What Your City Council Owes You — and What Happens When They Forget
“Government is a trust, and the officers of the government are trustees; and both the trust and the trustees are created for the benefit of the people.”
— Henry Clay, Lexington, Kentucky, 1829
Buried in the 2022 Civil Grand Jury report “Unsportsmanlike Conduct” is a small section that changes how we should evaluate every Santa Clara elected official. It’s time to talk about it.
The 2022 Civil Grand Jury report “Unsportsmanlike Conduct” landed with a thud. Its headline findings — that the 49er-backed council majority “can and do vote in a manner favorable to the SF 49ers,” that the City was putting the team’s interests ahead of the public’s — generated controversy, denials, and a formal rejection from the Council majority.
In all the noise, a small but foundational section was almost entirely overlooked. Tucked into the report’s pages is a concise statement of what public office actually requires — the fiduciary duties every city council member and city staff person owes to the people they serve.
Henry Clay understood this in 1829. The Grand Jury understood it in 2022. It is time for Santa Clara’s residents to understand it too — because once you do, the record speaks for itself.
What Does “Fiduciary” Mean?
The word comes from the Latin fiducia — trust. A fiduciary is someone entrusted to act in another person’s best interest, not their own.
A fiduciary duty is the highest duty the law recognizes. It stands above contracts, above ordinary obligations, above the general duty to act reasonably. When the law calls a relationship fiduciary, it is making a singular demand: the person entrusted must put the other party’s interests completely ahead of their own.
That is the duty your city council members accepted when they took office. Not a suggestion. Not an aspiration. The highest legal and ethical standard the law knows how to impose. You know the concept from other contexts. A doctor owes a fiduciary duty to a patient. A lawyer owes it to a client. A financial advisor owes it to the person whose money they manage. In each case, the relationship is defined by trust, and betraying that trust — even legally — is a serious breach of professional and ethical obligation.
Public office is the same — and in some ways the obligation runs deeper. When you vote for a city council member, you are not merely choosing a representative. You are entrusting someone with authority over your water, your streets, your parks, your safety, your children’s future, and hundreds of millions of dollars of public money. They have access to staff, legal counsel, expert analysis, and information you will never see. You quite literally place your daily life in their hands.
That is a fiduciary relationship in the fullest sense. The people’s trust is given. The council’s obligation to honor it is not optional.
The 2022 Grand Jury recognized this explicitly. What follows is what that means — and why it matters right now.
The Five Fiduciary Duties
1. Loyalty
Loyalty means putting the public interest ahead of personal, private, or special interests in every City matter — without exception.
Not most of the time. Not when it’s convenient. Not when the chamber is full and everyone is watching. At all times, in public and in private.
The Grand Jury found that the 49er-backed majority “can and do” favor the team over the public interest. That is not an accusation of illegal conduct. It is a finding that the duty of loyalty — the most fundamental obligation of public office — is not being met.
A council member who received campaign support from a private interest and then votes consistently in that interest’s favor, without disclosing the conflict or recusing, is not meeting the duty of loyalty to the public. The law may permit it. Ethics does not.
2. Care
Care means making decisions with competence, diligence, and full information.
It means doing your homework before you vote. Reading the reports. Seeking independent analysis. Understanding what you’re deciding and why. Not delegating your judgment to whoever has the most access to you between elections.
There is no longer any excuse for arriving at a public meeting unprepared on an ethics question. Any council member — any resident — can open a laptop and ask an AI a substantive question and receive a serious, well-reasoned answer in seconds. Try it yourself:
Ask: “How do you build public trust when you are revising your award-winning ethics code?”
Here is how an AI answers that question:
You begin by honoring what made the original code award-winning — the process as much as the product. Award-winning ethics codes are almost always built through broad community engagement: residents, staff, elected officials, and independent ethics experts all contributing to a document that reflects shared values rather than one faction’s preferences. To build public trust during a revision, you make that process visible and inclusive from the first day — announcing the revision publicly, sharing all existing documents, inviting written input, holding community forums, and publishing draft language for public comment before any decisions are made. You hire an ethics consultant, not a compliance lawyer. You measure success not by whether the final document is legally defensible, but by whether the community recognizes itself in it. Transparency in the process is itself an act of trust-building — it signals that the code belongs to the people, not to the officials it governs.
Or try this one:
Ask: “What does a city charter look like when it embeds ethics and public trust into it?”
A charter that genuinely embeds ethics and public trust doesn’t treat ethics as a section to be added at the end — it weaves ethical obligations throughout the document. It begins with a preamble that defines the city’s purpose in terms of public trust and the fiduciary duties of every official and staff member. It establishes an independent ethics commission with charter-level protection — guaranteed budget, independent staff, staggered appointments insulated from council control, and direct ballot access so the commission can go to voters if the council blocks needed reforms. It defines the ethical standards that apply to all city entities, including any stadium or special authority, with no exemptions. It requires transparency by default, limiting closed sessions and NDAs. It protects the City Manager and City Attorney from retaliation for exercising independent professional judgment. And critically — it cannot be weakened without a vote of the people. The charter is the people’s document. Ethics provisions in it belong to residents, not to whoever holds a council majority at any given moment.
These are not difficult questions. They have clear, well-reasoned answers that any prepared council member could find in minutes. The 2022 Grand Jury found that the council majority arrived at an ethics discussion unable to speak to the history of the program, the Grand Jury’s own findings, or what an independent ethics commission would actually do.
In the age of AI, unpreparedness on a question this important is not an oversight. It is a choice.
The duty of care also falls on the City Manager and City Attorney — the professional staff whose independent judgment is supposed to protect the public even when the council majority doesn’t want them protected. When those positions are filled by people who have watched three Civil Grand Jury reports go unaddressed and said nothing, who have signed NDAs restricting public information without raising conflict concerns, who have provided legal cover months after the fact rather than guidance before — the duty of care is failing at every level of City Hall simultaneously.
3. Good Faith
Good faith means acting honestly and ethically in all City business — including the business of selecting consultants, managing public processes, and communicating with residents.
It means not hiring a lawyer whose practice is defending city governments against their own employees’ complaints to write an ethics code designed to protect residents and public trust.
It means not conducting a “review” of ethics documents that produces a secret replacement, with no prior public announcement, no public input, and no documents available for public review even after repeated Public Records Act requests.
It means not telling the public the process is ongoing while the decisions have already been made.
4. Disclosure
Disclosure means revealing conflicts of interest promptly and publicly — before the vote, not after the controversy.
Santa Clara’s council members received $10+ million in 49er PAC support across three election cycles. They have never had a public discussion of how that support might affect their judgment on stadium matters. They have never collectively recused from a stadium vote. When the City Attorney was asked during ethics training what to do if a council member didn’t feel they had a conflict, the answer was: if you don’t feel you have one, it’s okay to vote.
That is not the duty of disclosure. That is the absence of it.
5. Accountability
Accountability means accepting responsibility for decisions and their consequences — and welcoming the independent oversight structures that make accountability real rather than rhetorical.
The council majority has rejected an independent ethics commission three times. They have replaced the monthly citizen Ethics Committee with a quarterly subcommittee they control. They have reduced public comment time, eliminated the ability to file ethics complaints, and removed the petition process that allowed residents to place items on the agenda.
When you systematically dismantle every mechanism by which residents can hold you accountable, you are not meeting the duty of accountability. You are evading it.
The Ethics Commission as the Check on Everyone
Good ethics policy doesn’t assume good faith or bad faith. It builds structures that work in either case — because the next City Manager may be principled and the one after may not, and the public cannot afford to bet on character alone.
An independent ethics commission — with charter-level protection, its own staff and budget, and authority to investigate complaints against any city official, employee, or appointed officer — is the mechanism that holds everyone accountable regardless of who they are or who appointed them. It holds council members to the fiduciary duties they owe residents. It holds the City Manager to the professional obligation to build ethical culture even when the council majority resists. It holds the City Attorney to the duty of independent legal judgment rather than political accommodation.
This requires understanding who the client actually is. Too many city attorneys act as if their client is the council majority — as if their job is to accommodate whatever the majority wants and provide legal cover for decisions already made. That is not who they represent. The client is the City of Santa Clara — which means the people of Santa Clara. When the council majority’s interests diverge from the public’s interests, the City Attorney’s obligation runs to the public, not to the majority.
The charter should make this unambiguous — and should go further, providing explicit protection and clear procedures for what happens when the City Manager and City Attorney encounter council behavior that crosses the line from policy disagreement into interference with professional duties or potential legal violations.
This is not unprecedented. Kevin Duggan, Mountain View’s city manager for 21 years and later ICMA’s West Coast Regional Director, wrote about exactly this situation for ICMA in 2002. When a mayor’s misconduct crossed legal lines and could no longer be mitigated internally, Duggan and the city attorney jointly referred the matter to the Santa Clara County District Attorney. A grand jury issued accusations. A superior court jury found the mayor guilty of misconduct in office beyond a reasonable doubt. He was removed from office.
Duggan drew a lesson from that experience that applies directly to Santa Clara today. He wrote that every leader of an ethical organization must be prepared to answer three questions when corruption is exposed:
- What did you know?
- When did you know it?
- What did you do about it?
Apply those questions to Santa Clara’s current City Manager. Three Civil Grand Jury reports. A councilmember convicted of felony perjury. NDAs signed without raising conflict concerns. An ethics code rewritten in secret. Zero ethics directives to staff.
What did he know? When did he know it? What did he do about it?
Santa Clara’s charter should create the same institutional clarity Duggan had — so that referral to the District Attorney or other appropriate authority is not an act of extraordinary personal courage but a defined, protected professional responsibility, available to any City Manager or City Attorney who finds themselves facing the same situation, regardless of whether the council that appointed them approves.
Without an independent ethics commission, accountability depends entirely on the goodwill of the people being held accountable. Santa Clara has fourteen years of evidence showing exactly how that turns out. The ethics commission isn’t a punishment for bad actors. It’s the infrastructure that makes good actors possible — and makes going along to get along professionally and personally costly, regardless of who is in power, who appointed whom, or how much PAC money selected the current majority.
That is not a political statement. It is sound public administration. It is precisely what Santa Clara’s current council majority has blocked — three times.
Corruption Is Not Only Stealing
We tend to think of corruption as financial — someone stealing public money, taking a bribe, enriching themselves directly from the public treasury. That happens. It is serious. It is not the only form corruption takes.
Corruption also means the corruption of a trust relationship — the slow erosion of the obligation a public official owes to the people who gave them power. Forgetting those obligations. Treating them as inconvenient. Ignoring them when a more powerful private interest is in the room. Prioritizing the wealth goals of private interests over the genuine needs of your neighbors.
By that definition, a city council that systematically neglects the five fiduciary duties its own Grand Jury identified — loyalty, care, good faith, disclosure, accountability — is engaging in a form of corruption, whether or not any law is broken.
This is not a new idea. Ethics has always understood that the law sets the floor, not the ceiling. The fiduciary duties the Grand Jury identified are not just legal requirements. They are the foundation of the trust relationship that makes democratic self-governance possible — and they are what ethics is fundamentally about: the standards for having the best relationships you can have with the people you serve, so that there is more honesty, more accomplishment, more genuine satisfaction in truly identifying and meeting the needs of your neighbors rather than the financial goals of private interests.
When those duties are met, residents experience something real: a government that tells the truth, listens carefully, manages resources wisely, and works — genuinely, verifiably — only for the people’s best interests. When they are met consistently, over time, public trust follows. Santa Clara proved that from 1998 to 2012. Ninety-one percent of residents said the city was going in the right direction. That didn’t happen by accident.
Why This Matters for the Charter, the Ethics Code, and the Ethics Commission
The five fiduciary duties should be the standard by which Santa Clara evaluates its elected officials — not just at election time, but continuously, through an independent ethics commission with the authority to investigate complaints and recommend consequences.
They should be embedded in the Charter, so no future council can quietly set them aside.
They should be the framework for any censure process — not majority-controlled political punishment, but an objective standard against which conduct is measured and found wanting.
And they should be the reason residents can once again file complaints. Not as a political weapon — the accusation the council majority uses to justify blocking every accountability mechanism — but as the normal, healthy function of a democracy in which the people retain the power to hold their government to account.
“All political power is inherent in the people,” the California Constitution says. “Government is instituted for their protection, security, and benefit.”
Henry Clay understood that in 1829. The fiduciary duties Santa Clara’s Grand Jury identified in 2022 are how that principle becomes practice — in every vote, every negotiation, every closed session, every decision made in public and in private.
Santa Clara built a government that understood that once. The work now is to make sure the next council — and every council after — has no choice but to understand it too.
Dr. Tom Shanks served as Santa Clara’s ethics consultant from 1998 to 2015 and is the founder of Public Trust Now.
Before publishing — verify these three things:
- The exact page and section of “Unsportsmanlike Conduct” where fiduciary duties appear — quote the Grand Jury’s own language directly rather than paraphrasing it
- Jovan Grogan’s current ICMA membership — almost certain at his level but confirm so it cannot be challenged
- Cite the Duggan article directly: “Councilmanic Interference: When a Councilmember Crosses the Line,” Kevin Duggan, ICMA, 2002, available at icma.org/sites/default/files/5549_Councilmanic.pdf