Board members Izzy Tihanyi, co-owner of Surf Diva Surf School, and Gregory Rizzi, both incumbents, were in violation of the bylaws due to their membership status; both were associate members.
"I received a letter from Tom Cerutti, who brought it to our attention," Marengo said.
Business owners are automatically PLJ members if their businesses are located in the Village of La Jolla, but owners on the outskirts can become associate members of Promote La Jolla by registering and paying a fee.
"PLJ has always had associate members as far as I can remember," Marengo said. "We found out recently they should not sit on the board of directors."
After an October election that featured seven La Jolla business owners challenging the eight incumbents "“ all of whom won back their seats on the Business Improvement District Board "” PLJ's attorney Bill Sauls attended the monthly meeting to give his interpretation of the bylaws, Marengo said.
Sauls asserted that the bylaws didn't allow for Nancy Warwick and Bob Collins "“ two challengers who were runners-up in the election "“ to fill the vacancies because once the election results are posted, any vacancies are handled by another procedure that includes the PLJ board receiving letters of interest from current members and then appointing the new board members, Marengo said.
"There was no provision in our bylaws that says once our election has taken place, if there's a vacancy then the last person in the last election would take the seat," Marengo said.
But Warwick said many people worked diligently to scrutinize the results of the PLJ election, and Warwick and Collins had signed a letter sent to the board pointing out the status of the two members.
"The way the bylaws are written, the election takes place once a year," Marengo said. "We need to post the results of the election. We did that. If a vacancy occurs after that, we go to our other procedure."
Warwick and Collins, who attended the meeting, claimed the two members couldn't resign their posts because they were not properly elected or confirmed.
"According to their own bylaws, to be properly resigned, they have to be properly elected and properly confirmed," Warwick said.
Although Marengo asked Warwick and Collins to apply for the two vacancies, Warwick said they will choose not to do so.
"If we apply, the board would have exclusive rights ... Bob and I feel like we've legitimately won the election," she said.
In a written statement, Warwick and Collins said, "This decision by the board of PLJ is contrary not only to the PLJ bylaws but also contrary to fundamental concepts of fairness ..."
PLJ is looking to fill the two vacancies. Any member of the Business Improvement District in La Jolla who wishes to fill the vacant board seats should send a letter of interest to Tiffany Sherer, executive director of Promote La Jolla, 1150 Silverado St., No. 221, La Jolla, CA 92037, no later than 10 days before the next meeting on Dec. 12, when the board will appoint the new members, Marengo said.
For further information, visit www.lajollabythesea.com.