.
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Clarification in the bylaws of who, other than owners, can serve on the board on behalf of member businesses (Employees only? Spouses? Friends?), and how those businesses must authorize this representation.
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All of the 11 current Board members who wish to remain on the board must run for re-election to a new two year term, using this revised online voting system, in January, 2026.
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All DDBA endorsements for a public initiative (such as a sales tax increase) will only be made after sending pro and con arguments to all DDBA members, polling them online, and receiving majority support for the endorsement.
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New language in the DDBA bylaws and/or Memo of Understanding with the City of Davis which clarifies that advocating for, and sharing information related to the safety of downtown businesses is within the purview of the DDBA.
At this year’s first meeting of the newly elected DDBA board, I was encouraged by a clearly stated intention by directors to be involved in addressing the city’s safety crisis. I was also encouraged by Executive Director Brett Lee’s comment in a recent Enterprise story that “Downtown safety and cleanliness are two of the biggest priorities for me and the DDBA in general.”
I appreciate that in December, the Board supported a resolution that I proposed asking the city to budget a new downtown beat cop. The City Council is scheduled to vote for that funding at its March 18 meeting. I hope that the DDBA can join me and our Davis Community Vision Alliance to actively lobby for this funding.
I have not yet heard back from the city attorney on our proposal to democratize the DDBA and avoid an unnecessary lawsuit. But I hope Davis officials will soon direct the DDBA to implement these needed reforms. And work together to create a safer, vibrant downtown Davis for us all.
updated 3/9/2025
A friend who is a lawyer stated the following, “ There are massive first and fourth amendment problems with forced taxation without due process, and not only seizing tax money, using it to promote unwanted political speech.
They have a point. The DDBA’s bad behavior is serious and needs to be addressed.
Posted by: Colin walsh | March 09, 2025 at 11:00 AM
Wow! Thank you, Heather, for presenting such clear and detailed information about what our DDBA has been up to.
Your voice is especially important as one of the favorite small, local businesses in our town which makes Davis special. These need to be strongly protected by the DDBA.
I'll be sharing this info with others and we'll all be paying more attention.
Posted by: Victoria Whitworth | March 09, 2025 at 01:06 PM
"the Board supported a resolution that I proposed asking the city to budget a new downtown beat cop. The City Council is scheduled to vote for that funding at its March 18 meeting."
RE-FUND the POLICE !
Posted by: Alan C. Miller | March 09, 2025 at 05:08 PM