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DISTRICT COURT



 

 

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IN THE DISTRICT COURT OF OKLAHOMA WHOMA COUNTY

STATE OF OKLAHOMA
DEC 6 2018
OKLAHOMA EDUCATIONAL TELEVISION 
AUTHORITY FOUNDATION, INC., RICK WARREN
COURT CLERK

Plaintiff,

 

VS.

CHM- 7 

OKLAHOMA EDUCATIONAL TELEVISION
AUTHORITY,



Defendant.
PETITION FOR DECLARATORY JUDGMENT
The Plaintiff, Oklahoma Educational Television Authority Foundation, Inc. (the
"Foundation"), alleges for its cause of action for declaratory judgment against the Defendant,
Oklahoma Educational Television Authority as follows:
1. Foundation was incorporated on December 17, 1982 as a not-for?pro?t

corporation under the laws of Oklahoma.

2. Foundation currently exists as a not-for-pro?t corporation under the laws of
Oklahoma.
3. On December 2, 1985, the Internal Revenue Service issued its de?nitive

determination that the Foundation is an organization exempt from taxation under Sections
501(c)(3) and 509(a)(1) of the Internal Revenue Code 

4. The Foundation currently remains exempt from taxation under the Code.

5. The Foundation's principal of?ce is located at 7403 North Kelley Avenue,
Oklahoma City, Oklahoma 73111.

6. One of the Foundation's purposes (which the Foundation has ful?lled for more

than 35 years) is to provide ?nancial and other support to OETA. (See current Articles of

Incorporation, as amended, attached as Exhibit 1.)1

7. OETA is an instrumentality of the State of Oklahoma created by House Bill 1033
enacted in 1953 and continuing pursuant to 70 0.8. 23-105.

8. OETA's principal of?ce is located at 7403 North Kelley Avenue, Oklahoma City,
Oklahoma 7311 l.

9. An actual controversy exists between OETA and the Foundation concerning the
actions which the Foundation may take with respect to its assets and activities.

10. On several occasions, OETA has questioned the Foundation's actions with respect
to the oundation's assets and the conduct by the Foundation of its mission.

11. OETA has asserted its efforts to obtain complete and unfettered control over all of
the communications and assets of the Foundation through its efforts to procure an agreement (the
?Control Agreement") with the Foundation.

12. OETA's efforts to consummate the Control Agreement include but are not limited
to the submission of the Control Agreement to the Foundation, the ratification of the
Control Agreement by Executive Committee of its Board of Directors, the press
release issued by Chairman of the Board ("Chairman") in which he publicly stated that
the Control Agreement was "urgently needed" to enable OETA to increase the ?institutional
control" over the Foundation, and a personal meeting on July 17, 2018 initiated by OETA's
Chairman in which Chairman asked representatives of the Foundation whether or not
the Foundation was going to sign the Control Agreement.

13. The Control Agreement required by OETA is attached Exhibit 2.

14. To avoid any doubt that OETA is attempting to obtain complete and unfettered

 

lThe attached Amended Articles have been amended but no amendment has been made to the Purpose" or ?Powers"
sections. All highlights on exhibits are added for emphasis. Redactions of email addresses are for privacy.

2

dominion and control over the Foundation, a review of the Control Agreement which OETA has

urged provides, among other text, the following text at paragraphs 13.a and 13.b of the Control

Agreement:

a.

15.

All proposed Foundation communications and publications shall be
submitted to OETA for review and approval prior to public distribution.

All proposed Foundation events shall be submitted to OETA for review
and approval prior to execution and public announcement."

Additionally, paragraph 20 of the Control Agreement enables OETA to terminate

the Control Agreement at any time, without cause, and then immediately obtain all of the

Foundation's assets. Paragraph 20 of the Control Agreement reads, in its entirety, as follows:

?20.

16.

This Agreement may be terminated in whole or in part by written notice
thirty (30) days prior to execution of termination by written notice to the
Foundation. In the event of termination under this clause the Foundation
shall transfer to OETA or to a qualifying organization designated by
OETA all unobligated, restricted, and unrestricted funds in its custody
given for the bene?t of OET 

The resolution dated May 29, 2018, of OETA's Board of Directors approving the

Control Agreement is attached as Exhibit 3, and includes the following text:

the proposed updated Memorandum of Understanding (MOU) between
OETA and the OETA Foundation, Inc. as drafted by the OETA Executive
Committee and transmitted to the OETA Foundation, Inc. Executive Committee
on 22-March-2018 is duly endorsed by the full OETA Board of Directors and
should be adopted by the OETA Foundation, Inc. Board of Trustees as soon
as possible; and," (Emphasis added.)

17.

The press release issued on May 29, 2018 by the Chairman, Mr. Garrett King,

advising the public of the urgent need for the Control Agreement, is attached as Exhibit 4.

18.

One purpose, as stated in the press release by the Chairman, of the Control

Agreement is ?to protect the philanthropic investments of OETA's many generous private donors

and underwriters. 

19. Directly contrary to stated purpose is a written admonishment dated
June 26, 2018 from a very substantial donor, the Kirkpatrick Foundation, issued to the
Foundation's Board of Directors, OETA's Board of Directors, the Executive Director of OETA,
and the President of the Foundation, stating that if the Foundation came under the supervision of
OETA, then the Kirkpatrick Foundation will consider that control to cause the Foundation to be
an arm of a state agency, thereby preventing the Kirkpatrick Foundation from making future
contributions to the Foundation. A copy of the letter from the Kirkpatrick Foundation is attached
as Exhibit 5, but for privacy the amount contributed by the Kirkpatrick Foundation has been
redacted.

20. Notwithstanding OETA's receipt of the Foundation's Objection to Control Letter
(as de?ned in paragraph 168), and notwithstanding OETA's receipt of the letter from the
Kirkpatrick Foundation, OETA continued to pursue the Control Agreement, evidencing 
disregard for the potential loss of very ?nancially material philanthropic contributions, which
actions by OETA include, but are not limited to, the-initiation of and attendance at a personal
meeting, on July 17, 2018, in Oklahoma City, Oklahoma, with representatives of the
Foundation's Board in which OETA Chairman King unambiguously asked the Foundation
representatives whether or not the Foundation would sign the Control Agreement.

21. Mr. King was advised that the Foundation would not sign nor negotiate the
Control Agreement at which point he announced that he had no other items that he needed to
discuss but that he would listen to the Foundation?s concerns.

22. Chairman King was asked to provide an agenda for the July 17, 2018 meeting, but
never did so.

23. Another very substantial donor ("Substantial Donor") made the decision to cease

making contributions to the Foundation, based exclusively on the efforts of OETA to gain
control over the Foundation.2 In an email dated July 25, 2018, the Substantial Donor stated, in
part, to Foundation President Dowdy:
"The independence of the Foundation from the Authority was one of the major
considerations in our decision not only to become a major donor to the

Foundation but to provide a signi?cant gift to the Foundation upon

We have NO INTEREST in contributing to the Foundation if its independence is
usurped by what is an instrumentality of the State.

Reluctantly, we are hereby suspending our continuing funding to the Foundation

until such time that a satisfactory resolution of these negotiations can be

achieved. 

(See Exhibit 6, emphasis is in the email.)

24. Notwithstanding the foregoing, as recently as December 3, 2018, Chairman King
was still promoting the Control Agreement (Exhibit 6.A).

25. The actual controversy is further evidenced by a letter dated August 15, 2018
from OETA's counsel to the Board of Trustees of the Foundation directing them to preserve all
records, and a comparable letter from the Foundation's counsel directing OETA to preserve all
records, and the delivery by OETA to the Foundation of the ?Controversy Memo" (as de?ned in
paragraph 137).

26. Although the Foundation has provided more than $67,500,000 to or for the bene?t
of OETA since 1989, OETA has taken and continues to take actions which are directly adverse
to the Foundation, as more speci?cally set forth in this Petition.

27. The Foundation has a legal interest in its assets, its ability to continue to raise

funds from donors, its ability to protect its assets, and the proprietary protection of its assets

 

2For privacy purposes, the name of the Substantial Donor is not disclosed and portions of the Substantial Donor?s
email referenced in this paragraph are redacted. The Foundation will make full disclosure of the identity of the
Substantial Donor and the email from the Substantial Donor upon the execution of a mutually acceptable
con?dentiality agreement or protective order.

afforded to it under the law, and its ongoing operations as a not-for-profit corporation, all of
which are for the bene?t of OETA, and all of which are being impaired by OETA.

28. As set forth below, the issue involved is ripe for judicial determination.

29. The sole relief requested by the Foundation is that this Court rule that the
Foundation may consider all facts, including but not limited to the facts alleged in this Petition,
when determining the amount and timing of distributions to be made by the Foundation to
OETA, or by the Foundation for the bene?t of OETA.

NEGLIGENT DUE DILIGENCE BY OETA IN
HIRING POLLY ANDERSON AS ITS EXECUTIVE DIRECTOR

30. In or about October of 2017, OETA hired Ms. Polly Anderson Anderson")
as OETA's Executive Director (?Executive Director").

31. In a press release published by Edmond Life Leisure on October 26, 2017, that
newspaper quotes OETA Board Chair Garrett King, in part, as saying "Polly Anderson brings
invaluable experience and perspective to the role of OETA's chief executive.? See Exhibit 7.

32. The Edmond Life Leisure lists New Mexico PBS, WUCF in Orlando the
University of Central Florida), and KWBU TWFM in Waco, Texas.

33. Of the three employers listed by the Edmond Life Leisure, UCF was Ms.
Anderson?s employer most recent to her hiring by OETA.

34. Mr. King completely failed to disclose to the citizens of Oklahoma of the issues
involving Ms. Anderson's previous employment with the University of Central Florida 
resulting in her execution of a Separation Agreement with UCF (the "Separation Agreement")
after she was placed on administrative leave by UCF on December 7, 2015. A copy of UCF's
notice to Ms. Anderson advising her that she was placed on administrative leave is attached as

Exhibit 8.

35. On December 17, 2015, Ms. Anderson (with the representation of independent
counsel) executed the Separation Agreement attached as Exhibit 9 which included the following
text (Ms. Anderson is the "Employee"):

"Employee acknowledges that because of circumstances unique to the Employee,

including but not limited to irreconcilable differences with the Employer 

the Employee is not quali?ed to hold any position with Employer now or in the

future. . . (Emphasis added.)

36. On January 8, 2016, UCF issued to Ms. Anderson an of?cial reprimand for her
actions (the "Of?cial Reprimand"), a copy of which is attached as Exhibit 10.

37. Text of that Of?cial Reprimand included the following:

?You were directed by the university on December 7, 2015, not to access any

university equipment, property or controlled access information. As a result, you

were provided an alternate email address for business communications
(pollvandersoani?ucliedu).

 

On December 18, 2015, you gained access to your former UCF email address
With that access, you forwarded emails to a
personal email address Most disturbingly, you also deleted emails
from your work inbox, sent and deleted items folders.

You were insubordinate in your actions and violated UCF policy 2-1004 (as well

as potentially violated Florida Statutes ch. 119) regarding the retention of public

records."

(Emphasis added.)

38. On June 22, 2018, representatives of the Foundation delivered Exhibits 8, 9 and
10 to representatives of OETA, and to the best of the Foundation's knowledge, no disclosure has
ever been made by OETA to the public regarding the prior employment?related issues of Ms.
Anderson.

39. Attached as Exhibit NA is an unsigned report from UCF regarding Ms.

Anderson while she was employed by UCF, which states, among other items, routinely had

her employees come to me in tears about her disrespectful actions,? ?Within the ?rst year,
more than half a dozen employees left", "With HR's assistance, we hired a leadership coach
as a ?nal step to help PA, but did not take that step due to a report from University Audit?, 
"On November 30, I received a report from University Audit that found PA violated university
policy regarding use on institutional resources for personal gain," "In the case of a board seat
she personally wanted, PA overrode her team and cancelled pending revenue-generating
contracts with the Science Center to trade on-air promotion for her seat on the board", 
routinely disregarded my direct instructions. Early in her tenure, she removed my name from
WUCF TV production credits and the website without seeking my permission," "The bottom
line with these issues is that they combine to show two things: 1) PA's failed leadership and
erratic [sic] created a toxic work culture of mistrust. 2) I lost faith and con?dence that PA was
telling me the truth, that I could trust her and that the station was better off with her as executive
director.?

40. Attached as Exhibit 11 are notes of a meeting on December 7, 2015 with Ms.
Anderson and representatives of UCF concerning Ms. Anderson's employment by UCF.

41. Exhibits 8 through 11, as well as more than one hundred additional pages of
documents, have been made available by UCF to the Foundation upon an open records request to
it and are all public records.

42. Based on the availability of the records upon an open records request to UCF, and
failure to disclose any negative statement about Ms. Anderson's past employment in the
arena of public broadcasting, it appears that either OETA never conducted appropriate
background research and an open records request in reviewing the appropriateness of hiring Ms.

Anderson as the Executive Director of OETA, in charge of all aspects of public broadcasting in

Oklahoma, and in charge of all tax revenue appropriations allocated to OETA, or conducted a
background check and an open records request of UCF and chose to forbear from disclosing to
Oklahomans the data received by it.

REPRESENTATIONS TO THE
UNITED STATES DEPARTMENT OF THE TREASURY (asz?a the 

43. Ms. Anderson has never been, and is not currently, an employee, of?cer, director
or trustee of the Foundation.

44. The Foundation received a letter dated April 5, 2018 from the IRS addressed to
"Oklahoma Educational Television Authority Foundation, Inc., oKo Polly Anderson" (the 
Letter") enclosing documents regarding the Foundation responding to her letter. See Exhibit 12.

45. The Foundation, to be sure that the IRS did not err by referring to ?Oklahoma
Educational Television Authority Foundation, Inc." in the IRS Letter, submitted to OETA an
open records request dated October 2, 2018 in which, among other items, the following was
requested:

"Any and all correspondence from the Authority its Executive Director to the

Internal Revenue Service during the 12 month period preceding the date of this

request."
See Exhibit 13.

46. On October 12, 2018, Ms. Anderson, as Executive Director, responded by stating,
in part, "there is no correspondence from the Authority or Executive Director to the Internal
Revenue Service in the past twelve month period.? See Exhibit 14.

47. Executive Director Ms. Anderson's letter of October 12, 2018 stating that neither
the Authority nor the Executive Director corresponded to the IRS in the 12 month period ended

October 12, 2018 reasonably con?rms the conclusion that an individual named Polly Anderson

held herself out to the IRS as being a representative of the Foundation.

48. Ms. Anderson has never had any authorization to hold herself out to the public or
to the IRS as a representative of the Foundation.

UNAUTHORIZED USE OF THE 
CREDIT CARD BY AN EMPLOYEE OF OETA

49. In May, 2018, the Foundation received the billing statement for America Express
credit card ending in 82004 issued to the FoundationfDaphne Dowdy (the ?Foundation's credit
card?). Page 5 of the billing statement is attached as Exhibit 15. (Account number redacted for
privacy.)

50. The billing statement listed a charge, previously unbeknownst to the Foundation,
for $115.47 payable to GODADDYCOM.

51. The subsequent research of that charge by the Foundation which was prompted by
its review of the unauthorized expense on the Foundation's credit card revealed that customer
#5486342 made the charge. (See Exhibit 16.)

52. Customer #5486342 is an account managed by (Redacted for privacy.)

53. has been an employee of OETA for many years and, based on information
and belief, that was the ?rst time bet she ever used the Foundation's credit card without approval
by Foundation personnel. (Redacted for privacy.)

54. No representative of OETA ever requested permission to use the Foundation?s
credit card to make the purchase for $115.47, nor advised the Foundation of use of the
Foundation's credit card to make that purchase.

55. The use of the Foundation's credit card was to register, for OETA, domain names
for oetafdn.com, and oetafdn.net, thereby directly and intentionally interfering with the
Foundation's ability to register domain names to assist in a function of raising charitable

contributions.

10

56. The unauthorized use of the Foundation's credit card is the unauthorized exercise
by OETA of dominion and control of the oundation?s assets.

STRONG EVIDENCE EXISTS FOR THE CONCLUSION THAT
MS. ANDERSON HAS, ON AT LEAST THREE OCCASIONS, ENGAGED
IN THE UNAUTHORIZED ACCESS OF THE DIGITAL CALENDAR
OF THE PRESIDENT, DAPHNE DOWDY

57. Ms. Dowdy started receiving noti?cations from her Microsoft Outlook system
stating that Ms. Anderson was forwarding to herself Ms. Dowdy's calendar entries.
58. Attached as Exhibit 17 are printouts from Ms. Dowdy's Outlook which specify
the following, as noted by Exhibit 17:
I On Monday, February 12, 2018, at 2:23 pm, Ms. Anderson forwarded to herself,
and accepted a meeting on Ms. Dowdy's calendar set for Monday, February 12,
2018, from 1:00 pm. to 2:00 pm.

0 On Monday, February 12, 2018, at 2:25 pm, Ms. Anderson forwarded to herself,
and accepted a meeting on Ms. Dowdy's calendar set for Wednesday, February
14, 2018, from 1:00 pm. to 2:00 p.111.

0 On Monday, February 12, 2018, at 2:26 pm, Ms. Anderson forwarded to herself,
and accepted a meeting on Ms. Dowdy?s calendar set for Tuesday, February 27,
2018, from 10:00 am. to 12:00 pm.

59. As a result of the Microsoft Outlook system noti?cation, the Foundation engaged
the IT services of an independent contractor, Mr. Terry Farris. Mr. Farris issued his report on the
unauthorized access to Ms. Dowdy?s Outlook calendar. His report is attached as Exhibit 18. He
concluded that "panderson@oeta.tv had been granted full readfwrite permission at the Outlook
server level by an administrator. 

STRONG EVIDENCE EXISTS TO CONCLUDE THAT OETA HAS INTENTIONALLY
ALTERED, INFRINGED UPON AND UNDERMINED THE 
COPYRIGHTED PRODUCTION IN WHICH THE FOUNDATION
RECOGNIZED THE GENEROSITY OF SEVERAL OF THE
SUBSTANTIAL DONORS

60. In June of 2018, the Foundation submitted to OETA for potential

broadcast, a production in which the Foundation recognized the generosity of several substantial

11

donors to the Foundation (the ?Recognition Spot").

61. The Recognition Spot honored such donors as members of the OETA Foundation
Producers Club, which is a recognition bestowed upon donors who make substantial
contributions to the Foundation.

62. Upon receipt of the Recognition Spot, OETA under the direction of Executive
Director Ms. Anderson and without the knowledge or consent of the Foundation, removed all
references to the Foundation Producers Club? and instead referred to the 
Producers Clu although the contributions were made to the Foundation, misspelled the
name of one of the Foundation?s signi?cant donors named in the Recognition Spot, and 
broadcast the copyrighted Recognition Spot, as altered, and without the approval or consent of
the Foundation. (Attached collectively as Exhibit 19 are screenshots of the spots submitted by
the Foundation and altered by OETA.

63. OETA does not even have a Producers Club.

64. Foundation President Ms. Dowdy confronted, via email dated September 10,
2018, OETA Executive Director Ms. Anderson about OETA's unauthorized alterations.

65. On September 11, 2018, Ms. Anderson stated to Ms. Dowdy, via email to Ms.
Dowdy, stating "We produced what we were asked to produce. 

66. In reSponse to Ms. Anderson's statement, Ms. Dowdy provided documented proof
to Ms. Anderson that staff had unilaterally changed the content of the Recognition Spot
without any request by the Foundation.

67. In response to Ms. Dowdy's presentation of documented proof that OETA altered
the control of the Recognition Spot without the request of the Foundation, Ms. Anderson

responded ?0k. Thanks.?

12

68. The email string referenced in paragraphs 64 through 67 is attached as Exhibit
20.

69. A subsequent recognition spot was submitted by the Foundation to OETA for air.
That spot included the Foundation?s copyright notice, however, that spot was also edited by
OETA without the Foundation's consent, to remove all references to the Foundation, including
the oundation?s copyright notice.

70. The actions taken by OETA with respect to the Recognition Spot and subsequent
recognition spots directly interfere with the Foundation's efforts to raise charitable contributions.

71. The actions taken by OETA in altering the content of the Recognition Spot and
removing the copyright notice in the subsequent recognition spot constitute intentional actions to
infringe upon the copyrighted material of the Foundation.

ACTIONS REGARDING THE ARE CAUSING

AN INCREASE IN FUNDRAISING EXPENSES TO THE FOUNDATION,

UNDERMINING AN EXISTING GRANT COMMITMENT, AND IMPAIRING
EDUCATIONAL OPPORTUNITIES TO THE CHILDREN OF OKLAHOMA

72. For two seasons prior to the arrival of Ms. Anderson as Executive
Director, OETA produced a digital series known as "What's the Deal?" 

73. WTD is an educational series geared toward children which, prior to its
cancellation by Ms. Anderson, was used as an educational program by almost 200 schools in
Oklahoma.

74. In July of 2015, OETA was awarded an Emrny? for its production of WTD.

75. The third season of WTD was to consist of eight episodes focusing on critical
science, technology, engineering and math concepts in aerospace aviation. (See Exhibit 21.)

76. On January 29, 2018, OETA advised the Foundation that it was ?Waiting for the

new STEM standards before any more of this project is produced." (See Exhibit 22).

13

77. Generally, OETA, via its Executive Director, cited two reasons for its decision to
forbear from broadcasting the episodes of Season 3 of WTD, being WTD did not satisfy the
standards for science, technology, engineering and mathematics standards?) advocated
by the Oklahoma State Department of Education and the Boeing Corporation, as a
material contributor to the Foundation to assist in ?nancing the production of WTD, would
receive an improper benefit for making a contribution for WTD ("pay to play").

78. On January 29, 2018, Mickie Smith, of the Foundation, responded, via email, to
Ms. Anderson's concern about compliance with new STEM standards, explaining that no STEM
standards were pending, that the SDE was excited to learn of the continuation of WTD, and Ms.
Smith provided to Ms. Anderson an email link to the framework for the STEM standards
(Exhibit 22).

79. On January 23, 2018, Talia Rosen, who is an Assistant General Counsel and
Senior Director within the Standards and Practices Division of the Public Broadcasting Service
ruled that it was permissible for Boeing to be a funder for seasons of WTD, including
aerospace (see Exhibit 23.)

80. Ms. Anderson was speci?cally advised, via email, on January 29, 2018 that PBS
reviewed the funding of Boeing and did not object.

81. The Oklahoma SDE assisted the Foundation in obtaining funding for WTD.

82. On October 4, 2017, Dr. Robyn R. Miller, the Deputy Superintendent for
Educator Effectiveness Policy Research for the SDE, issued an email to the Foundation, upon
being advised that Boeing had issued its grant for the WTD series on aerospace, stating
?Congratulations! These curriculum guides are sure to be very powerful, particularly due to

the hands-on activities." (See Exhibit 24, emphasis added.)

14

83. On October 6, 2017, SDE Superintendent Joy Hofmeister, and a member of the
Board of Directors and Executive Committee of OETA, thanked President Dowdy for procuring
the Boeing grant (see Exhibit 24).

84. Nevertheless, on May 11, 2018, Ms. Anderson not only reaffirmed her decision to
cease the pending season of WTD, but also took actions to impair access by the citizens of
Oklahoma to the previous seasons of WTD, neither of which had anything to do with aeIOSpace
(see Exhibit 25).

85. On March 5, 2018 and on May 11, 2018, Ms. Anderson issued an email to Ms.
Dowdy stating, in part, "Please see the attached email from March 5, 2018. You were noti?ed at
that time that you had no rights to the name or any other component of the series, "What's the
Deal?". They are copyrighted materials of OETA. We have ceased production and all other
aspects of the program are now being eliminated."

86. A copyright search conducted on November 21, 2018 with the United States
Copyright Of?ce revealed no copyright grant to OETA. (See Exhibit 26.)

87. OETA's actions have caused a ?nancial impact to the Foundation, and have
directly and adversely affected the educational opportunities available to the children of
Oklahoma.

OETA HAS INTENTIONALLY INTERFERED WITH
THE EFFORTS TO COMPLY WITH A RECOMMENDATION
MADE BY THE OKLAHOMA ATTORNEY GENERAL 

88. In the spring of 2018, the OAG reviewed the relationship between OETA and the
Foundation (the Review?).

89. As a result of the OAG Review, the OAG recommended that with respect to

OETA's website (which the Foundation pays for but OETA manages), there should be a clear

15

distinction of the Foundation's donation link on that website.

90. The day prior to one of the Foundation?s pledge drives, OETA removed a "support
public television" label on the website which linked to the Foundation's donation page.

91. The removal of the link was an intentional interference with the Foundation?s
efforts to raise funds for contributions.

92. As a result of the removal, Ms. Dowdy advised Ms. Anderson, via email, on June
1, 2018 that the link was necessary to enable the Foundation to comply with the recommendation
of the OAG that there be a clear distinction of the Foundation's donation link (see Exhibit 27).

93. Ms. Anderson, with knowledge of the Foundation's efforts to comply with the
recommendation of the GAS, did nothing to reverse the removal of the "support public
television" link one day prior to the pledge drive.

THE DEPARTURE OF KEY PERSONNEL OF OETA HAVE
CAUSED THE FOUNDATION TO CONSIDER BUDGET ISSUES

94. Ms. Jesse Crino, formerly the Production Manager, Creator and Host of WTD,
resigned in March, 2018, after 13 years of employment by OETA.

95. Mr. George Taylor, formerly OETA's Vice President of Finance, abruptly
resigned in June of 201 8, without notice, thereby adversely affecting the budget process between
the Foundation and OETA.

96. Lis Exon, Tulsa News Bureau retired in August of 2018, after
approximately 15 years of employment with OETA.

THE ABRUPT EXIT BY OETA FROM A STATE-WIDE JOURNALISM
COLLABORATION HAS AFFECTED FUNDRAISING AND
THE ABILITY OF THE FOUNDATION TO BE A COLLABORATIVE
PARTICIPANT WITH FLAGSHIP UNIVERSITIES

97. In 2015, Mr. Dan Schiedel, who was the Executive Director of OETA, initiated

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a collaboration among OETA, the Foundation, University of Oklahoma, Oklahoma State
University, KOSU and Oklahoma Watch (the ?Collaborative Group") for the purpose of
submitting a joint grant application to the Corporation for Public Broadcasting.

98. In July of 2017, after more than two years of collective efforts and processing the
grant application, the Collaborative Group received a grant of $79,000 from the Corporation for
Public Broadcasting, so as to enhance journalism in Oklahoma.

99. In January of 2018, Ms. Anderson withdrew OETA from the Collaborative
Group, which had worked together for almost three years to enhance journalism in Oklahoma.

SINCE OCTOBER 17, 2018, OETA HAS BEEN OFFERED BY THE FOUNDATION,
AND HAS REFUSED TO ACCEPT, IN EXCESS OF $1,200,000 IN COMMUNITY
SERVICE GRANT FUNDS WHILE ACCUSING THE FOUNDATION OF
WITHHOLDING FUNDS AND THEREBY JEOPARDIZING OETA

100. As an alternate payee for the bene?t of OETA, the Foundation has received
community service grant funds funds") from the Corporation for Public Broadcasting for
the bene?t of OETA.

101. The Foundation manages and expends the CSG funds on OETA's behalf and, on
occasion, distributes CSG funds directly to OETA upon request, asking only for a
subsequent expenditure report by OETA for such transfers of CSG funds, so as to promote
?nancial accountability and ?nancial transparency.

102. OETA has not submitted to the Foundation the expenditure reports requested by
the Foundation with respect to the Foundation's transfer of CSG funds to OETA.

103. On July 10, 2018, OETA requested the Foundation to disburse to OETA the
amount of $250,000 in CSG funds.

104. On July 16, 2018, The Foundation requested OETA to keep a detailed accounting

of the Foundation's use of the $250,000 of CSG funds (the $250,000 Accountability and

17

Transparency Report") and submit that report to the Foundation by October 1, 2018 (see Exhibit
28).

105. On July 20, 2018, by check no. 9504, the Foundation disbursed $250,000 in CSG
funds to OETA.

106. On July 24, 2018, OETA requested the Foundation to disburse to OETA an
additional amount of $75,000 in CSG funds.

107. On July 25, 2018, by check no. 9522, the Foundation disbursed $75,000 in CSG
funds to OETA.

108. On October 2, 2018, the Foundation again asked OETA to provide the OETA
$250,000 Accountability and Transparency Report and also asked for a use-of-?mds report for
the $75,000 which was transferred by the Foundation to OETA on July 25, 2018 (the 
$75,000 Accountability and Transparency Report") (see Exhibit 29).

109. On October 4, 2018, OETA requested the Foundation to disburse to OETA an
additional amount of $250,000 in CSG funds.

110. On October 8, 201.8, the Foundation again asked OETA to provide the OETA
$250,000 Accountability and Transparency Report, and to provide the $75,000 Accountability
and Transparency Report (Exhibit 30).

111. On October 16, 2018, the OETA renewed its request of October 8, 2018 to
receive $250,000 in CSG ?l?dS.

112. On October 16, 2018, because OETA had not provided the $250,000
Accountability and Transparency Report, or the $75,000 Accountability and Transparency
Report, the Foundation offered to immediately distribute all of the CSG funds (in excess of

$1,200,000) to OETA (see Exhibit 31).

18

113. On October 17, 2018, Ms. Anderson, on behalf of OETA, af?rmatively declined
to accept more than $1,200,000 in CSG funds stating, "Please transfer the $250,000 requested on
October 4, 2018 and we will follow up with you on the balance directly." (See Exhibit 32,
emphasis added.)

114. As of November 15, 2018, OETA never "followed up" with reSpect to receiving
the entirety of the CSG funds.

115. On November 15, 2018, the Foundation remitted to OETA the sum of
$1,233,180.55, which was comprised of all remaining CSG funds and additional funds, and an
accounting, and which, as of November 30, 2018, OETA has not cashed (see Exhibit 33), and
as of December 3, 2018, Chairman King advised the Foundation that it was returning.

116. On December 3, 2018, Chairman King notified the Foundation that OETA was
returning the check for $1,233,180.55 (Exhibit (SA).

117. As of this date, OETA has never delivered the $250,000 Accountability and
Transparency Report, or the $75,000 Accountability and Transparency Report to the Foundation.

OETA HAS BEEN UNWILLING TO ACCEPT
FUNDS OFFERED TO IT BY THE FOUNDATION

118. On November 29, 2017, using the same process that it used, without any problem,
in 2014, the Foundation offered $160,000 (the Employee Stipend Award?) to OETA
with the intent that the money would be paid by OETA as a $4,000 stipend to each of OETA's 40
employees in recognition of their outstanding service (Exhibit 34).

119. OETA declined to accept the OETA Stipend Award and instead researched
whether the Foundation could pay $4,000 directly to OETA's 40 employees.

120. On January 18, 2018, Ms. Dowdy advised Ms. Anderson that ?George? (George

Taylor, being OETA's Vice President of Finance) concluded that the Foundation could pay the

19

stipends directly to OETA's 40 employees.

121. On January 18, 2018, Ms. Dowdy requested Ms. Anderson to issue, on behalf of
OETA, a letter to the Foundation con?rming that the Foundation could legally distribute $4,000
to each of OETA's 40 employees (Exhibit 35), so that the Foundation could make the payments
to OETA's employees that the Foundation greatly desired to do.

122. Ms. Anderson never issued the letter to the Foundation.

123. In October, 2018, the Foundation obtained an opinion of counsel letter from the
Deputy General Counsel from the Oklahoma Of?ce of Enterprises and Management Services
that the Foundation could accept donations (such as the OETA $160,000 Employee Stipend
Award that the Foundation had previously declined to accept) and use those donations for
employee performance increases (Exhibit 36).

OETA REFUSES TO PROVIDE ANY FINANCIAL DATA TO THE
FOUNDATION WITH RESPECT TO REQUEST FOR $575,414 FROM
THE OETA REFUSES TRANSPARENCY WITH RESPECT
TO ITS REQUEST FOR $575,414 FROM THE FOUNDATION

124. By memo dated July 31, 2018, the Foundation noti?ed Board of
Directors that the Foundation "has approved total of $3,671,380 for use this year by the
Authority. This includes $1.1 million over what is needed for programming." (Exhibit 37.)

125. By memo dated August 6, 2018, Ms. Toni Matthews of OETA (erroneously
referring to Funds" which she later corrected) asked the Foundation to make a
discretionary distribution of $287,707.

126. On August 21, 2018, Ms. Matthews renewed OETA's request that the Foundation
distribute $287,707 in discretionary funds to OETA and clari?ed that the request made on

August 6, 2018 pertained to the Foundation?s discretionary funding. (See Exhibit 38.)

127. On August 27, 2018, by email, Ms. Dowdy asked Ms. Matthews (with a copy to

20



Ms. Anderson) to ?share an outline of the budget expenses for the quarter, similar to what you
used to do for Stateline/Gallery, and let us know what gives rise to the operational shortfall you'd
like the Foundation to cover?" (See Exhibit 39).

128. Additionally, in Ms. Dowdy's email of August 27, 2018, Ms. Dowdy stated "The
board would like to see a vision, plan, specific requested expenses. This helps us raise funds
and respond to donor inquiries." (See Exhibit 39, emphasis added.)

129. On September 17, 2018, Ms. Anderson responded to Ms. Dowdy's request for an
outline, stating, in part, with respect to request for $287,707, ?We will not be providing?
the detail you requested as it actually is not, as you said, an "unusual requested transfer of funds"
(See Exhibit 40, emphasis added.)

130. On September 18, 2018, Ms. Dowdy responded to Ms. Anderson, renewing the
Foundation's request for the ?minimal level of accountability, something that tax exempt
foundations and public entities should choose to embrace." (See Exhibit 41.)

131. In Ms. Dowdy's September 18, 2018 email to Ms. Anderson (Exhibit 41), Ms.
Dowdy went so far as to say, "We do not anticipate questioning the propriety of the budgeted
expenses.?

132. On September 20, 2018, Ms. Toni Matthews, instead of providing any aspect of
accountability, issued a memo to the Foundation's Board stating, in part, that OETA has not
received our funds "due to the fact [that] Ms. Dowdy once again wants control of the Authority
budget." (See Exhibit 42.)

133. On September 25, 2018, Foundation Board member Retired General David
Gillett, in an email to Ms. Anderson, renewed the oundation's request for minimal data, stating,

in part, "Let me explain why we want the information we have requested on OETA's plans going

21

forward. Basically we are ful?lling our responsibilities to [our] donors by reporting to them on
how funds are being used. This is a fundamental ?duciary responsibility and it is typical of all
non?pro?ts. If you could please complete the funding request with the requested
information, we can then get you the funds you need." (See Exhibit 43, emphasis added.)

134. On October 1, 2018, Ms. Toni Matthews, on behalf of OETA, requested that the
Foundation make an additional discretionary distribution of $287,707, for a total of $575,414 in
discretionary distributions.

135. On October 2, 2018, Ms. Dowdy wrote an email to Ms. Anderson, acknowledging
pending requests for $575,414, con?rming that OETA had not provided any of the requested
information and asked of Ms. Anderson, "Please do us the favor of completing your funding
request by meeting the Foundation's needs for a budget, plan, transparency and accountability."
(See Exhibit 44.)

136. As of this date, OETA has not provided any information requested of it, not less
than four times, so as to receive $575,414.

137. October 30, 2018 after OETA chose not to accept the entire amount of CSG
funds (more than $1,200,000) offered by the Foundation to OETA on October 16, 2018, and 
after refusing to provide any data requested on multiple occasions by the Foundation so as to
distribute $575,414 to OETA, Mr. King, on behalf of the Board of Directors of OETA, issued a
memo to the Foundation's Board stating, in part, is withholding funding and
jeopardizing OETA's ability to carry out its state-mandated mission (the "Controversy Memo").
(See Exhibit 45.)

138. The Controversy Memo leaves no question of a current, actual and adverse

controversy between OETA and the Foundation with respect to the management and

22

administration of the Foundation's funds for the bene?t of OETA, and attacking the Foundation's
actions in pursuing its tax-exempt and charitable goals.

139. Notwithstanding the Foundation's receipt of the Controversy Memo, the
Foundation paid, on November 16, 2018, the amount of $1,809,835.17 (check no. 65954) to the
Public Broadcasting Service, so as to continue to pay (as it had done for years) 100% of 
PBS programming and ancillary service fees and dues for ?scal year 2019 so as to enable OETA
to continue its mission of public broadcasting in Oklahoma. Attached collectively as Exhibit 46
are a copy of the Foundation's check no. 54954 for 100% of OETA's PBS fees and dues for
?scal year 2019 and its check dated November 27, 2017 for $1,724,403.31 for 100% of OETA's
programming fees and dues for ?scal year 2018.

OETA VIOLATES THE OKLAHOMA OPEN MEETING ACT

140. OETA is subject to the Oklahoma Open Meeting Act.

141. OETA's Executive Committee is subject to the Oklahoma Open Meeting Act.

142. At least in 2017 and for a substantial portion of 2018, OETA's Executive
Committee has not complied with the Oklahoma Meeting Act.

143. The noncompliance by OETA's Executive Committee with the Oklahoma Open
Meeting Act exacerbates the problems for funding by the Foundation partially caused by OETA's
lack of transparency.

IN THE PAST, OETA HAS REQUESTED DISCRETIONARY FUNDING
FROM THE FOUNDATION WHICH OETA DECLINED TO STATE
WAS A LEGAL EXPENDITURE OF FUNDS

144. In May, 2018, OETA submitted to the Foundation for payment an invoice for

services of Mr. Mark Norman for work that he did for OETA commencing in November, 2017.

145. The Foundation?s personnel were aware that Mr. Norman had very recently retired

23

from the employ of OETA prior to November, 2017.

146. The Foundation was concerned that Mr. Norman's retirement from OETA,
followed by his engagement as a contractor to OETA, could be construed by the Oklahoma
Public Employees Retirement System as a structure that was not a good faith separation of
service.

147. By email dated May 23, 2018, Ms. Dowdy advised Ms. Anderson of that concern.
(Exhibit 47.)

148. On June 5, 2018, Fred Hegenbart, as counsel to the Foundation, advised co?
counsel to OETA of the Foundation's concerns over the legality of the payment, stating, in part,
do not know if the Authority is governed by OTRS or OPERS, but I believe that both have
limitations on reengagement of recently retired personnel. On the OTRS side, I refer you to
OKLA. STAT. tit. 70, 17-11610 et seq. The Foundation's concern is that if, in substance, Mr.
Norman retired from the employ of the Authority, and then within weeks was re-engaged either
as a consultant or an employee, then he did not retire from the applicable retirement system. As
such, his re-engagement could be violative of the law."

149. In that same email, Mr. Hegenbart advised counsel that if counsel to OETA would
issue an opinion stating that proposed expenditure was legal, the Foundation would
issue the check.

150. On June 5, 2018, AOG Schneider (an attorney for OETA) responded that he
hoped to provide an answer that day.

151. On June 13, 2018, because Mr. Hegenbart had not received an opinion from
OETA's counsel as to whether OETA's proposed expense was legal, Mr. Hegenbart ?followed

up" with AOG Schneider, attempting to be assured that the payment was legal. (See Exhibit 48

24

for the email string.)

152. Counsel to OETA never opined to the legality of proposed payment.

153. On May 24, 2018, Ms. Anderson demanded payment of the expense which
OETA's lawyers declined to opine were legal (see Exhibit 47).

154. The Foundation did not pay the expense.

MATERIAL CHANGE OF AUGUSTFEST HAS LIKELY
COST THE FOUNDATION HUNDREDS OF THOUSANDS OF DOLLARS

155. Annually, until 2018, OETA and the Foundation have collaborated on a
signi?cant fundraising effort with contributions being pledged to the Foundation known as
"AugustFest", which involves special programming and "live" community-based fundraising
efforts.

156. In 2018, OETA decided, contrary to the concerns raised by the Foundation, to
cease using "live" community-based fundraising efforts, and instead use the prerecorded,
"prepackaged" fundraising materials offered by PBS and other program providers.

15?. Attached as Exhibit 49 is an email of concern and an offer to provide assistance
from the Foundation to OETA.

158. In 2018, the net revenue received by the Foundation as a result of the
discontinuation of AugustFest declined by 30.1% when compared to the net revenue received
by the Foundation from AugustFest in 2017, and by 34% when compared to the net revenue
received by the Foundation from AugustFest in 2016.

159. OETA is engaging in similar efforts to block the Foundation's historic
community-based, on-air fundraising efforts for December of 2018 and March of 2019, leading

to a loss projected by the Foundation to be approximately $1,000,000.

25

 BROADCASTING HAS, FROM TIME TO TIME,
APPEARED TO VIOLATE FCC REGULATORY GUIDELINES

160. On May 19, 2018, OETA recorded "Oklahoma Foundation for Excellence".

161. On May 26, 2018, OETA broadcast "Oklahoma Foundation for Excellence? using
real time (?live") captions.

162. Because "Oklahoma Foundation for Excellence? was pre-recorded a week in
advance of its broadcast, OETA did not adhere to the FCC's best practices of forbearing from
using live closed captions.

163. The cost to OETA for using "live captions" (not adhering to best practices) was
more expensive than using pre-recorded captions.

164. The program "Ask a Lawyer" was recorded by OETA on or about April 18, 2018
and was broadcast, with live captioning, on May 3, 2018.

165. The pre-recording of "Ask a Lawyer" and its broadcast with live captions violated
CC's best practices.

166. The cost of live captioning was more expensive than the cost of pre-recorded
captioning.

ACTIONS HAVE CAUSED THE FOUNDATION
TO INCUR TIME, EXPENSE AND FEES

167. Over the serious admonishments by counsel to the Foundation advising OETA
that the Foundation would not sign or negotiate the Control Agreement, OETA continued to
pursue the Control Agreement with the Foundation.

168. continued pursuit was suf?ciently aggressive so as to cause the
Foundation's counsel (Jerry Zimmerman) to issue a letter to OETA's counsel (Jeri Holmes) on

May 9, 2018 (the "Objection to Control Letter"). (See Exhibit 50.)

26

169. Portions of the Foundation?s Objection to Control Letter read as follows:
?Jeri, I am going to 'make another run at you' on the MOU [the Control
Agreement]. It is just not reasonable to expect a board of directors of an entity
that supports an organization as its bene?ciary to effectively give all control to the
supported entity and to risk extinction as a going concern.

I want to be able to give my Board some options but what choice does the
Foundation's Board have other than to say, ?no? to the concept embodied in the
MOU [the Control Agreement] that was submitted on March 26th" The OETA,

through you, is asking my Board to work with a document that threatens its very
existence.

This is one of the few times in my career that I can predict with certainty the
outcome of any litigation or administrative process. Any litigation or
administrative dispute premised on the transfer to OETA of control of the
Foundation and its activities will have the following winners and losers.

The winners: Jeri Holmes, Rosenstein, Fist Ringold, a couple of C. P. A. ?rms
and a couple of court reporters.

The losers: The Foundation, OETA and the State of Oklahoma."

170. The notices which Ms. Dowdy received from Microsoft Outlook caused the
Foundation to engage an IT expert to examine the issue of unauthorized access.

171. The engagement of the IT expert and compensation paid to him was exclusively a
result of the apparent unauthorized access to Ms. Dowdy's computer, which Microsoft referenced
as Polly Anderson.

172. The concern over loss of a secure network caused the Foundation to transfer its
data to an individual and secure network, costing the Foundation expenses.

173. The Foundation has produced, for potential broadcast by OETA, a series known
as "Mosaic, Oklahoma" which generally focuses on the rich cultural aspects of Oklahoma.

174. OETA asserted to the Foundation that the Foundation was wasting funds in

producing Mosaic, Oklahoma for potential broadcast.

27

175. On four different occasions, counsel for the Foundation asked counsel for OETA
for any data supporting OETA's allegation that the Foundation was wasting funds in producing
"Mosaic, Oklahoma".

176. On May 30, 2018, counsel to the Foundation sent an email to counsel to OETA,
which email included notice that PBS awarded the Foundation the 2018 PBS Special
Achievement Development Award for the "Mosaic, Oklahoma" series, and a ?nancial
analysis projecting net income for ?year one" of $76,646.20 (the Special Achievement
Notice"). See Exhibit 51.

177. In the PBS Special Achievement Notice, counsel to the Foundation stated to
OETA's counsel, ?Do you recall that on 3 separate occasions I asked you for OETA's ?nancial
analysis that enabled it to conclude that productions by the Foundation were wasting funds?
If OETA has ?nancial data showing that the Foundation's production activities waste funds, then
please send it to me. The Foundation takes its role as a steward of funds very seriously." See
Exhibit 51.

178. In response, counsel to the OETA stated, in part, don't have access to the
Foundation?s ?nancial data (Exhibit 52.)

179. Counsel to OETA express concern to the Consumer Protection Unit about
the conduct of the Foundation's activities (the Complaint?).

180. As a result of the OETA Complaint, the CPU conducted an in?depth review of the
activities of the Foundation.

181. As an incident to the review by CPU, the Foundation engaged counsel to assist
with the review and to attend a meeting with the CPU, thereby incurring fees.

182. In an effort to provide complete accountability and transparency to the CPU, the

28

Foundation, in enabling the CPU to prepare for the meeting, compiled, reviewed and submitted
893 pages of documents to the CPU.

183. Upon review, the CPU closed its ?le with respect to the Foundation, with no
mandates, and one recommendation (which OETA worked on undermining as noted in
paragraphs 88-93 of this Petition).

184. On information and belief, the Foundation is aware that the CPU also investigated
OETA.

185. The Foundation is unaware of the depth of transparency and the scope of
deliveries that OETA provided to the CPU.

186. The Foundation is unaware of the status of the investigation of OETA.

PRAYER

A. For the reasons set forth above, the Foundation seeks a declaratory judgment by
this Court determining that the Foundation may consider all facts, including but not limited to the
facts alleged in this Petition, in determining the amount and timing of distributions to be made by
the Foundation to OETA, or by the Foundation for the bene?t of OETA.

B. Notwithstanding the allegations in the Petition of tortious conduct committed by
OETA adversely affecting the Foundation's mission, the Foundation is not making any claim
against OETA, nor against any of its of?cers, directors or employees in remediation of the loss

alleged herein to have been suffered by the Foundation as a result of OETA's actions.

29



Dated December 5, 2018.

ROSENSTEIN, FIST RINGOLD, INC.

111.1%?

Freifrick J. He Km, #10846
Ken B. Rainey, 0 #14619

Adam S. Breipohl, OBA #32358

525 South Main Street, Suite 700
Tulsa, OK 74103

(918) 585-9211

(918) 583-5617 (facsimile)


atlambff?rfrlawxum

     
 

 

ATTORNEYS FOR PLAINTIFF, OKLAHOMA
EDUCATIONAL TELEVISION AUTHORITY
FOUNDATION, INC.

30

Index to Exhibits
Petition for Declaratory Judgment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Name of Exhibit

1. Articles of Incorporation

2. Control Agreement

3. OETA Demand for Approval of Control Agreement

4. Press Release Issued on May 29, 2018

5. Letter from Kirkpatrick Foundation

6. Email Dated July 25, 2018 from Substantial Donor

6a. OETA Response regarding tendered payment dated
December 3, 2018

7. Press Release Dated October 26, 2017

8. UCF Letter placing Anderson on Leave

9. Separation Agreement

10. Of?cial Reprimand 

10a. Report from UCF regarding Anderson (unsigned)

11. Notes of Meeting on December 7, 2015

12. IRS Letter

13. Open Records Request letter dated October 2, 2018

14. Response Open Records Request letter dated October 12,
2018

15. American Express billing statement

16. Research of unauthorized charge

17. Printouts from Dowdy Outlook

18. Mr. Farris Report regarding Dowdy Outlook calendar

19. Recognition Spots 

20. Email String

21. OETA Spot Form

22. Email regarding STEM Standards

23. Email from Talia Rosen regarding Standards and Practices


24. Email from R. Miller to Foundation dated October 4, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25. Anderson letter reaf?rming decision to cancel WTD

26. Copyright Search

27. Email of Foundation Donation Link

28. Request to OETA to keep detailed accounting

29. Request to OETA to provide Accountability and
Transparency Report Dated October 2, 2018

30. Additional Request to OETA to provide Accountability
and Transparency Report Dated October 8, 2018

31. Email to OETA ceasing funds

32. Email Requesting CSG funds

33. Letter Remitting Funds Dated November 15, 2018

34. OETA Employee Stipend Award

35. Email from D. Dowdy to P. Anderson dated January 18,
2018

36. Email from Deputy General Counsel that the Foundation
could accept donations

37. Memo Dated July 31, 2018

38. Renewal of Request for Additional Funds

39. Email from D. Dowdy Requesting Outline of Budget
Expenses

40. Email responding to D. Dowdy email requesting outline

41. Email from D. Dowdy to Anderson reviewing the
Foundation?s request for accountability

42. Memo from Toni Matthews dated September 20, 2018

43. Letter from David Gillett to Anderson renewing
Foundations request for data, etc.

44. Email from D. Dowdy to Anderson acknowledging pending
requests

45. Controversy Memo

46. Check No. 65954 for $1,809,835.17

47. Email from D. Dowdy to Anderson dated May 23, 2018

48. Email from F. Hegenbart to T. Schneider

49. Email offering assistance

50. Letter from J. Zimmerman to J. Holmes concerning

 

 

 

 

Objection to Control Letter

 

 

 

 

51. Email to Foundation regarding Achievement Development
Award for Mosaic, Oklahoma
52. Email from J. Holmes to J. Zimmerman regarding funds

 

 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

.-.. (918) 585-5876

umwjitgistixcom

AMENDED
ARTICLES OF INCORPORATION OF
OKLAHOMA EDUCATIONAL TELEVISION
AUTHORITY FOUNDATION, INC., I 

A NON-PROFIT CORPORATION

0

STATE or OKLAHOMA, MW 26 7933
53' OKLAHOM
.A
COUNTY OF OKLAHOMA OF jiigm?l?

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned incorporators:

 

 

NAME ADDRESS CITY AND STATE
Robert L. Allen 5117 N.W. 19th Terrace Oklahoma City, Oklahoma
Dr. Burris 2120 Robin Altos, Oklahoma

Dr. Edwin Vineyard 202 S. Pine Tonkawa. Oklahoma

being persons legally competent to enter into contracts for the
purpose of forming a nonwprofit corporation under the Business
Corporation Act of the State of Oklahoma, Section 851, do hereby
adopt the following Articles of Incorporation.

ARTICLE 1
NAME:

 

The name of this Corporation is Oklahoma Educational Tele?
viaion Authority Foundation. Inc., a non-profit corporation.

ARTICLE II

PRINCIPAL OFFICE:

The address of its registered office in the State of Okla?
homa is 7403 N. Kelley Avenue, in the City of Oklahoma City,
County of Oklahoma, and the name of its registered agent is
Robert L. Allen, of the same address.

 

 

ARTICLE 

NON-PROFIT CORPORATION:

 

This corporation is formed for charitable, educational and
scientific purposes and has no stated capital. No part of the
net earnings of the corporation shall inure to the benefit of, or
be 'distributable to its members, trustees; officers, or other
private persons, except that the corporation shall be authorized
and empowered to pay reasonable compensation for services ren?
dered and to make payments and distributions in furtherance of
the purposes set forth in Article hereof. No substantial part
of the activities of the corporation shall be the carrying on of
prepaganda, or otherwise attempting to influence legislation, and
the corporation shall not participate in, or intervene in (in?
cluding the publishing or distribution of statements) any polit-
ical campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the cor?
poration shall not carry on any other activities not permitted to
be carried on by a corporation exempt from federal income tax
under section 501(c)(3) of the Internal Revenue Code of 1954 (or
the corresponding provision of any future United States Internal
Revenue Law) or by a corporation, contributions to which are
deductible under Section of the Internal Revenue Code
of (or the corresponding provision of any future United
States Internal Revenue Law).

ARTICLEIIV

TERM:

 

The term for' which this corporation shall exist shall be
Fifty (50) years.

ARTICLE 

PURPOSE:

The purpose for which this corporation is formed is to re-
ceive, invest and expend privately donated non?state appropriated
funds for educational purposes related to the support, promotion,
deveIOpment and growth of educational and public broadcasting in
Oklahoma. This corporation shall direct all its efforts to the
Support of the Oklahoma Educational Television Authority, a state
agency created by the Oklahoma Legislature, hereinafter referred
to as BETA. In this regard, it shall create a fund to be used
for any program, project or enterprise and undertaken in the
interest of DETA, to fund, support and maintain the operation of

such other projects and programs the corporation may from time to
time deem advisable and to provide financial support to all
personnel who may be required in the operation and administration
thereof, and to foster and promoto educational and cultural
interests in the State of Oklahoma.

ARTICLE VI

POWERS:

For the furtherance of the objects and purposes of this cor-
poration, it shall have power to:

To enter into contracts, to sue and be sued, and to
have a corporate seal;

To borrow money and give its notes or other obligations
therefor, and to secure payment thereof by pledging,
encumbering, and any property it may own;

To sell, convey and diSpose of any real, personal or
mixed property it may own;

To receive and administer funds for scientific and
5 educational purposes;

To take and hold by bequest, devise, gift, purchase
or lease, either absolutely or in trust any property,
real, personal or mixed, without limitation as to
amount or value;

To own, acquire, hold and manage such real and per?
sonal preperty as may be reasonably necessary for the
business and objects of this corporation;

(3) To sell, convey, and dispose of any property and to
invest, reinvest, or dispose of the principal thereof
or to deal with and expend the income for any of the
aboveementioned purposes without limitation, except
such limitations, if any, as may be contained in the
instrument under which such property is received;

To receive any property, real, personal, or mixed in
trust under the terms of any will or other trust inv?
strument and in administering the same to carry out the
directions and carry out the powers contained in the
trust instrument under which the property is received,
including the expenditure of the principal, as well as
the income, for any one or more of the above?mentioned

purposes, if authorized or directed in the trust in?
strument under which it is received;

(1) To receive, take title to, hold and use the proceeds
and income of stocks, bonds, obligations and other
securities of any corporation domestic or foreign;

In general. to exercise any, all and every power to
which a corporation organized under the
provisions of the laws of the State of Oklahoma for
scientific and educational purposes can be authorized
to exercise;

To hire any and all necessary personnel, either as nor-
mal employees or as contracted Services which the
Trustees may deem necessary or expedient. Such per?
sonnel shall include, but not be limited to, manager-
ial, secretarial or professional, as the Trustees may
deem appropriate.

ARTICLE VII
PRIVATE PROPERTY OF MEMBERS NOT SUBJECT TO DEBTS:

The private property of the members of this corporation
shall not be subjected to the payment of corporate debts; and no
member shall be liable for the debts of the corporation to any
amount.

ARTICLE 

MEMBERS:

The members of this corporation shall be constituted of the
subscribers to these Articles. The qualifications of additional
members, mode of election and terms of admission shall be pro-
vided for in the By-Laws of this corporation.

ARTICLE IX

GOVERNMENT:



The original government of this corporation shall be vested
in the three named incorporators acting in the role of a Board of
Trustees. This three-person Board of Trustees shall prepare or
cause to be prepared the By-Laws for governance of the corpora?
tion. Said By?Laws shall provide for a Board of Trustees of no
more than seven mambers and shall provide for the current
chairman and the current director of the Authority to serve as

SE.
Trustees{fod one or more past chairmen to serve as Trustees. The
By-Laws all state terms of office. qualifications, manner of
selection, powers and duties, and other essentials of governance.

The names and addresses of those persons constituting the
Board of Trustees, are as follows:

 

NAME ADDRESS TENURE

Robert L. Allen Oklahoma City, Oklahoma 3 Years

Dr. W. C. Burris Altus, Oklahoma 3 Years

Dr. Edwin Vineyard Tonkawa. Oklahoma 3 Years
ARTICLE 

INDEMNIFICATION or DIRECTORS AND OFFICERS:

Every person who is or has been a director or officer of
this corporation shall he indemnified and held harmless by the
corporation frOm and against all costs and expenses which may be'
imposed upon or reasonably incurred by him in connection with or
arisinglout of any claim, action. suit or proceeding in which he
may be?involved by reason of his being or having been a director
or officer of this corporation whether or not he continues to be
a director or officer at. the time such costs and expenses are
imposed or incurred.

ARTICLE XI

DISSOLUTION:

Upon the dissolution of the corporation, the Board of Trus-
tees shall. after paying or making provision for the payment of
all of the liabilities of the corporation. dispose of all of the
assets oi the corporation exclusively for the purposes of the
corporation in such manner, or to such organization or organiza-
tions organized and operated exclusively for charitable, educa?
tional. religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section
501(c)(3) of the Internal Revenue Code of 1594 (or the corres?
ponding provision of any future United States Internal Revenue
Law), as the Board of Trustees shall determine. Any such assets
not so disposed of shall be diaposed of by the District Court of
the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organiza-
tion or organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.

 If



The members shall have power Ln prescribe and enforce By?

Laws for Lhe gowernmunt of Lh (JtporaLlon and its Officers
consistent with these Artie

 

RUBF.RT

  
   

L. 

5%

DR. W. C. BURRIS

4442M

DR. EDWIN VINEYARD

ACKNOHLEDGHENT

 

STATE for OKLAHOMA

COUNTY OF 

Before me, the undersigned, a notary public, in and for said
county and state. on this '24 day of 1982?, personally
appeared Robert L. Allen, Dr. W. C. Burris a Dr. Edwin Vineyard,
to me known to be the identical persons who executed the within
and foregoing instrumenL and acknowledged to me that they execu-

ted the same as their free and voluntary act and deed for the
uses and purposes therein set forth.


355.


Given under my hand and seal the day and year last above

written. 


Notary Public

My Commission Expires:
fit?092575"

 

 Litgistix, LLC
7% 5 E. 5th St, Tulsa OK, 74103
(918) 585-5876 

 
 

AGREEMENT

This Agreement is made and entered into this DAY of by and between the

Oklahoma Educational Television Authority (hereinafter known as a government
corporation and instrumentality of the State of Oklahoma licensed by the Federal

Communications Commission (hereinafter known as and the Oklahoma Educational

Television Authority Foundation, Inc., a nonpro?t corporation under the laws of the State of

Oklahoma (hereinafter known as ?Foundation?).

RECITALS

Whereas, purseant to Title 70 0.8., 23-101, the Oklahoma Legislature stated its intent
and purpose to make educational television services available to all Oklahoma citizens on a
coordinated statewide basis under the direction and supervision of the Oklahoma Educational

Television Authority: and,

Whereas, the OETA Foundation, Inc. is a non?pro?t organization and was established in
1983 as a result of SB. 454 passed by the .1982 Oklahoma Legislature, which expressed.
legislative intent that the Oklahoma Educational Television Authority seek ways to encourage

contributions in the private sector by cooperating with a non?pro?t foundation: and,

EXHIBIT
Page 1 of 14 - ?2

 

Whereas, since its inception in 1983, the Foundation has operated for the exclusive

purpose of receiving, investing and expending privately donated non-state funds for
educational and eleelnosynary purposes related to the support, promotion, development, and
growth of and,

Whereas, the and the Foundation are separate legal entities, the former existing to
operate and manage the educational television channels and the latter to support the former's
efforts in operating and managing educational television channels, and it is the desire ofthe
respective parties to enter into this Agreement to delineate mutually supportive obligations and
reSponsibilities, while maintaining separateness of function and accountability to the public

hereby served; and,

Now, therefore, for adequate and suf?cient consideration of which are acknowledged, it is

hereby agreed, understood and acknowledged by and between OETA and the Foundation

that:

1. In order to maintain institutional control and protect the standing of OETA with
the State of Oklahoma, the FCC, the Corporation for Public Broadcasting
and the Public Broadcasting Service and to protect the
investment of private donors and the taxpayers of Oklahoma, the
Feundation shall abide by and be responsive to guidance as provided by DETA.
OETA shall notifj,r the Foundation in writing in a timely Ifashioo of any changes to
guidance previously given.

2. The Foundation shall submit to an annual audit of its ?scal affairs by an

independent certi?ed public accountant to allow OETA to ascertain the purpose of

Page 2 of14

 

all expenditures, including assurances that funds are accounted for and used in

compliance with donor intent and directives.

. In order to facilitate obligation under session law (1982 Okla. Sess. Laws

607, SB 454) to annually report to the Oklahoma Legislature and the Governor on

the activities of the Foundation, the Foundation shall submit to OETA any and all
information requested by OETA within the frame of time speci?ed by OETA
including but not limited to information related to the activities of all Foundation

of?cers and employees and any aspects ofthe Foundation?s external or internal

affairs.

. In order to facilitate obligation under session law (1982 Okla. Sess. Laws

607, SB 454) to annually report to the Oklahoma Legislature and the Governor on
the activities of the Foundation, OETA shall have the right, at all reasonable
times, to review and inspect any and all Foundation actions and activities and

records including those records that are ?nancial in nature.

Given the Foundation?s mission to operate exclusively for the benefit of OETA
and given that donors, viewers, media, and others consider the Foundation and
OETA to be one?and?the-same, the Foundation shall. be classi?ed as a component
unit of OETA in keeping with Generally Accepted Accounting Principals
(GAAP), Governmental Accounting Standards Board (GASB), and Financial

Accounting Standards Board (FASB) requirements.

Page 3 of 14

6. OETA may permit the Foundation to use, on an as-available basis, space and

facilities for meetings, seminars, community gatherings, and other functions.
OETA may charge the Foundation an. agreed upon fee for the use of its space and
facilities. If employees of OETA render services, exclusive of janitorial and other
services normal for the use or event, in connection with such events, OETA may
charge the Foundation for such services. In those instances where the event is
cosponsored by OETA and the Foundation, any charge or fee and reimbursement
for services, as herein described, may be prorated or divided proportionally.
OETA may permit the Foundation the use of office space for its activities, as
necessary and available, in accordance with appropriate going rates. Such use
may, at the discretion of OETA, be shared with activities in consideration
of the Foundation?s activities carried out for the bene?t of OETA. OETA may
permit the Feundation shared use of storage space, if available, at no charge,
provided that the Foundation bears any additional costs for security, maintenance,
cataloging, and control attendant upon its use of space. OETA may permit the
Foundation use of its facilities, such as conference or meeting rooms, at no charge
for meetings of the Foundation?s governing board and its committees and any
occasional meetings related to conduct of the Foundation?s internal affairs.

If OETA personnel provide any services to the Foundation, the Foundation shall
reimburse OETA for the full costs ofsuch services, including but not limited to a
portion of the compensation of those personnel who perform such services, along

with a portion of the costs of related fringe bene?ts and salary increments for

Page 4 of 14

10.

11.

those personnel, no less frequently than semi-annually in accordance with a
reasonable schedule as requested by OETA.

The Foundation shall indemnify and hold harmless OETA, its personnel, and
agents against any and all liability costs and expenses including legal fees, arising
out of claims or losses relating to or arising from the use by the Foundation of
space, facilities, equipment, personnel, or services. OETA, its personnel,
and agents will have no liability to the Foundation for loss or damage to
Foundation properties or injury to Foundation personnel and agents on preperty
owned or leased by OETA, whether due or not to the negligence of OETA or its
personnel or agents.

OETA has legal responsibility for all operations and programming and shall retain
the ultimate responsibility for anything it broadcasts; therefore, OETA shall retain
the right to reject or refuse any programs which OETA believes to be
unsatisfactory or unsuitable or contrary to the public interest. OETA retains the
right to preempt any and all programs in the event of great urgency or importance
to satisfy its public interest standard. This is consistent with OETA's authorization
and statutory power to plan, construct, repair, maintain and operate educational
television facilities with channels assigned by the FCC.

Unless otherwise provided herein, the Foundation shall provide to OETA all
funding requested within ten (10) days of receipt ofsaid request from OETA. Any
such requests by OETA shall specify the total amount to be contributed, the
applicable state ?scal year, and any other information deems pertinent to

the requested funding.

Page 5 of 14

 

a. Upon request by OETA the Foundation shall make budget contributions to

OETA in amounts equal to those requested by OETA in an Annual Budget

Supplemental Transfer 

i. The ABST shall be formulated by OETA and submitted to the
Foundation by l-July of each calendar year and shall be considered a
mandatory contribution to (DE-TA from the Foundation unless

otherwise provided herein.

1. In the event that OETA should not submit an ABST prior
to i-July the immediate preceding ABST shall be applicable until
superseded by OETA. OETA may amend the ABST and shall submit
any amendments adopted to the Foundation.

b. Notwithstanding any other provision of this Agreement or any other
agreement between OETA and the Foundation the obligations of. the
Foundation mandated by Provision 11 of this Agreement shall be subject
to the following limitations:

i. The Foundation shall be required to make contributions to OETA
only to the extent that the Foundation has in its possession
suf?cient cash or investment assets on the date it receives a
funding request from OETA.

ii. In the event that the Foundation does not possess the requisite
amount of funds as of the date ot?a funding request from OETA,

but subsequent to that date acquires the necessary cash or

Page 6 of 14

 

investment assets to ful?ll the unful?lled ?mding request, the
Foundation shall notify OETA and ful?ll the funding
request in question within ten {10) days of said noti?cation.

c. The Foundation may make Voluntary Contributioos to OETA in excess of
and beyond the scope of the ABST at the discretion of the Foundation
Board of Trustees.

i. All Foundation Voluntary Contributions shall be subject to OETA
approval.

I. The Foundation shall look favorably upon grant requests
made by OETA and shall not question particular projects or
expenditures of OETA, whether proposed or ongoing, in
evaluating a particular grant request.

d. In no event shall the Foundation be obligated to ?il?ll funding requests
from OETA that would compel the Foundation to violate its ?duciary
responsibilities and loyalties, or to breach formal agreements made to
donors, or to abrogate its governance policies and procedures as approved
by OBTA, or that would exceed the parameters of the ABST in force.

e. The ten (10) day period delineated in Provision 1 of this Agreement may
be extended by OETA with. reSpect t0 .t?ul?llment ofa particular requested
budget contribution at the sole and absolute discretion of OETA.

12. The Foundation shall agree and acknowledge that OETA owns the exclusive right

to use the names ?Oklahoma Educational Television Authority,? ?The Oklahoma

Page 7 of 14

 

Network,? and The Foundation shall also agree and acknowledge that
OETA owns the exclusive right to use the OETA service mark or logo.
a. GET A shall grant the Foundation a non-exclusive right to use the name
?Oklahoma Educational Television Authority? and and also shall
grant the Foundation a non-exclusive right to use the OETA service mark or
logo, all of which must be used for the ultimate bene?t of OETA and in a
manner that conforms to the requirements of this Agreement.

b. OETA shall grant the Foundation a non?exclusive right to use the name

?Oklahoma Educational Television Authority? and as part of its
corporate and/or ?nancial ?lings.
i. The aforementioned nonexclusive rights may be revoked by OETA
at any time at sole and absolute discretion.

0. The Foundation shall indemnify and hold OETA harmless from and against
any damage, de?ciency, loss, action, judgrnent, cost, and expense
(including reasonable legal fees) resulting from any injury to persons or
preperty suffered as a consequence of the Foundation?s conduct of its
activities, or the acts or omissions of the Foundation?s agents, personnel,
or independent contractors, or any breach ofany provision of this
Agreement. The Foundation?s obligation to indemnify shall continue
beyond the term of this Agreement with respect to any acts or omissions

occurring during the term of this Agreement.

Page 8 of 14

 

13. The Foundation?s activities as sanctioned in this Agreement must be carried out in

a manner that preserves and maintains reputation and the goodwill

inherent in brand, and in compliance with all relevant state and federal

laws and regulations including but not limited to those of the FCC, CPB, and

PBS. In order to ensure that the Foundation is conducting itself entirely in support

and furtherance of purposes and activities and that all funds raised are

being used to support and further purposes and activities the Foundation

shall comply with the following requirements:

E1.

All proposed Foundation communications and publications shall be
submitted to OETA for review and approval prior to public distribution.
All proposed Foundation events shall be submitted to OETA for review
and approval prior to execution and public announcement.

The Foundation shall submit to OETA for review and approval an annual
development plan that delineates proposed fundrai sing staf?ng and
compensation and activities for the following ?scal year.

All Foundation activities shall be consistent with the mission of OETA
and the purpose of the Foundation to support OETA and the Foundation
shall not expend Foundation funding that would otherwise be necessary to
ful?ll the ABST or other priorities as delineated by OETA.

On or before 1?October of each year the Foundation will deliver to OETA
a narrative summary of its activities from the preceding ?scal year; a
comprehensive ?nancial report that includes the Foundation balance sheet

as of the last day of the preceding fiscal year; a statement of revenue?

Page 9 of 14

 

expenses, and changes in fund balances for the preceding ?scal year; a
statement of cash ?ows for the preceding fiscal year; all notes to

Foundation ?nancial statements for the preceding ?scal year; a copy of the

Foundation?s IRS Form 990 for the preceding ?scal year including all
schedules and attachments; a proposed Foundation budget for the

following ?scal year for OETA review and approval; updated copies of all

- Foundation governance policies and procedures; updated copies of all gift

agreements entered into by the Foundation for the bene?t of and
any other information reasonably requested by OETA.

The Foundation shall make one or more knowledgeable representatives
available to attend meetings of the OETA Board of Directors for the
purposes of making regular reports and providing updates and answering
questions.

The Foundation shall make its records, accounts, agreements, and
documents available for inspection by authorized representatives of OETA

with reasonable advance notice.

. The Foundation shall make its Board members, of?cers, and personnel

available to be interviewed by OETA at such time and location as is

convenient to OETA, the Foundation, and the persons being interviewed.

OETA may require an audit, at the Foundation?s expense, by an
accounting ?rm selected by OETA, of the Foundation?s books and

records. The Foundation will cause its agents and personnel to cooperate

Page 10 of 14

to the fullest extent possible in connection with any inspection or audit
conducted or required by OETA under this Agreement. The rights
conferred. upon OETA in this Agreement are not intended, and are not to
be construed, so as to impose a duty upon OETA to inspect the affairs of
the Foundation unless otherwise provided for herein.

j. The Foundation shall provide its scheduled Board of Trustees meetings to
OETA at the beginning of each ?scal year and shall permit any authorized
representative of OETA to attend said meetings.

14. The Foundation Shall not, without the prior written approval of OETA, make any
gifts or grants of any of its assets, or pledge to make any such gifts or grants, to
any person or entity other than OETA.

15. The Foundation shall not expend funds or designate funds for any speci?c media
production activity without prior written consent.

16. The Foundation shall generally discourage donations that contain restrictions
imposed by donors or other third parties prohibiting their ultimate transfer to
OETA. The Foundation shall not accept any gifts subject to restrictions that
violate any applicable laws and regulations, or that would prohibit use of the gift
to support and further purposes and. activities. The Foundation shall not
enter into any contract that prohibits monies received under that contract, or that

prohibits assets otherwise held or received by the Foundation, from being
transferred to the Foundation.

17. OETA, in its sole discretion, may establish General Investment Policies to be

followed by the Foundation in investment of the Foundation?s funds. Any such

Page 11 of 14

18.

19.

policies shall be in writing and may be modi?ed from time to time in 
sole and absolute discretion. OETA shall not have the power to select particular
investments of the Foundation, nor shall it have the right to disapprove particular
investments of the Foundation, except to the extent that such investments violate
the General Investment Policies as established and maintained by OETA. No
money manager, broker, or other person retained by the Foundation to manage the
Foundation?s investment assets or otherwise carry out investment activities on
behalf of the Foundation shall be an immediate family member of a Trustee or
of?cer of the Foundation or of OETA, nor shall such activities be carried out by a
corporation, partnership, or other entity that has a stockholder, Director, or of?cer
who is an immediate family member of a Trustee or of?cer of the Foundation or
of OETA.

The Foundation shall establish and follow governance policies which shall be
approved by OETA. Amongst the Foundation?s chief responsibilities as ?duciary
agents shall be raising and stewardship of private charitable contributions and
revenues for the bene?t of OETA.

If OETA ?nds that the Foundation has failed to ful?ll its obligations under this
Agreement properly and in a timely manner, or otherwise violates any provision
of this Agreement, OETA may terminate the Agreement in whole or in part by
written notice thirty (30) days prior to execution of termination to the Foundation
specifying the acts or omissions relied upon as cause for termination.

a. The Foundation shall be held liable to OETA for the amount of the

damages caused by its breach of the Agreement.

Page 12 of 14

b. Further, if the Agreement is terminated the Foundation shall immediately
transfer to OETA or a qualifying organization designated by OETA all
tuiobligated, restricted, and unrestricted funds in its custody given for the
bene?t of OETA.

0. Further, ifthe Agreement is terminated the Foundation shall no longer

have any rights whatsoever to use the names ?Oklahoma Educational

Television Authority,? ?The Oklahoma Network,? or 

(1. Further, if the Agreement is terminated the Foundation shall no longer
have any rights whatsoever to use the OETA service mark or logo and
shall surrender to OETA all materials containing or displaying the OETA

service mark or logo.

20. This Agreement may be terminated in whole or in part by written notice thirty

21.

22.

(30) days prior to execution of tennination by written notice to the Foundation. In
the event of termination under this clause the Foundation shall transfer to OETA
or to a qualifying organization designated by OETA all unobligated, restricted,
and unrestricted funds in its custody given for the bene?t of OETA.

This Agreement is the complete and entire agreement and supersedes any and all
other Agreements either oral or in writing between the undersigned parties. This
Agreement shall be modified only by subsequent writing signed by the parties
hereto.

This Agreement shall be governed by and construed in accordance with the laws

of the State ofOklahoma. All claims, disputes, and lawsuits arising out of or in

Page 13 of 14

connection with this Agreement shall be resolved or adjudicated in Oklahoma
City, Oklahoma.

23. This Agreement shall be reviewed annually by BETA and the Foundation and.
shall be automatically recerti?ed each ?scal year and renewed unless terminated

as provided for herein.

24. No amendments or variations of the terms and conditions of this Agreement shall
be valid unless such amendments or variations are in writing and signed by both
parties hereto.

25. The parties hereto recognize and acknowledge that the Foundation is a charitable
corporation established exclusin?zlj,r to suppmt and further the purposes and
activities of OETA. This Agreement is entered into in order to ensure that the
Foundation conducts its affairs in a manner consistent with such a purpose.
Nothing contained in this Agreement, however, is intended by the parties to be
interpreted so as to cause the Foundation to be characterized as a public or

governmental organization for any purpose.

In witness whereof, the parties hereto have executed this Agreement as ofthe date ?rst

written above.

Page 111 of 14

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103
(918) 585-5876 

 
 

 

WHEREAS, the Oklahoma Educational Television Authority (hereinafter known as is
a government corporation and instrumentality of the State of Oklahoma licensed by the Federal

Coamiunications Commission (hereinaiter known as and,

WHEREAS, the Oklahoma Educational Television Authority Foundation, Inc. is a nonpro?t

corporation under the laws of the State of Oklahoma (hereinafter imam as Foundation,

Inc.? and,

WHEREAS, pursuant to Title '70 0.8., 23?1 01, the Oklahoma Legislature stated its intent and
purpose to make educational television services available to all Oklahoma citizens on a

coordinated statewide basis under the direction and supervision of OETA: and,

WHEREAS, SB. 454 passed by the 1982 Oklahoma Legislature expressed legislative intent that
OETA seek ways to encourage contributions in the private sector by cooperating with the non?

pro?t foundation of its choosing: and,

WHEREAS, OETA is obligated under the laws of the State of Oklahoma (1982 Okla. Sess. Laws
607, SB 454) to report on the activities of the cooperating non-pro?t foundation of its choosing
to the Oklahoma Lagislature and the Governor of Oklahoma, thus requiring OETA to maintain

effective modicums of institutional control over said cooperating non?pro?t foundation; and,

WHEREAS, OETA is regulated by, in addition to the State of Oklahoma, the FCC, the
Corporation for Public Broadcasting (CPB), and the Public Broadcasting Service (PBS) in order
to ensure that OETA ful?lls its mission in a manner that protects the interests of the public both

ROBERT L. ALLEN TELECOMMUNICATIONS CENTER

7403 North Kellcy?venuc R0. Box 14190 Oklahoma City, OK
(405)848?8501 - Lancers-6332 EXHIBIT
m.oeta.onenet.net 

Paoelofs 3

 

as taxpayers and as private donors, and OETA must be able to exert an appropriate level of
institutional control over and in?uence on the operations and activities of the cooperating non-
pro?t foundation of its choosing in order to ensure compliance with said regulatory bodies and

regimes in defense of the publicinterest; and,

WHEREAS, OETA and the OETA Foundation, Inc. are separate legal entities, the former
existing to operate and manage the educational television channels and the latter to support the
farmer's efforts in operating and managing educational television channels through the raising of
private sector investment as the present cooperating non-pro?t foundation of choosing;

and,

WHEREAS, since its inception in 1983, the (ETA Foundation, Inc. has, as present
chosen cooperating non-pro?t foundation, operated for the exclusive purpose of receiving,
investing and expending privately donated non?state funds for educational and
eleernosynary purposes related to the support, promotion, development, and growth of 

and,

WHEREAS, it is the judgement of the OETA Board of Directors that the 1992 Memorandum Of
Understanding (MOU) in force between OETA and OETA Foundation, Inc. should be dispensed
with as it is outdated and, further, does not provide a clear delineation of roles and
responsibilities of the two legal entities in keeping with best practices of governmental agencies
supported by cooperating non-pro?t foundations and does not provide suf?cient modicums of
institutional control to ensure protection of the investments of the State of Oklahoma or the

private donors who invest in OETA through charitable giving; and,

Page 2 of5 

 

WHEREAS, the OETA Executive Committee seated on 23-August-2016 has aggressively
pursued talks with the OETA Foundation, Inc. Executive in an effort to revise the
1992 Memorandum Of Understanding (MOU) in force between OETA and OETA Foundation,
Inc. in forums including but not limited to a Joint Retreat held in Tulsa on 23 and 24-February-
2017, a Joint Coordinating Committee meeting held in Oklahoma City on 9-March?2017, and in
meetings between principals of the We entities on 9-February-2017, S?April~2017, and l-March-
2018 culminating in the transmission on 22-March-2018 of a proposed updated Memorandum Of
Understanding (MOU) between OETA and the OETA Foundation, Inc. as drafted by the OETA

Executive Committee; and,

WHEREAS, it is the intent of OETA, in consultation with the Attorney General of the State of
Oklahoma concerning applicable law, by issuance of this instrument to provide the OETA
Foundation, Inc. Board of Trustees and staff with guidance and direction in the utilization and

stewardship of private funds charitably given for the bene?t of 

THEREFORE, IT IS RESOLVED BY THE BOARD OF DIRECTORS OF THE OKLAHOMA

EDUCATIONAL TELEVISION AUTHORITY (OETA):

1. THAT, the proposed updated Memorandum 0f Understanding (MOU) between OETA
and the OETA Foundation, Inc. as drafted by the OETA Executive Committee and
transmitted to the OETA Foundation, Inc. Executive Committee on 22-March?2018 is
duly endorsed by the full OETA Board of Directors and should be adopted by the OETA
Foundation, Inc. Board of Trustees as soon as possible; and,

2. THAT, as communicated by the OETA Executive Committee to the OETA Foundation,
Inc. Executive Committee via memoranda dated 13-January?2018 and 15-February-2018,

all OETA Foundation, Inc?initiated and OETA Foundation, Inc-sponsored productions

Page 3 of 5

 

andfor programming shall be immediately brought under the direct authority and control

of OETA management and staff; and,

. THAT, as communicated by the OETA Executive Committee to the OETA Foundation,

Inc. Executive Committee via memoranda dated I3?January?2018 and lS-February-201 8,
all OETA Foundation, Inc?initiated and OETA Foundation, [no-sponsored
communications in any form shall be brought under the direct authority and control of

OETA management and staff; and,

. THAT, pursuant to the powers granted to OETA to preempt in keeping

with its public interest standard as stated in Provision 9 of the 1992 Memorandum Of
Understanding (MOU) in force between OETA and the OETA Foundation, 1110., it shall
be considered the standing policy of OETA to preemptively prohibit the broadcasting or
distribution of any BETA Foundation, Inc-initiated productions andfor programming
unless said productions andfor programming were approved by OETA at the proposal
stage, being that stage before OETA Foundation, Inc. funds were expended andfor
resources and/or personnel were allocated andfor assigned to said productions andlor

programming; and,

. THAT, OETA shall consider any OETA Foundation, Inc. actions taken contrary to or in

circumvention of the provisions of this Resolution to be a violation of OETA policy; and,

. THAT, OETA shall consider failure on the part of OETA Foundation, Inc. to comply

fully or to formally communicate OETA Foundation, Ine.?s intention to comply fully in a
timely fashion with the provisions of this Resolution to be indicative of OETA
Foundation, Inc?s intent to not comply with the provisions of this Resolution, and shall

accordingly authorize the OETA Executive Conunittee to, at the Committee?s discretion,

Page 4 of 5

schedule for the consideration of the OETA Board of Directors the possible invocation of
Provision 12 of the 1992 Memorandum Of Understanding (MOU) in force between
OETA and the OETA Foundation, Inc. and to take all necessary and lawful actions
towards ensuring continued ability to make full and proper use of the options
granted it under the laws of the State of Oklahoma (1982 Okla. Sess. Laws 607. SB 454) 
and,

7. THAT, OETA shall immediately distribute engrossed copies of this Resolution to the
OETA Foundation, Inc. Board of Trustees and to senior management; and,

3. THAT, OETA shall undertake the above in consultation with the Attorney General of the

State of Oklahoma concerning applicable law.

On behalf of the Board of Directors of the Oklahoma Educational Television Authority:

fit?A?

 

 

Mr. Garrett T. King, Chair Date

Page 5 of 5



ma? Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103
(918) 585?5876 

 
 

 

 

?The resolution passed today by the Oklahoma Educational Television Authority (OETA) Board
of Directors provides current chosen cooperating non-pro?t entity, the OETA
Foundation, Inc., with an articulation of views regarding stewardship and utilization of

private gifts and sponsorships made for bene?t. The resolution also clearly delineates

position regarding the paramount importance of the'Foundation?s accession to the new

Memorandum Of Understanding (MOU) which DETA proposed to the Foundation on 22-March-
2018 following over a year of talks between leaders of our two organizations. The new proposed
MOU is urgently needed to replace the 26-February? 992 MOU which is still in force and which
no longer provides OETA the modicums of institutional control necessary to ful?ll 
obligations to the people and State of Oklahoma; to protect the philanthropic investments of
many generous private donors and undemiters, and to maintain relationships
with regulators and partners including the Federal Communications Commission (FCC), the
Public Broadcasting Service (PBS), the Corporation for Public Broadcasting (CPB).

It is hope that the Foundation will ?nd the resolution helpful in carrying out its
charitable mission of raising private funding for the bene?t of 

-Wg .
gar/eye [In 
(ha/r,

@6734 ?nd we

ROBERT L. ALLEN TELECOMMUNICATIONS CENTER r36 7!de

7403 North Kelley Avenue [20. Box 14190 Oklahoma City, OK 73113-4190
(405} 343-8501 1?300-379-6332

macaw-renown 5:2. Sic/J?

 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(913) 585-5876



Kl WTRICK 300?. W'iishlro Boulevard
Galahomn City. OK ?3l16
FOUNDATION

-, e. a {ll 05?} 608 @942

june 26, 2013

Dalian Utterhack, Chairman
Foundation Board of Directors

Garrett King, Chairman
Board of Directors

Dear Chairmen and Members of the Boards,

Kirkpatrick Foundation is a proud supporter ofpublic television through the BETA Foundation. To date, we
have donated 5-x: the foundation. The programming that our support helps enable is essential to the
quality of life for Our fellow Oklahomans. The recent discord on display is a disservice to the viewers and
consumers who rely on public television for excellence in programming.

Although OETA and the OETA Foundation are separate entities and should remain sob?one being a
government entity, and one being a nonpro?t??you need only look at other local entities to see how working
together bene?ts everyone. Examples coming to mind include the Oklahoma City Zoo and its support group,
Oklahoma Zoological Society (ZooFriends), or perhaps Oklahoma City Public Schools and the Foundation
for Oklahoma City Public Schools. Both ZooFriends and the Foundation for Oklahoma City Public Schools
are independent 501 CS nonprofits with their own bylaws, their own hoards, and their own leadership. I?m

sure that both of these groups would be happy to discuss their models with your organizations, as you resolve
your differences.

Importantly, Kirkpatrick Foundation only funds nonpro?t organizations and does not make gifts to
government entities. To shoe-horn the OETA Foundation under the supervision of OETA eliminates the
5:01:33 independence of the OETA Foundation, thereby making it a quart-nonpro?t, raising money under the
guise of a nonpro?t but, in actuality, as an arm of a state agency. At a time of fragile statemppropriated
funding, to alienate individual, corporate, and foundation donors is ill-advised. The best path forward will be
to strengthen the individual brands and boards of OETA and the OETA Foundation, with distinct websites,
publications, and voices. We are happy to offer further advice as you navigate this situation. Working hand~
in-hand, we can accomplish great things for the people {and animalsl} of Oklahoma. I hope your two boards
will come to an understanding to allow each of you to provide the service For which you are intended.

Best rsonal regards,

Louisa [cCune

Executive Director

 

er: Daphne Dowdy, Polly Anderson

EXHIBIT





M.)

kirkoatrickfoundation com

 

 
 

(918) 585-5876

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103



From:

Sent: Wednesday, July 25, 2018 1:40 PM
To: Daphne Dowdy <ddowdv@oetafdn.org>
Subject: 

Dear Daphne.

As you know, we have become aware of the current discussions between the Oklahoma Educational Television Authority
and the Oklahoma Educational Television Authority Foundation. The existing governmental! foundation relationship has
been in place as we understand it for over twenty years and is similar to other relationships with which we have familiarity.

Our understanding and concerns are stated herein.

OETA is legally an authority under the laws of Oklahoma. Oklahoma has many authorities with the bene?cial interest of
the authority being the State of Oklahoma. .

OETA Foundation is very different legally. it is a corporation that has received a 501c3 designation under the internal
Revenue Code. The Foundation's purpose is to provide public participation in the funding of public television in
Oklahoma.

A few years ago, we spent considerable time doing due diligence prior to becoming major donors to the

Foundation. After satisfying ourselves we determined to contribute annually to the Foundation. We have always been
fans of OETA and the ?ne job they have done in presenting programming available not only to the metro areas of our
state but also - and just as importantly - to virtually every corner of the state.

The direction, tone, construction and proposed directions of the ongoing discussions concern us greatly. The
independence of the Foundation from the Authority was one of the major considerations in our decision not only to
become a major donor to the Foundation but to provide a signi?cant gift to the Foundation upon

We have NO INTEREST in contributing to the Foundation if its independence is usurped by what is an instrumentality of
the State. question the validity of the tax deductiblity of our gifts to the Foundation if the Foundation is under the control
of the Authority. The new tax law this year limits deductions to $10,000 a year

for monies paid to state and local governments. i think most major donors already have lost a portion of that deduction

by virtue of the change from previous tax years

WE ARE NOT WILLING to make any contribution to the State or it's Agencies or Authorities regardless of any other
considerations.

Based on review of the information we have been able to glean concerning the proposed adoption of unilateral
agreements, clearly the Foundation and the Authority could be deemed .  -ve become essentially merged and I am

aware of interesting tax rulings concerning that subject. EXHIBIT



   

Simply put, we have no intention of assuming these kinds of risks on our donations and more importantly, we view this
entire exercise as a political power grab initiated by parties known and unknown. We were shocked when we discovered
the amount of funding provided to OETA by the Foundation that has not been spent for the last several years. We don?t
donate to create a "kitty" for the use and pleasure of a division of state government.

Reluctantly, we are hereby suspending our continuing funding to the Foundation until such time that a satisfactory
resolution of these negotiations can be achieved.

We are very appreciative of you and your staff at the Foundation and we encourage the Boards of both the Foundation
and the Authority to proceed carefulty on this matter. I have discussed this with other donors and we are not the only
ones concerned and rather dismayed.

Please feel free to share this email and our concerns as you determine to be appropriate.

Very truly,




 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



 

T0: Board of Trustees, Okiuhoma Educational Television Authority Foundation,

Inc. (DETAEI

FROM: Garrett King, Chair, Board of Directors, Oklahoma Educationai Television
Authority (0E TA)

RE: 0E AF Response of 1 S?November-ZHI 8

DA TE: 3?December-201 8

Thank you for your communication of 15?November-2018 in response to the memorandum I
transmitted on behalf of the OETA Board of Directors on 30-October-2018 related to the
Oklahoma Fiscal Year (FY) 2019 budget support OETAF committed to OETA this past summer

but has yet to ful?ll.

Also, thank you for confirming that the funds OETA requested from OETAF for Oklahoma FY
2019 budget support and which the OETAF Trustees approved for use as advised via
memorandum to OETA on 31-July-2018 are currently being withheld by OETAF per OETAF

Board of Trustees directive and not per donor intent.

I cannot comment on the ?policies? cited in communication of 15?November-2018
that are guiding withholding of the budget support it committed to provide OETA as
those policies were not provided to OETA for reference purposes. No policies or
donor/underwriting agreements or any such documents are provided by

OETAF to OETA which is outside the norm for agency-related foundations; this is a problem.

On behalf of the OETA Board of Directors I respectfully reiterate our request that the OETAF

Board of Trustees fulfill the budget commitment it made to OETA on 31-July?20 1.8 and direct

OETAF management to EXHIBIT

[9,9

Page 1 of 4

 

accede to the multiple requests made by OETA management in this matter, most recently on 1-

October-ZOl 8.

Regar

l.

ding other matters discussed in the OETAF memorandum of 15-November?2018:

OETA is in receipt of the e-mail of l6-October?2018 referenced in the OETAF
communication of lS-November-ZOIS; OETA staff and Directors have been in
consultation on the matter with state and federal of?cials to ensure proper stewardship of
the grant funds noted therein. OETA management is also in receipt of the unmarked
envelope OETAF management put into the OETA Executive Director?s mailbox; the
envelope contained a number of unpaid Purchase Orders as well as, we assume, a check
for management have not opened the envelope containing what
they believe to be the check referenced in the OETAF communication of '15-
November?2018.

The OETA Board of Directors respectfully requests that the OETAF Trustees
direct OETAF staff to remit separate checks for each respective grant item with
appropriate notations made for the remaining 2018 remaining Education
Innovation Grant; and Native American Grant. Also, it would be professional and
prudent for the checks to be provided to OETA management in a clearly-marked
envelope this time.

I OETA management will return the unmarked envelope and the unopened
envelope containing what we assume to be the check made payable to

to OETAF management.

Page 2 of4

2. OETA is in receipt of the 7-November?2018 memorandum from OETAF Senior Vice-
President of Finance, Mr. Michael Vaughn, addressed to OETAF President, Ms. Daphne
Dowdy, which the OETAF Trustees memorandum of 'lS-November-ZOIS characterized as
a document that demonstrates that ?future? is ?at stake.? I encourage Mr. Vaughn
and any OETAF stakeholders who are interested in the operations and management of
OETA to contact Governor allin or Governor-elect Stitt regarding the possibility of

being nominated to the OETA Board of Directors where said stakeholders can
appropriately participate in the governance of OETA.

3. The 15-November-2018 communication from the OETAF Trustees suggests convening a
?Joint Operating Committee? as called for in the 1992 Memorandum 0f Understanding
(MOU) in force between GET A and OETAF.

The OETA Executive Committee seated on 23?August?2016 has diligently
pursued such talks including but not limited to a Joint Retreat held in Tulsa on 23
and 24-February-2017, a Joint Coordinating Committee meeting held in
Oklahoma City on 9?March?20 l7, and in meetings between principals of OETA
and OETAF on 9-February-2017, 5-April-2017, 'l?March-ZOl 8, and 17-July-2018.
OETA also issued guidance to OBTAF to provide clarity and direction as to how
the relationship between OETA and OETAF should be adjusted in the form of the
Moving Forward Together memoranda of 13?January?201 8 and 15-

February?201.8, and in the Resolution of 29?May-20] 8

I At this juncture, taking into account years of negotiation, the resignations

of two long?time OETAF Board Chairs over the failure of OETAF staff to

Page 3 of 4

work with OETA and comply with OETAF Board directives, and
continued escalating staff?to?staff discord and mistrust, on behalf of
OETA 1 issue one ?nal invitation to OETAF to negotiate the

modernized operating framework as proposed by OETA on 22?

March?ZO] 8.

I am available to discuss at 405-929?0281. Again, thank you for your most recent

42w:- 

communication.

Page 4 of 4

 
 

. :31;

Litgistix, 
5 E. 5th St, Tulsa OK, 74103

(913) 585-5876 

 

Orlando and KWBU in Waco, Texas.

New director for OETA Page 1 of 3

0 
av, EDMOND

3ft? (Q: {aim n.

Edmond Life Leisure 0 107 S. Broadway I Edmond - OK - 73U34 I Phone: 405-340~3311

NEWS COLUMNS I ANNOUNCEMENTS AD RATES CONTACT 

 

 

 

 

New director for OETA ?5mm search 

IThu, Oct 25, 2017

The Oklahoma Educational Television
Authority announced last week the
hiring of Polly Anderson as the new Executive
Director of OETA.

WEEKLY HIGHLIGHTS

Local News
Darcl Lynne Farmer named to honorary hospital board
Coffee Creek project denied

Anderson has 20 years experience in public
media, having served as General
Manager/CEO at New Mexico PBS, WUCF in

VIRTUAL EDITION:

View this week's

She be the fifth Executive Director at paper online!

OETA and the first woman to lead the
organization.

According to Garrett King, OETA Board Chair,
"Polly Anderson brings invaluable experience
and perspective to the role of chief
executive. The OETA Board of Directors looks
forward to working with her to ful?ll our
mission of informing, inSpiring, and
connecting Oklahomans."

nor 
--..

hip:

 

According to Anderson, am honored to
accept the board?s offer to lead OETA into a 
new era as new technology offers increased ways for OETA to be of service. This is an
exciting time and I'm proud to lead this Oklahoma institution that has been educating,
enlightening and engaging Oklahomans for over 60 years.?

 

From humble beginnings in a basement classroom, OETA is now a statewide network

that provides a diverse fare of television programs to viewers across Oklahoma and in View At Home

surrounding states. began with one transmitting station, little money, iimited Fan/Winter 2018
broadcast hours and a small and an almost immeasurable audience. Today, with

statewide network of four transmitting stations and 14 translator stations,
more than two million viewers tune into on a weekly basis.

lav. .- hfl?h ,uli:

    

Share 0

 

connect with us on social. media

0 6

edr?nondlifeandleisure @eclmoncipaper @edmondLif'eanclLeisure V'ew calendar Of?Events

2018

 

 

 

 

U19X2018

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 535-5376



 

i" Central

 

 

 

  
 

.: University of Human Resources

Florida

December 7, 2015

Ms. Polly Anderson
Executive Director WUCF TV
Communications Marketing

Dear Ms. Anderson,

By this letter you are placed on administrative leave, with pay, e?ective today until ?nther notice
pending review of allegations of misconduct. This action is taken in accordance with the
University Regulation .0124 

You are directed not to return to work for any reason until further notice unless approval is granted
in writing and in advance. You are further directed to turn in any and all university property and
not to access any university equipment, property or controlled access information.

If you have questions regarding this action and returning all university equipment and property.
you may contact Ms. Shelia Daniels, Interim Associate Vice President Chief Human Resources
Of?cer, at [407) 823-2771 or call me directly at (407) 823-2952.

5? erely,
cf. MW
Daniel Richardson

Interim Executive Human Resources Director

Enclosure: University Regulation HOP-3.0124

cc: Ms. Shelia Daniels, Interim Associate Vice President 65 Chief Human Resumes Of?cer
Mr. Grant Heston, Vice President for Communications 85 Marketing 
Personnel File 

Administration and Finance
3230 Progress Drive Suite too In Orlando, Fl. 32826-3229
40?-823-2771 I FAX 323-0236

An Equal Opportunity and Af?rmative Action Institution EXHIBIT



13be

 
 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103
(918) 585-5 876 

 

 

 

SEPARATION AGREEMENT

This Separation Agreement {the ?Agreement? is entered into the 16111 of December, 2015, by and

between the University of Central Florida acting for and on behalf of the UCF Board of
Trustees, the Flm'ida Board of Governors, and the State of inside, and Polly Anderson 
Executive Director WUCF-TV, at the University of Central Florida (?Employer?)-

NOW, THEREFORE, for and in consideration of the mutual pmmiaes roads in this Agreement, the
parties agree to the following:

1.

Upon the parties? execution of this Agreement, UCF agrees to accept the resignation submitted by
Employee, to be effective as of February 22, 2016, unless Employee resigns sooner. UCF agrees 
to pay for services performed at Employee?s present sate of pay tlnough the effective date of her
resignation, lose all applicable payroll taxes and other payroll reductions for bene?ts or other
law?ll purposes. Until Employee?s resignation takes effect, Employee will eon?mie to receive
retirement and blame bene?ts at applicable levels and amounts. Employee will be assigned
various administrative projects batman the date this Agreement is signed and the e??ective date
other resignation.

Additionally, UCF agrees to make a lump?sum payment following the effeotive date of
Employee?s resignation equivalent to 6 weeks of pay, subject to applicable payroll taxes and
otlras payroll reductions for bene?ts or other lawful purposes.

Additionally, UCF agrees to make a payment to Employee in the amount of $13,400 for alleged

compmatory and emotional damages, for which aFonn 1099 will be issued. Employee
?ogrees that she will be responsible for all tax obligations with regard to this payment.
UCF will follow established UCF policies and procedures regardmg'a'? aoouht? [listed 

 

annual leave to employees leaving the university.

Employee shall be given the opporhmity to: collect and remove personal o?icots ?'om hot o?oe.
Employee shall not otherwise retro-o to her o?oe or to 

UCF shall not complete an atmual perfomance review of Employee for the 2015 calendar you:
Neither-Party, nor ofeitherParty, shall make any statementabont?ais
Agreement or the alleged acts or omissions giving rise to this Agreement that areasonable
listener could ?nd disparaging or defamatory to the other Party to this Agreement. Further, no
Party shall make any disparaging statements to any third-party concerning the other Party, their
bustl'ness practices, or other conduct.

Employee shall be provided with the opportunity to send an e?mail communism to UCF
employees and colleagues outside UCF relaying the news of Employee's resignation ?-om UCF
(the "Resignation Email?). The Resignation E?mail shall be a collaborative e?'ort between
Employee and UCF with UCF retaining ?nal review rights before Employee distributes the
Resignation Email. The Resignation B-mail shall be completed and distributed as soon as
feasible hornet later than January 8, 2016. .

. UCF agrees that Employee will have an eligible for white status wi?t the University. However,

Employee acknowledges and agrees that neither UCF nor any of its related corporations or
a?iliates are or will he at any time under any obligation to employ her. Employee acknowledges
that botanist: of enoumstances unique to the Employee, including, but not limited to nreoneilable
di??erenoes with Employer, the Employee is not quali?ed to hold any position with Employer
now or in the future and, therefore, Employee shall not apply for employment or otherwise seek
employment in the ?xture with Employer.

In exchange for the above stated consideration, Employee does hereby release, acquit, and forever
discharge UCF, the UCF Board of Trustees, the Florida Board of Governors and the State of

EXHIBIT



 

 

 

Florida, their of?cers, agents, employees assigns and af?liates, of and from all manner of actions
and causes of actions, suits, claims and demands, 1whatsoever, whether known or unknown,
whether anticipated or unanticipated, whether under federal or state law, which the undersigned
ever had, new has or may hereafter have, for or by reason of any cause, matter or thing
whatsoever to the date of these presents, including but not limited to any and all claims for
damage to reputation, emotional distress, discrimination, retaliation, loss of earnings, loss of
earning capacity, and all olher losses, damages and expenses of whatever nature and kind, arising
out of, connected with or in any way pertaining to her employment with The University of
Central Florida or the cessation thereof.

8. In the event that prospective employers seek information from UCF regarding Employee?s
employment, UCF shall provide a neutral reference to include Employee?s date of hire, position
held, last rate of pay, date of resignation, and that Employee is eligible for rehire. Employee
should make every c??crt to direct prospective employers to HR department

9. it is expressly understood and agreed that the terms herein contained are contractual and not
merely recitals and that the agreements contained herein and the consideration by UCF are to
avoid litigation and to buy peace, and that no payments made nor releases or other consideration
given shall be construed as an admission of liability, all liability being expressly denied by both
the Employer and the Employee.

10. No version, copy or draft of'this Agreement shall he placed in or referred to in Employee?s
o?icial personnel ?le main ed by Employer's HR. department. Rather, Employer shall place
Employee's resignation in Employee?s of?cial personnel ?le and shall maintain all copies, drafts,
or references to this Agreement in a separate ?le.

11. in the event of any litigation brought to enforce the terms of this Agreement, the prevailing party
in any such action shall recover its attorney's fees and costs incurred in bringing such action,
including those incurred at trial and at any appellate level.

12. The tenns of this Agreement shall not be used as precedent by, not confer standing on, any other
persons.

13. The undersigned signatories for Employer hereby represent and warrant that they have the power
and amhority to execute this Agreement on behalf of Employer and bind Employer to the terms
hereof. Employee acknowledges that she has had the opportlmity to review this Agreement and
discuss it with the adviser of her choice prior to signing.

14. This Agreement supersedes any prior written agreement between the parties.

 
  
 

 
    

 

 

 

1331; 
Grant He Date Polly Anders:
Vice Pro dent, Coimnunica?ons and
Marketing
University of Central Florida
"t
kWh/1f ii? idles
Daniel Richardson Date; hilip M. broomasq.
Interim Exec. Human Resources Dir. Ccimsei for Ms. Anderson
University of Central Florida

WIMIQB: 1H

 

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103

(918) 585?5876



  
 

University of Office of the Vice President
Central
Florlda

January 8,2016

Polly Anderson
University of Central Florida

You were directed by the university on December 7, 2015, not to access any university
equipment, property or controlled access information. As a result, you were provided an
alternate email address for business communications 

On December 18, 2015, you gained access to your former UCF email address
With that access, you forwarded emails to a personal email
address (M. Most disturbingly, you also deleted emails from your
work inbox, sent and deleted items folders.

You are an employee of the university. As such, you are subject to the policies and
procedures of the university, including public records requirements.

Per university policy 2400.4: "lt is the policy of the University of Central Florida to
comply with Florida ?3 public records law and Florida?s retention schedules for public records. All
documents and other written materials that are made or received pursuant to law or that are
made or received in the transaction of of?cial university business and are used to perpetuate,
communicate, or formalize knowledge are public records, which, regardless of form, are open
for public inspection unless the legislature has specifically exempted them from disclosure.
Most documents, including email messages and text messages, created or received by
University of Central Florida employees in connection with official business are public records.?

University policy 2-1 00.4 further states: ?Employees may not delete public records for
which they are the custodian except in accordance with the record retention schedules
applicable to UCF as a state university.?

You were insubordinate in your actions and violated UCF policy 2?1004 (as well as
potentially violated Florida Statutes ch.119) regarding the retention of public records.

This letter is an official reprimand for your actions and will be included in your
permanent personnel file. This letter also notifies you that you must retain all public
records and that you are required to follow all university and state policies governing
UCF employees.

Communications and Marketing

12443 Research Parkway 0 Suite 301 0 Orlando, FL 32826-3252 407?823-2232 Fax: 407-823-2567

An Equal Opportunity and Af?rmative Action lnstitulton

EXHIBIT

.1 

 

I expect you to conduct yourself professionally and in accordance with university and
state policies and procedures as a condition of your employment with UCF.

Sincerely,



Grant .1. Heston
Vice President for Communications and Marketing

Sent via email to poilvanderson2@ucf.edu and poiivandersoni8@qmail.com

cc: Personnel File

 

 

 

 

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103

(918] 585-5376 

 

PA led a toxic work culture where she disregarded basic levels of respect. dignity and civility. in my
judgement. her actions in this regard were setting the station up for failure. I routinely had her
employees come to me in tears about her disrespectful actions. Of the multiple departments 
supervise. her employees were the only ones who ever made such complaints and who cried to
me about how they were being treated. Shouting at employees was routine, as was describing
them as incompetent both professionally and personally- Within the first year, more than half a
dozen employees left. PA refused to believe me when counseled her about these issues, and how
seriously i regarded them. Even when engaged HR and allowed PA to participate in forming
and launching a climate survey of her team - she did not believe the data. belittled the process to
her team and did not act on its ?ndings. Eventually. PA stopped working on this issue with HR and
me completely. As of this date. her three direct reports told me they had been planning to leave as
soon as possible and that more people were also looking. With assistance. we hired a
leadership coach as a final step to help PA. but did not take that step due to a report from University
Audit.

On November 30 I received a report from University Audit that found PA violated university policy
regarding use on institutional resources for personal gain. I read the report and found it convincing.
PA's policy on trade was clear? she did not condone it and rejected several proposals that included
trade or in?kind components. In the case of a board seat she personally wanted, PA overrode her
team and cancelled pending revenue-generating contracts with the Science Center to trade on-air
promotion for her seat on the board. PA told me after the fact that she had been ?elected? to the
board. but never brought me an in-kind proposal or told me about it. I would not have approved it
if she had. Her gaining this seat was never a goal or condition of her employment. The action itself.
along with her not telling me about it. convinced me that this rose to a termination event.

PA never acted as though WUCF TV was part of the university. in words and action. she minimized
the university's role and never pursued the goals 1 set for her to expand how the station integrated
students and faculty into its operation. She engaged in the UCF Downtown project at my insistence,
and only focused on what she could ?get? for WUCF TV out of the project she did not take a larger
approach of what was in the best interest of the university. She also did not engage with the
Nicholson School unless forced to do so. and then only to the least amount possible. Finally, PA
referred to UCF as a "partner" in public remarks. making no distinction between the university and
an unaffiliated community sponsor. In fact. PA initially refused to run UCF's institutional 30-second
spot on the channel because it said ?we? and she alleged viewers would think UCF was WUCF TV.
Only once i stepped in and insisted did the spot air unaltered.

PA routinely disregarded my direct instructions. Early in her tenure. she removed my name from
WUCF TV production credits and the website without seeking my permission. When I discovered
this, she restored my credits in productions. but not on the website. Earlier this year. my on?air
credits were again removed without my approval. I had to insist, again. to PA that they be restored.

 

When I asked why they had been removed. she blamed her staff. Her team reported to me that
she told them to remove my name. I regularly told her in our standing meetings to be more prepared
and give me more than 60 seconds of updates in our 30-minute meetings. I had to question and
play detective to understand what was happening inside the station. She recently stopped providing
me financial statements. PA displayed intransigence bordering on insubordination in
meetings with me where she refused to discuss policy, process or suggestions. I also was told that
PA routinely attacked me personally and professionally in private and open meetings.

The bottom line with these issues is that they combine to show two things: 1) PA's failed leadership
and erratic created a toxic work culture of mistrust. 2) I lost faith and confidence that PA was telling
me the truth, that I could trust her and that the station was better off with her as executive director.
The primary task of our new executive director will be to rebuild a professional and appropriate
work culture in WUCF TV.

  

W. (913) 535-5876

Litgistix, LLC
5 E- 5th St, Tulsa OK, 74103



Dec 7 meeting notes from Laura Stylianou:

Attendees: Grant Heston, Dan Richardson (HR), Tammy Forrester, Polly Anderson and myself at 10:30
am. in the Communications and Marketing conference room.

Grant spoke about issues with culture, climate, respect and leadership with the team and how
suggestions for improvements were not embraced by Polly.

Grant mentioned that the audit report was clear and was in regards to her Orlando Science Center
board position.

For these reasons, and after consulting with HR, General Counsel and Audit, a decision was made that
Polly should be removed effective immediately as Executive Director of WUCF TV. Grant said the timing 
was determined by the audit. 

Polly was told that effective immediately she has no authority over the station, operations or personnel
and she is not to conduct business on behalf of WUCF or represent WUCF in any way.

It was now her decision on how to proceed. Grant offered, although he and the university did not have
to do so, that she can choose to resign, 90-days pay/benefits and be deemed eligible for rehire when
prospective employees inquire. He mentioned special projects for that 90-day period and that logistics
would be determined by today?s 49m deadline forthis decision.

Polly?s comments:
"Wow, this is something you wanted for a long time, Grant.?

talked about Orlando Science Center with you and I was on the board for the benefit of UCF, not
personal gain.?

?It?s bogus, you?ve never had my back, undermined me at every opportunity."
?Employee with anger management issues that you refused to address.?
"Problem with culture is because of you.?

have an attorney.?

Grant: This is not debatable but for the sake of the record, I disagree with everything you said across-
the?board.

Polly ?Culture of this place is wrong because of you. I built a strong team.? Grant disagreed by stating it
was a strong team despite of her.

Grant handed Polly the folder of documents, Dan escorted her from the room and then to her office.
Later, Dan confirmed the documents were in her possession when he escorted her to her car.

Meeting concluded at approximately 10:37 pm.

EXHIBIT

. .

 



 
 

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103

(918) 585-5876 

 

 

 
 
  
         
 
    
      
      
  

Date:
0?
Of the Tree-IS: Person to conta
Depar?nggvenue Semc . emu number:
SChatz 01964
3 O. Box 20534845201 - Contact telephone naming-7
Cincinnati I 877-829?550 
OMA ED DUCATIONAL TELEVISION
?1ng ITY FOUNDATEQN INC
?36 POLLY ANDERSON .-- 
""403 KELLEY AVE 7'31 11-3420
OJ 
.

Director Exempt'Drgamzatlons'
Rul1ngs..and - 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



A.F. RINGULD
COLEMAN L. RDBISON
J. DOUGLAS MANN
JOHN G. MDYER, JR.
JOHN E. HOWLAND
IEREY L. ZIMMERMAN
HEGENBART
ERIC P. NELSON
KAREN L. LONG

JOHN E. PRIDDY
BRYAN K. DRUMMOND
KENT B. RAINEY

ERIC 0. WADE
MATTHEW P. CYRAN

 

ADAM S. 
N. RDKANE MOCK
A. DRUSEN

Records Custodian

ROSENSTEIN, FIST 8L RINGOLD

ATTORNEYS AT LAW

PARK CENTRE
525 SOUTH MAIN, SUITE 700
TULSA, OKLAHOMA 74103-4508
(918) 585-9811

FACSIMILE
(913) 583-5617

INTERNET WEB SITE:


October 2, 2018

Oklahoma Educational Television Authority

7403 North Kelley Avenue
Oklahoma City, OK 73111

RE: Open Records Act Request

 

Dear SirfMadame:



OKLAHOMA CITY OFFICE:
UNION PLAZA BUILDING
3030 NW SUITE 200
OKLAHOMA CITY, OKLAHOMA 7311!
{4-05) 521-0202

(LI-I. ROSENSTEIN (1893-1990)
HENRY 
DAVID L. FIST (1931-2008}

OF COUNSEL
JERRY A. RICHARDSON
STACI L. ROBEEDS
CHERYL A. DIXON

This letter will serve as a request under the Oklahoma Open Records Act, 51 0.3. et
seq. for copies of the records of the Authority detailed as follows:

1. Any and all correspondence from the Authority QR its Executive Director to the Internal
Revenue Service during the 12 month period preceding the date of this request; and

2. Any and all video audio surveillance of the reoeptionist?s desk at main of?ce
at 7403 North Kelley Avenue in Oklahoma City of?ce from 3 :00 pm. until 5:00 pm. on
Thursday, September 27, 2018.

You will be reimbursed for reasonable copying and video reproduction expenses per your
written policy, if applicable. We appreciate your assistance and should you have any questions, please

do not hesitate to call me.

cc: Daphne Dowdy
Merry Zimmerman

Mike Barrage

 

EXHIBIT

{3

 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



 

 

DETAG

October 12, 2018

Frederick J. Hegenbart
Rosenstein, Fist Ringold
Park Center

525 South Main, Suite 700
Tulsa, OK 74103-4508

Dear Sir,

Enclosed please find a data storage device containing two video {.mov] files. The first is taken from the

security video of the front desk area of the OETA on Thursday, September 27, 2018 from 3:00 pm. to 
4:00 to 15:00). The second file is taken from the same camera, on the same day from 4:00
pm. to 5:00 pm. (16:00 to 17:00).

Regarding your second request, there is no correspondence from the Authority or Executive Director to
the Internal Revenue Service in the past twelve month period. -

Sincerely,

Polly Anders?
Executive Director

OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY
T403 North Kelley Avenue - Oklahoma City, OK T3111
[405) 848-8501 - (800) 879-6382


 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



 

 

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OKLAHOMA EDUCATIONA
DAPH NE DOWDY

Closing Date 05(15f18

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Continued on reverse

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



 

   

May 13, 2013
Daphne?s AMEX bill unauthorized charge

Sf 11/ 13 Go Daddy $115.47

Traci researthed with Go Daddy, determined this charge was from customer #5486342 managed by-

-at OETA. .registered domains for
oetafdn.com
oetafdnnet

.tried to purchase oetafdn.org but was unavailable since Traci purchased that domain on signs

 

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5 E. 5th St, Tulsa OK, 74103
(918) 585-5876 

 
 

     

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Meeting Forward Notification: Discussion
To Daphne. Dowdvl

Your meeting wa?s forwarded

has fomardad your moating request to additional recipients.
Meeting
Discuasion

Meeting Time
Monday, 12 February 2018 13:00-14:00.

 

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Meeting Forward Notification: OETAF Board Meeting-
TO D?pl?ne Dowdy

 

 

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W. has forwarded yup: meatlng requestto nddl?onalraclplents.

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W. (918) 585-5876

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103



 

March 7th, 2018

RE: OETA Foundation Outlook Access and Permissions

To whom it may concern:

lT consultant. i am a certified Apple Certified

My name is Terry Farris and i am a freelance
Mac Technician. have years of iT career experience with Apple, The University of Oklahoma,

Tucker Energy Services, and as a freelance consultant.
OETA Foundation asked me to examine their current Office 365 setup in regards to their
Outlook calendar. The concern was presented that unwarranted users may have access to view
ought to their attention when they started receiving email

and edit calendar events. This was br

notifications about certain calendar events. These notifications showed that certain calendar
y@oeta.tv) were being forwarded to Polly Anderson 

events owned by Daphne Dowdy (ddowd

(panderson@oeta.tv) by Polly Anderson-

as panderson@oeta.tv was not invited to these events

This was perplexing and concerning,
by Daphne Dowdy or her staff. 1 viewed the calendar events in question, the email notifications

hose events, and the shared cal Afew local users

concerning endar user list and permissions.
Polly Anderson was not listed as a

were sharing the calendar with various permission levels bu

user with access.
fault setting for ?Everyone" on the same Outlook server within the

with no editing capabilities. putt

There is however, ade
his to the test by

organization. This setting is set to ?view only"
viewing the calendar of several random names listed in the organization list while logged in as

0 view their calendar events but could not cpen

ddowdy@oeta..tv in every instance, was ablet
them and certainly could not forward them or add invitees This proved to me that
{write permission at the Outlook server level by an

panderson@oeta.tv had been granted full read

administrator.

Terry Farris

EXHIBIT

i532

 

  

(918) 585-5876

Litgistix? LLC
5 E. 5th St, Tulsa OK, 74103


DETAO

FOUNDAI ION

Stanley R. S: Elyse Culp Crites

Drs. Paul Westbrook and Cyert
DeFehr Family Foundation
Major General (Retired) David Gillett

 

 aul Westbrook andnn Cyert
DeFehr Family Foundation
Major Generat (Retired) David Gillett
DoIIald Groth
Cathy Steve Herrin

 

OETA Foundation Producers Club Spot: OETA Producers Club Spot:

 

 

Experience the best
of the

 

 

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0 TAG)
3" if?! i. i in."

Stanley R. Elyse (:qu Crites
DeFehr Family Foundation
Major General (Retired) David Gillett
Donald J. Groth

The Harris Foundation
Cathy Steve Herrin
Joe 5: Jean Holliman Family Foundation
Joan Bob Hunt

Demo

Glaudia 8: Ted Jacobson
Jimmy?s qu
MD. 5: Barbara Jirous Foundation
Mrs. Patty Jones

DETAQ

Exclusive Invitations

Backstage Magazine

Special Recognition
smart television



OETA Producers Club Spot:

 

OETA Foundation Producers Club Spot:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Litgistix, LLC

(918) 535-5375

5 E. 5th St, Tulsa OK, 74103



From: Daphne Dowdy
Sent: Friday, September 14, 2018 11:56 AM
To: Polly Anderson?

Cc: Lisa Ondak Mickie Smith Louise Lee Janette

Thornbru
Subject: Producers Club and other spots

Hi Polly,
I still need to follow up on this matter. I think it is fair for me to ask you to respond.

Polly, fundraising is the lifeblood ofthe Foundation, and on-air recognition is an important method to enable the
Foundation to both continue and to enhance its fundraising activities. It helps OETA and the Foundation.

Please advise me as to whether the Foundation can return to managing its on-air recognitions and solicitations. Not only
will that help DETA and the Foundation but it will also assist the Foundation in complying with the suggestions of the
Attorney General of the State of Oklahoma.

Thank you for your consideration,
Daphne

From: Daphne Dowdy
Sent: Tuesday, September 11, 2018 11:09 AM

To: 'Polly Anderson?
Cc: Lisa 0ndak Mickie Smith ?Louise Lee?; Janette

Thornbrue
Subject: RE: Producers Club and other spots

So anyway, back to my original question:

Do you think it would be possible for OETA to allow the Foundation to return to managing Foundation on? air
recognitions and solicitations? it will save your team time and help the Foundation

Thank you for your consideration,
Daphne

 

From: Polly Anderson 

Sent: Tuesday, September 11, 201 10:03 AM

To: Daphne Dowdy 

Cc: Lisa 0ndak <m Mickie Smith w; Louise Lee w; Janette

Thornbrue
Subject: RE: Producers Club and other spots

OK. Thanks.

From: Daphne Dowdy 
Sent: Tuesday, September 11, 2018 9:47 AM

TO: Polly Andersong
Cc: Lisa 0ndak Mickie Smith w; Louise Lee ?Janette

Thornbrue 
Subject: RE: Producers Club and other spots

No, Polly. OETA was not asked to produce anything.

You will see on the production sheet you attached that the spot was ?completefready for air? when it was submitted to
you. Your team marked out the content that OETA wished to delete on its own re-edit. The re?edit marks, including a
slash through our note that the edita was complete, are signed by Janette Thornbrue.

it

Daphne I

From: Polly Anderson
Sent: Tuesday, September 11, 2018 9:39 AM

To: Daphne Dowdy 
Cc: Lisa Ondak <w Mickie Smith Louise LeeWnette

Thornbrue 
Subject: RE: Producers and other spots
Daphne,

We produced what we were asked to produce. Please see attached.

. Polly

Frongaphne Dowdy 
Sent: Monday, September. 10, 2018 1:10 PM a
To: Polly Anderson

Cc: Lisa Ondak a?wckie Smith Mm Louise Lean

Subject: Producers Club and other spots

Polly,

i haven't made an issue of it to date, however we have, of course, noticed that OETA is taking Foundation material and
re~editing it to exclude the Foundation logo, voiceovers and other identifying material. One example would be our
Producers Club spots which recognize major donors to the Foundation.

I know you are aware that the Oklahoma Attorney General's of?ce requested that the Foundation clearly identify itself
on spots like this. re?edit of our spots, without our knowledge or permission, prohibits us from complying with
that AG request. It also prohibits us from correctly identifying and recognizing our donors. The attached example is a
screenshot from air and illustrates how unnecessary editing leads to misidentification of Foundation donors on?
air. I?m sure this is not intention.

I?m hoping we can get to a place of trust. Do you think it would be possible for OETA to allow the Foundation to return
to managing Foundation on-air recognitions and solicitations? It will save your team time and help the Foundation.

We look forward to working in harmony with OETA in service to our donors.
was
President 8i. CEO

OETA Foundation
405.841.9201 direct

Please note my new email address and update your address book so we stay in touch.



 

 

 

 

DETA Spot Form

 

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PROGRAM MING 0N OETA IS BRO UGHTTO YOU IN
PART BY THE PRODUCERS CLUB.

THESE GENEROUS DONORS AND MANY MORE
HAVE HELPED CREATE ONE OF THE STRONGEST
PUBLIC MEDIA SERVICES IN THE COUNTRY.

AND THAT PAYS DIVIDENDS FOR
OKLAHO US ALL SMARTER, BETTER,
CITIZENS.

THINK ABOUT INCREASING YOUR CONTRIBUTTON
AND BECOMING A PRODUCER TODAV.

THERE ARE PLENTY OF PERKS.
BUT THE BEST ARE THE ONES WE CAN ALL SHARE.
THANK YOU.

 

 



Stantey R. 8? Elyse ?qu (Evert.

Drs. Paul Westbrook and Cyen

DeFehr Family Foundation

Major General {Retired} David Billet:

Donald J. Grot?

Cathy 8: Steve Herrin 

Joe Jean Holliman Family Foundation

Juan 8: Bob Hunt

Glaudia Ted Jacobson

MD. Barbara Jirous Foundation

Mrs. Patty Jones


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5 E. 5th St., Tulsa OK, 74103



 

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FOUNDATION

 

a. 

in this series we explore the scienti?c principles related to space and air travel. How do the
principles of time and space work for us on earth and in our quest for the stars.

Episode 1: Need a Lift?
We all know that airplanes fly. But how, exactly, does all of that metal-and fuel actually stay in the air?

Episode 2: Just Thrust lf=m*al Newton's 2nd? 

Planes can fly really fast; rockets can go pretty quick too. How do they manage to go so much faster than,
say, a car? Thrust. Newton's 2nd law tells that force, mass, and acceleration are related.

Episode 3: What makes GPS tick?

GPS devices in cars have been helping the directionally challenged for years - but did you know they also
help farmers get the most out of their land. Satellites takes modern farming into the space age!

Episode 4: Snap, crackle, pop! 
We?ve all had our ears pop, especially on planes. What makes changes in air pressure cause that pop?
We?ll look at the structure of the inner ear and learn how air pressere changes actually help us to hear.

Episode 5: Why - . 
Everyone. KRW?-ih?i astronauts?oat in space because there?s no gravity, right? Nope! Gravity and
Velocity keeps structures in space constantly falling towards earth withoutever hitting it. Who'knew?

Episode 6: It?s Just a Phase

There are full moons. crescent moons, and even new moons. But what causes the moon to look like'it?s
changing shape? Come to the dark side and explore Orbits! -

- - u-v-U 
I.
in

Episode The Power of Ligit?m- . .
Solar power plants are popping up everywhere-and the questionis?, how is ?it possible to turn sunlight into
I electricity? Solar panels of course and we'll be converting sunlightiinto'electiicity. It?s Electrifying]
Episode 8: Dead Reckonino

Pilots used to use a compass, map, and a simple equation (distance
world. You can too. Never get lost in the woods again!

=seed*time to navigate all over the
EXHIBIT

       

 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876

umrw.litgistix.com

 - - 

Daphne Dowdz A

From: Daphne Dowdy

sent; Monday, January 29, 2013 12:28 PM

To: Mickie Smith; Polly Anderson

Cc: Curtis Calvin; Michael Vaughn; Jessi Crino; Bush
Subject: project

Further, PBS legal has reviewed our funding and sees no reason not to proceed. 

Daphne

 

From: Mickie Smith
Sent: Monday, January 29, 2018 12: 13 PM

To: Polly Anderson ?Daphne Dowdy 
Cc: Curtis Calvin ?Michael Vaughn Jessi Crino Bush



Subject: RE: project

Polly,

According to Tiffany Neill, Executive Director of Curriculum and instruction, and Levi Patrick, Assistant Executive Director.
of Instruction, at the Oklahoma State Department of Education there will not be new STEM Standards. There was a new
STEM Framework released in July of 2017 and ?nalized in November of 2017. Here is a link to the Framework:
They said within the link, all the information needed to ensure What?s the
Deal is STEM compliant is now available. Thev were excited to hear that the project had a second season, as theirr were
unaware and looked forward to the third.

Thanks,

Mickie

Appointment??-

From: Polly Anderson

Sent: Monday, January 29, 2013 11:44 AM

To: Daphne Dowdy

Cc: Curtis Calvin; Michael Vaughn; Mickie Smith; Jessi C?no; Bush

Subject: Declined: project

When: Thursday, February 01, 2018 4: 00 PM- 5: 00 PM (UTE-06: 00) Central Time (U5 El Canada).
Where: Media Conference Room

We are waiting for the new STEM standards before any more of this project is produced. Once Curtis has them, we'll
determine if this production can teach the new OK STEM standards.

Thanks,
- Polly

EXHIBIT


)0

 

 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



Daehne Dowel: I
From: Talia Rosen 
Sent: Tuesday. January . 2018 9:41 AM

To: Daphne Dowdy

Cc: Brian R. Westley; Cara Liebenson

Subject: . RE: OETA - What?s the Deal series .

Attachments: National Program Funding Standards and Practices 2015.pdf 
Daphne -

it was great talking with you this morningl Here are the things you asked about:

Funding standards attached with the Editorial Control, Perception, and Commercialism Tests on pages 5-10 of
the document. The standards are also publicly available onllne at: 
W- And here are the bullet points we talked about using to evaluate the tests:

Editorial Control Test factors.
the right to:

I participate in the production process after the initial idea stage is complete;

I resdew scripts, outlines, rough cuts. or ?ne cuts prior to distribution by 

I appoint or approve experts to be interviewed or advisors for the content?s development;
I specify in any detail what the content is about;

I direct the conclusions or opinions of the content;

I in?uence or contribute to decisions about the scheduling of mutant; or

I control distribution of the content.

In determining whether a funder has asserted editorial control, PBS evaluates whether the funder has



Perception Test factors. If there is a clear and direct connection and the content does not involve news, public affairs, or a
controversial issue, then PBS will evaluate whether:

I the clear and direct connection is incidental to the subject matter of the content;

I the content is part of a continuing series or basedron a book that has an established reputation with viewers for independence
and integrity;

I the fender seeks to fund only select programs in an ongoing series;

I the content was produced before or after the ?nding relationship was established;

I the proposed funnier is one of many or joined with neutral funders so that it is a minority rather than majority funnier; or

I disclosure language is added to the content to make clear that the perceived problematic hinder had no editorial involvement
in the content. I - 

(2) Ombudsman columns

a. Emperor of All Maladies - 10(the?

man be -canear-and-other-hot-buttons (relevant excerpt pasted below)
b. America Revealed Dow -

w. . omb dsman 2012 04 flunkin the ante tlon test.htm  -

c. Ploughshares Fund 


 

My Thoughts

   

A Couple of thoughts on some of the letters above. There are 15 different or cancer series. Most are thehsual suspects
foundations, associations and societies. Three are corporations, including Genentech, Bristol-Myers Squibb and Siemens, and there is Dawd H.

1

 

. .. - - 

Koch. Genentech is a major biotechnology company and its work occupies a central part of the narrative in Part Two of the series'dealing with breast
cancer. That work as important to the story and was powerfully present

. ed. That?s all proper but, ideally, the company should not have been among the
series? sponsors, In my Opinion. Nor should Bristol-Myers Squibb and Siemens. All have a heavy stake in cancer drugs and treatment.

As for Koch, he continues to be a lightning-rod for criticism among some viewers.
and have written about his role on a number of occasions. The Koch brothers are

of PBS but none that are also such in?uential and powerful political activists and political funders, and that's the difference. David Koch has a
lifelong interest in science and medical affairs. Back in 2006, he gave $20 million to the Johns Hopkins University for what is the David H.

Koch Cancer Research Building. That's a ?ne thing to do but Hookins is a major force in cancer research and is featured prominently in the series.
That seems quite natural but also raises the question of whether Koch's support for the series should have been accepted.

1 have some 600 emails over the past two years testifying to this
mega?billionai re industrialists. There are other wealthy supporters

Director Baralc Goodman says there was "an impenetrable ?re wall? between sponsors and the ?lm's content. An official with Producer Ken Burns'
company told me that "Ken asked me to convey that both he and Sid [the author of the book upon which the film is based, Siddhartha Mukherjee]

were kept in the dark as to who the hinders were until a?er the show was done. PBS guidelines on whether certain sponsors can cause a violation of
the "perception test" in the mind of viewers are more ?exible when it comes to 

. rograms that have multiple Sponsors, as this one had. PBS has a
complicated funding model but [his is a close call and my view would have been for PBS to have been perceived more purely.

PBS Reapands 

CANCER is a production of Ken Burns, a long respected PBS producer with an established track record of?multipic programs that are noted for their

editorial rigor and integrity. PBS Guidelines prohibit from having any editorial control, and the three funders in question did not, in fact, have
any editorial in?uence over or exercise any editorial control over this program, which is based upon a previously published book. Our Guidelines
further contemplate that there can be instances in which having numerous funders will help mitigate any perception that a particular hinder may have

exercised any editorial control. With regard to CANCER, the fact that the program was based upon a well-known book and the multitude and the mix
offunders quali?ed theSe funders in this instance.

 

What?s the Deal 8t Boeing s: videosoeta. show whats? cal isodes 9 a Based on everything
that we talked about on our call this morning, it seems reasonable to permit Boeing to some as one of the series
funder for the next couple seasons of What?s the Deal, including grade STEM material on aerospace and
agriculture. The Editorial Control test sounded like it was well met based on the timeline for development of the
series content. The Perception test is a closer call, but it is helpful that the connection is not particularly direct
given the rudimentary nature of the material, the content is part of a continuing series, the funder does not seek
to only fund select episodes, the content was produced before the funding relationship, and there is a longtime
neutral funder for the series. You may still want to prepare for inquiries from teachers or pa rents from a PR

perspective, and hopefully the lessons learned from Emperor of All Maladies, America Revealed, and the
Ploughshares Fund can be helpful to some extent.

Best of luck with the exciting series,
Talia

From: Daphne Dowdy tun??

Sent: Tuesday, January 23, 2018 10:01 AM
To: Talia Rosco
Subject: RE: OETA

videos.oeta.tv show whats-don]

From: Talia Rosen 
Sent: Monday, January 22, 2018 3:21 PM

TO: Daphne 00de 

Cc: Brian R. Westley Brian J. Reddington 
Subject: RE: OETA

- Hi Daphne 

I'v'voulcl be happy to chat with you about national program underw

riting and editorial policies. I have sometime
on Tuesday morning (loam-12pm Wednesday afternoon (2-4pm 

or Friday afternoon {1-3pm ET).

If none of those work for you, then I?ll ask my colleague Brian Westley to talk with you next week while I?m out of town.

Thanks,
Talia

Talia Rosen
Assistant General Counsel and Senior Director, Standards 8: Practices
Public Broadcasting Service I 2100 Drive, Arlington, VA 22202

7e3.?3e.3aa4 l~

From: Brian J, Reddington . .

Sent: Monday, January 22, 2018 3:59 PM
To: Talia Rosen

Cc: daphne dowdy

Subject: OETA

Talia,
Daphne Dowdy, copied here, is the head of the OETA Foundation.

Would you, someone on your team, be able to impart some editorial guidelines as they relate to'
to Daphne?

Thanks much.

Brian

Brian Reddington
Executive Director
PBS Foundation
703.239.5350 
202.316.4592 (tn)

 

  

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103
(918) 585-5876



 

a 

DaEhne Dowel! 
From:

Joy L. Hofrneister 
Sent: Friday, October 06, 2017

10:17 AM

To: Robyn Miller

Daphne Dowdy; Robyn Tower; Lisa 0ndak: BuSh: Jessi Cfino .

Subject: Re: What's the Deal? THANKS 

?l'hank you, Daphne! 
Sent from my iPhone

On Oct at, 2017, at 1:09 PM, Robyn Miller wrote:

Daplme,

Congramlationsi
These cuniculum guides are

sure to be very power?il, particularly due to the hands?
you for sharing.

on activities.
Robyn R. Miller, 
Deputy Superintendent for Educator Effective

2500 North Lincoln Boulevard

Oklahoma City, OK 73105
405-521-3332

  

oxueom sme- or



EXCELLENCE 

 

me Do
Sent: Wednesday, OCtober 04, 2017 11:55 AM
To: Joy L. Hofmeister; Robyn Miller
Cc: Robyn Tower; Lisa Ondak; Bush; Jessi Crino
Subject: What's the Deal? THANKS

From: Daph webr 

Joy and Robyn,

  

We got the Boeing grant! On behalf of the entire What?s the

Deal? crew, I?d like to extend a'big thanks
to you and your team for helping us gather the information needed for a successful application.

The grant will support "What?s the Deal season three, featuring eight fun and lively three-min ute .


 

- :W'Eit?erinnents testing ?What?s the Deal?? scientific principles. The kits will be a new offering for Season 3
-- made possible in part by your effort.

we are grateful to Boeing for this vote of con?dence and to you for your partnership in helping us reach
kids in 4th-3th grades with this engaging digital-first STEM series. Thanks!

W4

Daphne Dowdy
President CEO

OETA Foundation

Producers Club Member

Direct 405.841.9201

Main 405.343.8501

Website I Facebooic Twitter instagram

rerauucksm

 

  

   

. 1? 
r. I 1_ U?ki??igf??; 

rig-1? 1.. . 
..- I 
{one tseommiri?g 

Everyone needs a personal estate-plenrtet BETA

help you get started today with a free planning guide.
Cali 809.879.6332 or Click Here to Get Started

 

.-. 

.. a

_t


 

To

 

From: Daphne Dowdy [h

Sent: Friday, May 11, 2018 8:23 PM
Polly Anderson .

Cc: Aaron Morvan; Bush
I Subject: Re: web page

Polly,

I Yes. I have to admit i do have questions.

You do understand that this content is sponsored, yes?

And is your board aware of all

of your decisions with regard to What?s the Deal?

lDaphne
May 11, 2018, at 2:55 PM, Polly Anderson hwrote:

Daphne,

Please see the attached email from March 5, 2018. You were noti?ed at that time that you had no rights
to the name or any other component of the series, ?What?s the Deal??. They are all copyrighted

materials of DETA. We have ceased production and all other aspects of the program are now being
eliminated. 

Let me know if you still have questions.

Polly

From: Daphne Dowdy

Sent: Thursday, Male, 2018 11:25 AM
To: Polly Anderson

Cc: Aaron Morvan Bush 
Subject: web page
Hi Polly,

i see that OETA has unpublished its THE 
a mistake? The videos are still published through the 
curriculum page is published but with no link to
across Oklahoma will have a heck of a time fi
unless they happen to successfully google it.

page. When did you authorize this? Is it
ETA video page and the THE
it.-This means teachers and students
nding the show and they can't find the curriculum

 

-- - *1er 

 

 

 

 



OETA asked the Foundation to help fund this initiative. OETA assisted in the sponsor cultivation.
The Foundation secured production funding for THE and for the materials that
have now been unpublished with no notice to the Foundation or to the sponsor.

is there a reason OETA has made this choice? Likewise, is there a reason this action wasn?t
discussed with the Foundation?

Thank you for your swift attention to this matter as my team prepares to address it with our

sponson

<imageOO?l.jpg>

Daphne Dowdy

President 8; CEO

OETA Foundation

8: Producers Club Member

Direct 405.841.9201

Main 405.848.8501

Website I Facebook Twitter instaeram
<image002.png>

email 

 

 

 

 

 

- - 

 

 

From: Polly Anderson 

Date: March 5, 2013 at 10:19:25 AM CST

To: Daphne Dowdy 

Cc: Mickie Smith Curtis Calvin Bill Perry 

Subject: RE: What 5 the Deal?

Hello Daphne,

if you have questions, please let me know.

Polly

From: Daphne Dowdy

Sent: Tuesday, February 27, 2018 2:56 PM
To: Polly Anderson

Cc: Mickie Smith 

Subject: What's the Deal? 

Polly,

l?m following up with respect to your email of 1-29-18. In li

understanding your concerns regarding 
series.

ofJessi's resignation and
3 THE l'd like to inquire about your plans for the

The Foundation considers it to be of paramount importance to keep substantial donors advised ofthe
application of their funds, Thus, the Foundation requests a de?nitive response from OETA by 3?9-18 . if
OETA has not advised the Foundation

of ?nal decision by that date, then we will take such
action with respect to WTD as we deem to be in furtherance of the Foundation?s charitable goals.

Thanks
Daphne

Original 
From: Polly Anderson

Sent: Monday, January 29, 2018 11:44 AM

To: Daphne Dowdy
Cc: Curtis Calvin; Michael Va Crino; Bush
Subject: Declined: project

ughn; Mickie Smith; Jessi

Janette Thornbrue

 

 

 

 

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103

(918) 585-5876



 murbda?y?, rebruary 01, 2013 4:00 PM 

06:00] Central Time (US Canada].
Where: Media Conference Room

 

w?-v?HI[ill =5


i 

2 
.: i;




?m?w?h?fm - w: 

 

  

(918) 585-5876

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103



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the deal I by Keith Follese, Spady 
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What's The Deal (Samples Mercy Mercy Me What's The Deal (Samples Mercv Mercy Me V3625D703 2013
(The Ecology? I by Brett Bouldin. et al. (The Ecoloovll by Brett Bouldin, et al.

What's the deal? song {written by Isaac What's the deal? sono {written by Isaac

121 Harris. Harris. 1988
?122 Whats the deal (Tony B) Whats the deal (Tom V3244P359 1996
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123 1 Bobby Orlando. gobbv Orlando. ?3514:3633 2004
WHATS THE DEAL WITH 500 THE DEAL WITH 500
124 I Questions Today's Students Are Asking Questions Today's Students Are Askino TX0007174251 2007

about the Biggest Issues in Life. about the Biooest Issues in Life.

at's the deal with airline food? What's the With mans? Shampoo? 1x0005525349 2000

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the deal (with you) I By B. James,
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5 the Deal Yo-

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0008240190
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0004011095
0005359391
P331
P584
0008418603
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What's The Deal.

Type of Work: Sound Recording and Music
Registration Number! Date: I 2014?01?06
Application Title: What?s The Deal.
Title: What?s The Deal.
Description: Electronic ?le (eService)
Copyright Claimant: Michael Zabrin. Address: 9538 Kedvale Ave, Skokie, lL,
60076. -
Date of Creation: 2013
Authorship on Application: Michael Zabrin; Domicile: United States; Citizenship: United
States. Authorship: sound recording, performance,
production, music.
Keith King; Domicile: United States; Citizenship: United
States. Authorship: sound recording, performance, music.

Rights and Permissions: Astin Green, 1343 West Henderson St, Chicago, IL, 60857,
(280) 602?5735, astingreen@frontier.com

Names: Zabrin Michael
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What's The Deal.

Type of Work: Music
Registration Number! Date: PA000208379312017-04-06
Application Title: What?s The Deal.
Title: What's The Deal.
Description: Compact disk (CD)
Copyright Claimant: Songs of Lorb, Transfer: By written agreement. Address: Clo
Karen Schauben Publishing Administration, 3605 Sandy
Plains Rd., #240?248, Marietta, GA, 30066.
Date of Creation: 2017
Date of Publication: 2017-03-24
Nation of First Publication: United States
Authorship on Application: Jeff Lorber; Citizenship: United States. Authorship: music.
Rights and Permissions: Karen Schauben Publishing Administration,
kschauben@karenschauben.com

Names: Lorber Jeff
Songs of Lorb

 

 

 

 

 

 

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Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(913) 585?5876

wwlitgistixcom

 

. 
"nan; Daphne Dowdy 
Sent: Friday, June 01, 2018 4:52 PM
To: Polly-Anderson
Cc: Mickie Smith; Madison Chadwick; Aaron Morvan; Janette Thornbrue; Lisa Ondak; Louise
Lee 
Subject: . . QETAF web page and Planned Giving Event Spots


Po ilv,

i see that Aaron removed from the OETA Foundation page (the day before our pledge drive) the OETA
Foundation labeled "support public television" art which links to our donation page.

Also, below, Janette has refused to air our planned giving spot as?is because it also identifies as OETA
Foundation.

You know we met with the Attorney General's office and addressed all issues to their satisfaction. See letter,
attached. We also talked for a while and answered follow up questions. You mama-thaw that the 
suggestionth settorn ev Generalfs office representatives ceu made tether our:

meeting wagth?i we to clearly outline .on?iih'?web. b??fcfiui? letterhead, snap; and
anywhereelse,thatweare the Foundation, not 'OETAiand DUI-materialsfand projects are from the Foundation
and thatfunds tomato .is Some of our language was r?cently editedaWe have a lot
out there so it may take us a while to update it all.

to comply with the recommendations of the Attorney Gen eral's'
office; i respectfully reguestthatthe changes on the web page be reinstituted to reflect the suggestion,
that-'t'he'linkfto ?support public television? be returned to its former location, and that the spots air. it helps



Also, in answer to Janette?s question below, as is generally our practice, we use PBS materials for projects like
planned giving. You have access to the PBS Bequest Portfolio on Some of the speci?c assets such as

the spots are on Source.
Daphne


5:09 PM
tonvricme' Sinith 

Cc: Felix-?nderson-s.
Subject: Re: Planned Giving vent Spots

 
 
 

EXHIBIT

:l-Z


3

Hi Mickie,

 

The Planned Giving Seminar spots have not been approved for air.

The OETA Foundation branding (logo) and the wording of a legacy with the OETA Foundation."
1

both need to be changed so it is in support of the OETA.
Information on the planned giving seminar will need to be provided as well.

Thanks, Janette

From: Janette Thornbrue

Sent: Friday, May 13, 2018 11:29:04 AM
To: Mickie Smith

Subject: RE: Pianned Giving Event Spots

Hi Mickie,

The paperwork is fine. I think you're the only one that actually looks at the drop down menus.

I will try to catch Polly today for approval since you have new branding. I?ll try to let you know as soon as I can.
Thanks, Janette

Janette Thornbrue

Vice President of Operations

OETA F403 N. Keiiey Ave Oklahoma City, OK 73111
Main (405)848-8501 Direct (405)841?9264

Website Facebook 1 Twitter I Instaeram

 

From: Mickie Smith
Sent: Friday, May 18, 2018 10:24 AM
To: Janette Thornbrue 

Subject: Planned Giving Event Spots

Hi Janette,
i am sure by now you found the drive and paperwork in your chair. I am out of the office today due to Foundation for

Excellence, however, i can take calls or texts if you have questions or need additional information. Please let me know
what i need to do differently with the paperwork, if there are errors.

Thanks,

Mickie

Mickie Smith Director Fundraising Content Promotions IOETA Foundation
7403 N. Keliey Ave. Oklahoma City, OK 73111 
405?249-0807 cell 405-848?8501 main 1 405-879-4352 fax

Website Facebook?l Twitter lnstagram


. 9} PBS UALUED.


 

 

 

UL

 

OFFICE OF ATTORNEY GENERAL
STATE OF OKLAHOMA

May 18,2018
Mr. Jerry Zimmerman, Esq. Via Certi?ed Mail and
Mr. Frederick J. Hegenbart, Esq. Email: jerryz@rfrlaw.com
Rosenstein, Fist Ringold Email: fredh@rfrlaw.com
Attorneys at Law
Park Centre

525 South Maine, Suite 700
Tulsa, Oklahoma 74103-4508

Re: Oklahoma Educational Television Authority Foundation, Inc.

Dear Counsel:

The Consumer Protection Unit of the Oklahoma Attorney General?s Of?ce
recently completed its review of the supplemental documents that your client, the Oklahoma
Educational Television Authority Foundation, Inc. (?the Foundation?), provided to CPU on April
17, 2018, as a result of investigation into the Foundation?s operations. After reviewing
those documents along with the Foundation?s initial production of records and meeting with you
and select representatives of the Foundation, CPU determined that it does not have any further
questions for the Foundation at this time. Accordingly please accept this correspondence as
con?rmation that current investigation into the Foundation is now closed.

CPU appreciates your cooperation during the course of this investigation. Should you
have any questions or concerns regarding the foregoing, please feel free to contact us.

Sincerely,

no ?ow

Melisa McPherson
Assistant Attorney General
Deputy Chief, Consumer Protection Unit



cc: Jeri Holmes, Esq. (Via Certi?ed Mail and Email: 
Thomas Schneider, Esq. (Via Email: Thomas.Schneider@oag.ok.gov)

3135 NE. 215T STRLET . Cm: OK ?3105 {405) 521-3921 0 Fax: [405} 521?6246


recycled paper

 
 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103
(918) 585?5876 

DETA 

FOUNDATION

   

July 15. 2013

Polly and Toni,

Attached, please find a copy of request to BETA Foundation for transfer in
Authority Community?Service Grant (ACSG) funds-to OETA. Wears happy to ful?ll this request.

The Corporation for Public Broadcasting requires discrete accounting of all'CSG expenditures as
a condition of the grant. Discrete accounting requires a unique code?that identifies CSG funds

-- both revenues and expenses, restricted and unrestricted that both the gamer and the.
auditor can discretely track those funds within the accounting system.

As the alternate payee and the organization tasked with the ?nancial accoUntin'g of all CSG
funds. Foundation is required to keep all CSG accounting information on file. We track
these expenditures and these expenditures are-reviewed annually during our local
financial audit.

Please keep a detailed accounting of the expenditure of the referenced $250900 transfer and
submit that to Michael Vaughn. VP Finance. OETA Foundation on or before October 1, 2018 to
coincide with the September 30. 2018 CPS grant expenditureideadiine.

As alWays. it is our pleasure at DETA Foundation to assist: OETA in its ?nancial, accounting. and
C56 grant reporting needs. Please let us know if we can be of further assistance.

Sincerely.

Daph Dowdy
President 81:350- EXHIBIT

DETA Foundation 3% 2 

 

 

Roaster Li ALLEN CENTER . CiequV
7403 North Kelley Ave - no. ads 14199 - okiuhomo City. OK NH 190' 405.348.65m - 1.890.579.6332

 

 

(918) 585-5876

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103



 

Da Bhne Dowdy I
From: Daphne Dowdy

Sent: Tu esday, October 2, 2018 12:10 PM

To: Polly Anderson; Toni Matthews

Cc: Michael Vaughn

Subject: (:56 funds accounting report

Attachments: (256 Funds req 2018.pdf

Polly and Toni,

Attached please find OETA's July 10 and July 24 requests for transfer of Authority CSG funds which we re transferred to
OETA by the Foundation. Attached, please also find ourJuly request for OETA to keep a detailed accounting record of
the expenditure of these funds for our files.

As the alternate payee and the organization tasked with financial accounting of all CSG funds, the Foundation is required
to keep all (256 accounting information on file.

We asked that the accounting report be submitted to Michael Vaughn on October 1, 2018 to coincide with the
September 30, 2018 CPB CSG expenditure deadline. Please submit the report this week at your earliest convenience.

Thank yo u,

President CEO
OETA Foundation
405.841.9201 direct

Please note my new email address and update your address book so we stay in touch.

 

EXHIBIT

1 ?201

 

 

Litgistix, LLC
5 E. 5th 31., Tulsa OK, 74103

.. [913) 585-5876



 

 

Da Bhne Dowdz -
I
From: Daphne Dowdy ..
Sent: Monday, October 8. 2013 4:20 PM
To: Poily Anderson; Toni Matthews
Cc: Michael Vaughn
Subject: RE: CSG funds accounting report

Circling back around on this accounting report.

Thanky0u,
Daphne

From: Daphne Dowdy
Sent: Tuesday, October 2, 2018 12:10 PM

To: 'Polly Anderson' m; Toni Matthews 
Cc: Michael Vaughn 

Subject: CSG funds accounting report

Polly and Toni,

Attached please ?nd July 10 and July 24 requests for transfer of Authority CSG funds which were transferred to
OETA by the Foundation. Attached, please also find ouriuly request for OETA to keep a detailed accounting record of

the expenditure of these funds for our files.

As the alternate payee and the organization tasked with ?nancial accounting of all CSG funds, the Foundation is required
to keep all CSG accounting information on file.

We asked that the accounting report be submitted to Michael Vaughn on October 1, 2018 to coincide with the
September 30, 2018 CPB CSG expenditure deadline. Please submit the report this week at your earliest convenience.

Thank you.

 

i 
President 8: CEO
OETA Foundation
405.841.9201 direct

Please note my new email address and update your address book so we stay in touch.

EXHIBIT
3 Cf)

 
 

Litgistix, LLC
E. 5th St., Tulsa OK, 74103
(918) 585-5876 

Daphne Dowdy

 

From: Daphne Dowdy

Sent: Tuesday, October 16, 2018 4:11 PM

To: Polly Anderson

Cc: Michael Vaughn; Toni Matthews; 'garrett.trey.king_; Schnirring, Greg;

Smithers, West; Krichels, Ted; Reid'; 'mia?


Subject: CSG management
Attachments: OETA Alternate Payee Agreement (Executed).pdf
Hello Polly,

1 am following up on the Foundation?s July and October requests for CSG accounting detail on prior [:56 transfers and on
most recent request for CSG transfer. [see attached History)

As the alternate payee, the Foundation agreed to "administer program accordance with the terms of the
agreements governing the fu nds.? {see attached Alternate Payee Agreement)

We interpret "administer" to mean process purchase orders, pay vendors as directed by OETA, and report be ck
to CPS and OETA - just as we have done for decades. When OETA began requesting bulk transfers of C56, rather than
our traditional management, we transferred those funds and requested expenditure reports to allow us to document
that funds entrusted to our care were spent "in accordance with the terms of the agreements governing the funds.? This
request is intended to help the Foundation honor our commitment.

To date, we have received no report nor a response to our requests. However, we wish to honor latest request
for transfer and be sure OETA has access to its grant funds.

To that end, the Foundation would like to suggest that if OETA wishes to continue bulk transfer requests rather than
Foundation administration of funds and also does not wish to share its expenditure reports on previously transferred
CSG funds, it might be better for all involved if we ended the current alternate payee arrangement and OETA Foundation
simply transferred remaining FY18 (:56 funds to OETA, relieving the Foundation of the responsibility of administration
and reporting on remaining funds and allowing BETA to manage its own grant funds. I have consulted with CPB
management and this route is agreeable to them.

Please let me know how you wish to proceed.
OETA Foundation and our many thousands of donors remain OETA's biggest fans and supporters.
Respectfully,

President 8: CEO
OETA Foundation

From: Daphne Dowdy
Sent: Monday, October 8, 2018 4:20 PM

To: 'Polly Anderson' 'Toni Matthews' 

   

 




(918)585?5876

litgistix. com

 

Daphne Dowdy

From: Polly Anderson
Sent: Wednesday, October 17, 2018 9:57 AM
To: Daphne Dowdy
Cc: Michael Vaughn; Toni Matthews; Reid';
'mia_rdavid.giilett_ 'jgardner1_
Subject: - RE: (256 management
Daphne,

I have been keeping CPB informed of the unfortunate situation between OETA and the Foundation since my arrival here
last December. They continue to be supportive of the Authority as the FCC licensee and PBS member station. It was
entirely inappropriate of you to involve them in this dispute.

As you know the Authority is the entity responsible for re porting and certifying back to CPB regarding all (:56 funds. The
Foundation does not report to the CPB. if you are providing reports to the CPB, the Authority needs to be aware of what
those reports are. The Audited Financial Reports (AFR) are prepared and filed by the Authority and account for en]! (:36
expenditures. It is the Foundation?s responsibility to provide detail of all CSG expenditures made by the Foundation to
the Authority, not vice versa. To say that you ?report back to CPS and just as we have done for decades.? Is
completely inaccurate. It is accurate that the Foundation reports back to the Authority On all CSG expenditures made by
the Foundation, and then we compile the complete AFR for all (356 expenditures and file that with the CPB.

Please transfer the $250,000 requested on October 4, 2018 and we will follow up with you on the balances directly.

Thank you,
- Polly

Pad?g Anderson

Executive Director



Cell: 407-230-3608
7403 North Kelley Avenue
Oklahoma City, OK 73111

Website Facebook Twitter Instagram

AT i 
AMERICA PBS

pnemrenes 'l was OCT 23 area;

EXHIBIT

 



 

Litgistix, LLC
5 5th St., Tulsa OK, 74103

{918) 585?5876



 

 ETA'y?ei -  

FOUNDATION 

November 15, 2018

 

Dear Garrett,

We are in receipt of your memo of October 30, 2018 (Attachment 1] alleging that OETA Foundation is ?imposing
restrictions on funds contributed without donor restrictions" and "jeopardizing ability to carry out its state?
mandated mission.?

We are puzzled by your assertion and offer some facts in response.

First, the funds in question are endowment funds which are distributed according to policies directed by the
Foundation Board of Trustees.

Second, with the approval of the Corporation for Public Broadcasting, OETA Foundation offered to you and Polly
Anderson on October 16, 2018 [Attachment 2) to immediately transfer the remaining FY18 Community Service Grant
(CSG) of $1,281,121.23 directly to DETA. To date, OETA has not accepted those funds (Attachment To make it
abundantly clear that the Foundation wishes to be certain that OETA has access to funds, and because OETA has
made it clear that it is comfortable administering its own grant funds, we are tendering a check for the entirety of the
grant funds that the Foundation currently manages for OETA. This includes all remaining Corporation for Public
Broadcasting grant funds, all remaining Education Innovation grant funds and all remaining Native America event
grant funds. We've deducted the amount we have spent toward CC-ELM grant project and not yet been
reimbursed. The Foundation is reimbursing all budgeted management fees including fees for management services
already provided. A copy of this check, totaling $1,233,180.55, an accounting, and CPS note are attached.
(Attachment 4] If you do not wish to accept this check from us, we wili be glad to return the funds to the grantors.

Third, the Foundation is made up of accomplished fundraising professionals with a combined 225 years of
experience. Each year, including this one, the Foundation team works very hard to raise the funds necessary to pay
PBS and other program service providers approximately $2,000,000, allowing us to provide to OETA its complete
schedule of national and international programming. This constitutes the funding obligation of the Foundation?s
Operating Agreement with OETA. However, the Foundation's success at increasing its private fundraising income has
enabled us to grow the previously low endowment grant to healthy levels so we may offer additional assistance to
OETA.

Fourth, we have made available additional funding for any of BETA needs and only asked that provide a vision
and plan so that we can continue to perform our responsibilities to donors and facilitate fundraising. To date, all
requests for OETA to share its vision and the most basic information regarding how OETA intends to utilize these
private funds have been flatly refused by OETA.

Let us explain, again, why the information we have requested is important. OETA Foundation has worked far more
than 30 years to earn the trust and confidence of our donors. it is our responsibility to properly steward their funds
and to report back on how their contributions are being used. This is a fundamental ?duciary responsibility and is
typical of all non-profits. When raising future funds, we share information about plans and needs to help

EXHIBIT

     

 
   

 
         

oeto.iv
405.848.8501 - 1.800.879.6382

ROBERT L. ALLEN TELECOMMUNICATIONS CENTER
7403 North Kelley Ave - PO. Box 14190 - Okiohomo City. OK 73113-4190

'r

:5 3

  
 

noblest

 

prospective donors understand the vision and projects they are being asked to ?nancially support. We are Open with
donors and prospects about how we utilize and invest all funds and how their contributions help us support OETA.
We are open about current challenges and future opportunities. We have spent decades building relationships with
our donors. Transparency and trust are the bedrock of our success.

Beyond stewardship and fundraising, the FOUndation is gravely concerned about financial future. We are
attaching a memo (Attachment 5) from the Foundation Vice President of Finance, Michael Vaughn, illustrating why,
from a budgetary perspective, the Foundation is acutely interested in DETA's vision and financial plan. future
is our top priority, and put simply, we see a financial trend that puts future at stake.

Please understand, OETA Foundation is committed to helping OETA achieve its mission of service to Oklahoma, not
just this year, but for the benefit of future generations of Oklahomans.

mission is to provide educational program content, educational training and Curriculum, outreach initiatives
and online features to encourage lifelong learning.

To help OETA achieve this mission, OETA Foundation provides to OETA not only its complete schedule of national and
international programming across four channels, but also the complete PBS member services package which enables
full online backend and includes program information, program streaming, free lesson plans for teachers,
educational resources for parents, learning tools for children and much more. Finally, OETA Foundation, to the best
of its ability, works to raise additional funds to assist with ancillary and future needs. In recent years, this additional
support has grown significantly. Meanwhile, it appears many of management decisions are adversely
affecting its own bottom line as well as our ability to raise funds in support of OETA.

We solicit your commitment in working together in support of OETA. Please help us help OETA. We suggest creating a
Joint Operating Committee as per our agreement, so we may work together for the good of public media. This will
benefit both missions and help us provide outstanding service to the citizens of Oklahoma.

Sincerely,

a

.7

Ti
(?by


 

f,
Reid P. David Gillett Mia Mascarin Oven
\Ujulr .1 .Cl. t, 2 111%
Linda Gardner Daphne Dowdy

Cc: OETA Board of Directors

 




Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



 
    
 
 

 

November 29. 2017

George Taylor

Vice President Finance

OETA

7403 Kelley Ave

Oklahoma City, Oklahoma 73111

Dear George,

In recognition of and appreciation for the continued hard work and dedication of all
OETA staff over the last year, the OETA Foundation Board of Trustees has provided
funding in the amount of $160,000 for OETA with the intent that it be awarded as a
$4000 stipend for each of 40 employees. OETA Foundation will supply this
funding according to your direction at the time that is convenient and appropriate for
OETA. 

It is our hope that these well?deserved funds will help give everyone a little boost as we
begin 2018.

All of us at OETA Foundation and the OETA Foundation Board of Trustees deeply value
our team here at OETA and are proud of our collective, meaningful work for the benefit
of Oklahoma.

Onward and upward!

Daphne Dowdy

President CEO
OETA Foundation

  

EXHIBIT

 

ROBERT L. ALLEN TELECOMMUNICATIONS CENTER

?403 North Kelley Ave PD. BOX I4I90 Oklahoma City, OK 73I 13-4190 405.848.8501 . 

 
 

(913) 585-5876

Litgistix, LLC
5 E- 5th St, Tulsa OK, 74103



   

Daphne Dowdy

From: Daphne Dowdy

Sent: Thursday, January 18, 2018 11:39 AM
To: Polly Anderson

Cc: George Taylor; Michael Vaughn
Subject: gift

Polly,

George tells us that he and yourteam have done deep research and concluded that the Foundation can distribute
stipends as gifts directly to state employees. Great news. Much easier for all involved.

As you know, the Attorney General?s office had previously told your board we could no longer make such distributions
directly. I trust this process has been cleared through the Attorney General?s office or otherwise confirmed. Our board
would like, from you, a letter to that effect for our files.

Many thanks. We look forward to making this happen for the staff.

3170?

Daphne Dowdy

President CEO

OETA Foundation

3: Producers Club Member
Direct 405.841.9201

Main 405.848.8501
Website Facebook Twitter 1 lnstagram

?i ..

 

 

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103

.- (918) 585-5876



 

Daphne Dowdy

From:
Sent:
To:
Subject:

Dapl'me,

 

   

Richard Phillips 

Daphne Dowdy

FW: OETA (266} questions

20.13 9:02 AM

Please review Llie nan?alive- by the Deputy Council below.

Richard

rom: Lisa Raihl 

Sent: Wednesday, October 03, 2018 4:28 PM

To: Richard Phillips 

Subject: FW: OETA (266) questions

Hi Richard,

Please see below for analysis of Foundation contributions to the OETA for employee bonuses.

Thank you,

Lisa M. Raihl, CPA
State Payroll Manager

Office of Management Enterprise Services
Central Accounting Reporting

5005 N. Lincoln Blvd, Suite 100

Oklahoma City, OK 73105-3324

405521-3253


omesokgov

@455

other ?Miami-?M
I. tin-1 "In ?In 9

Sign up to receive email or wireless updates from OMES.

From: Jacob Smith

Sent: Wednesday, October 03, 2018 3:50 PM

To: Lisa Raihl

Subject: Fw: OETA (266) questions

Hi Lisa,

 

 

Please see Tracy's response below. The short answer is that as long as they are performance increases they should be

good.

Jake M. Smith, MPA, SHRM-SCP, 
Director of Talent Management

Of?ce of Management and Enterprise Services
405-521-6327 

405-213-4276 IC

omes.ok.gov
acebook

Twitter

OMES

manual
?In-rt "no m. yarn

Sign up to receive emai! or wireless updates from OMES.

 

From: Tracy Hird

Sent: Tuesday, October 2, 2018 12:42 PM
To: Jacob Smith

Subject: RE: OETA {266) questions

Hi Jake,

Please see below for my analysis:

70 0.5. 23-105 created the Oklahoma Educational Television Authority (DETA) as a body
corporate and politic. Pursuant to 70 0.8. 23-105, the Authority is constituted an
instrumentality of the state. 74 0.5. 840-13 defines agency as any office, department,
board, commission, or institution of the executive branch. OETA could be considered an
institution of the executive branch. Assuming OETA comes under the Merit Rules, OETA
could use the donations to pay bonuses pursuant to OAC 260:25-7-27, Performance-based

adjustments.

Pursuant to T0 0.5. the Authority is authorized to employ any employees and
agents as may be necessary in its judgement and to fix such employees? compensation. 70
0.5. 23-106i16) authorizes the Authority to receive and accept aid or contributions from
any source of either money, property, labor or other things of value. 70 0.5. 23-114 states
that all monies received by OETA shall be deemed trust funds, to be held and applied solely
as provided in the statutes.

Because {2 23-106 authorizes the Authority to fix its employees? compensation and to receive
contributions from any source, I am of the opinion that the Authority can accept the
donation from the OETA Foundation and use it for employee performance increases.

The OETA Foundation appears to be a 501c3. The IRS places some restrictions on 501123
entities in regards to paying bonuses to employees. The Foundation would need to ensure
the donation earmarked for employee bonuses would not cause the Foundation to lose its
501:3 status.

Let me know if you have questions.

Thanks,

'111'acy A. Hird

Deputy General Counsel

OMES, Human Capital Management Division
ill Rogers Building

24-01 N. Lincoln Blvd, Suite 106

Oklahoma City, Oklahoma 73105

Phone 405-522-3428





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The contents of this electronic message, including attachments, are transmitted by the information Services
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Litgistix, LLC
5 E. 5th Tulsa OK, 74103

(918) 585-5876

Wlitgistixcom

  

- 1'

Fo DAT I 0 1 

MEMORANDUM

TO: Oklahoma Educational Television Authority Board
FROM: OETA Foundation Board of Trustees

DATE: Monday, July 31, 2018

As your board continues to discuss concerns about the current relationship between the Authority and
the Foundation, our Board of Trustees wanted to convey our dedication and commitment to
establishing a stronger working relationship with you to ensure our future success.

We recognize and confirm that we are in this current situation due to a combination of structural issues;
long-term unresolved con?ict; poor decisions; and in some cases, inappropriate behavior. But we also
believe these issues cannot be fixed with paper agreements alone, but instead require a shared
commitment to a path forward that allows both of our governing boards the ability to create clear
expectations for our staff and accountability to those expectations. We have clear evidence from past
projects and results that our organizations can produce great work together when we are in unison
toward a common goal.

We also recognize that we are a supporting foundation to OETA. Our focus is growth and
success. We want to solve this problem we do not desire conflict with OETA. We would like to take
immediate actions to improve the working environment and create a productive dialogue between
leadership of both organizations.

To that end, we are committed to the following:

- Our Board of Trustees has approved total of $3,671,380 for use this year by the Authority. This
includes $1.1 million over what is needed for programming.

. Following Attorney General?s office recommendations, shared board participation was ended
last year. We would like to add two ex?of?cio non-voting members of the Authority Board to
the Board of Trustees to increase dialogue while maintaining the separation requested.

a Our Board of Trustees is committing to regular representation at open public Authority Board
meetings.

a We would like to see the initiation ofa regularjoint operating meeting at a minimum,
could be more frequent during initial work) to include both executive directors and two
members of each board to assure quick resolution of conflict and ongoing shared decision-
making activities.

0 We recognize that our staff needs a "reset? in developing a working relationship with Authority
staff. We are bringing in organizational consultants to work directly with our team on con?ict
resolution, appropriate engagement, and leadership skills to eliminate the adversarial nature of
the current relationships. We are happy to provide access to these same consulting services for
members of the Authority team, or additional funding as needed for similar types of services.

 
 
   
  

 
  
 

EXHIBIT

37

ROBERT L. ALLEN TELECOMMUNICATIONS CENTER
7403 North Kelley Ave - Box MWD - Oklahoma City. OK 731 134190

 

405.848.850I - 1.800.879.6382



0 

 

MEMORANDUM - page 2

Please see these steps as just a beginning of the work we would like to do together with 1you to address
the current situation. The confidence and commitment of our donor audience is of utmost concern to
the Board of Trustees. We have many opportunities to grow the reach and value of OETA for the citizens
of Oklahoma. We are anxious to address these issues and get back to that work.

 

ROBERT L. ALLEN TELECOMMUNICATIONS CENTER 
7403 North Kelley Ave - PD. Box 14190 Oklahoma City, OK 73113?4190 405.348.8501 1.800.879.6382

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103
(918) 585-5876



Daphne Dowdx

From: Daphne Dowdy

Sent: Tuesday, August 21, 2018 11:31 AM
To: Daphne Dowdy

Subject: FW: Request for Funds

 

From: Toni Matthews

Sent: Tuesday, August 21, 2018 11:31:13 AM Centrai Time (US Canada)
To: Daphne Dowdy; Michael Vaughn

Subject: Request for Funds

Daphne,

I submitted a request for $287,707 on August as part as the OETA Foundation subsidy that was approved by your
boa rd.

I however did not change the Subject matter from a previous request that said from (:56 funds. This should be
Foundation funds, which it states in the body of the request, and I was wondering if there was a timeline on when this
might be received since we are needing it for continuing operational expenses.

Thanks,

Toni Matthews

OETA

interim Vice President of Finance
405-841?9247



    

 

 
 

0? Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103
Mia 585-5876 

Daphne Dowdy

From: Daphne Dowdy

Sent: Monday, August 27, 2013 9:17 AM
To: TM atthews

Cc: Michael Vaughn; Polly Anderson
Subject: FW: Request for Funds

Hi To ni,

Yes. I set this aside to determine the proper approach to this unusual requested transfer of funds.

The Foundation has approved a large sum in support of OETA for FY19 and we are eager to put these funds to use for
DETA. I am, however, uncomfortable changing our longstanding funding procedure, particularly without a plan in place.
Can we address this? 

Will you please share an outline of the budgeted expenses for the quarter, similarto what you used to do for
Stateline/Gallerv, and let us know what gives rise to the operational shortfall you?d like the Foundation to cover?

The board would like to see a vision, plan, speci?c requested expenses. This helps us raise funds and respond to donor
inquiries.

Daphne

 

From: Daphne Dowdy
Sent: Tuesday, August 21, 2018 11:31 AM

To: Daphne Dowdy 

Subject: FW: Request for Funds

 

From: Toni Matthews

Sent: Tuesday, August 21, 2018 11:31:13 AM Central Time (US Canada)
To: Daphne Dowdy; Michael Vaughn

Subject: Request for Funds

Daphne,

I submitted a request for 5287,70? on August as part as the OETA Foundation subsidy that was approved by your
board.

I however did not change the Subject matter from a previous request that said from ?56 funds. This should be
Foundation funds, which it states in the body of the request, and i was wondering if there was a timeline on when this
might be received since we are needing it for continuing operational expenses.

Thanks,

Toni Matthews
EXHIBIT

Interim Vice President of Finance
405-841-9247
37

 

 

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 585-5876



 

Daphne Dowdy

From: Polly Anderson
Sent: Monday, September 17, 2018 3:54 PM
To: Daphne Dowdy; Toni Matthews
Cc: Michael Vaughn; Reid': this?? 'Dave Gillett
'jgard ner?: Mr. Garrett King
Subiect: RE: Request for Funds
Daphne,

Regarding your recent email, thank you for setting aside the funds we requested. We will not be providing the detail
you requested as it actually is not, as you said, an ?unusual requested transfer of funds." it is not, again in your words, a
?longstanding funding procedure.? It actually is exactly how the funds transfers have been made for the decades prior to
your tenure here. And the procedure we are using is standard among many state networks that have supporting
organizations such as the OETA Foundation.

Additionally, there is absolutely nothing in our current Memorandum of Understanding that speci?es anything about the
Authority providing budget detail. We are not required to provide any additional information other than the dollar
amount requested.

in other public broadcasting stations, there are generally three sources of funds: federal Community Service Grants
(C56) from CPB, state funds and the funds the station raises from donors. Here at OETA, we do not receive the donor
money directly; that flows through the OETA Foundation. if we actually received the funds raised on our programming,
we would not have a shortfall. There is not a station in the PBS system that could survive on (:56 and state money
alone.

In the words of your Board Chair, Reid, the Foundation has a, "genuine commitment to work with OETA to both
improve the business environment for our staffs and to successfully continue our essential educational service to
Oklahoma." And in your words, ?l?m hoping to get to a place of trust." and ?We look forward to working in harmony
with 

Please transfer the first 25% of the amount that was budgeted and approved by your board in their July meeting and
requested by the Authority on August 6, 2018. Additionally, according to our most recent consolidated audit, on page
22, the auditors state, "The Foundation distributes approxrmateiy 5% of its board-designated Legacy for Excellence fund
and Facilities fund each year, based on the average fair value of the prior twelve quarters through the end of the ?scal
year preceding the year in which the distribution is planned, as provided for in its related spending policy.? The Legacy
for Excellence fund totaled $1,739,850 on June 30, 2017 and the Facilities fund totaled $12,258,043 on June 30,

2017. Please let me know the amount and dates of those distributions over the past three years.

We both know there are many lawyers involved at this point. i would think you would want things to go smoothly in
order to at least have the appearance of ?getting to a place of trust.?

Thank you,
Polly



From: Daphne Dowdy 

Sent: Monday, August 27, 2018 9:17 AM
To: Toni Matthews

 

  

u- (918) 585-5876

Litgistix, LLC
5 E. 5th SL, Tulsa OK, 74103



Daphne Dowdy

From: Daphne Dowdy .

Sent: Tuesday, September 18, 2018 3:05 PM

To: Polly Anderson

Cc: Michael Vaughn; Reid'; 'mia_; Dave Gillett
(mugardner1_

Subject: Funding for OETA

Attachments: payments to 6-22-2010 minutes 

Polly,

Attached, please ?nd information regarding fund transfers from the Foundation to OETA over the past ten years. You
will see that each was preceded by a plan/shared detail. All of the non-C56 payments were for specified uses with the
exception of the July 22, 2010 subsidy which was speci?cally approved by the Foundation board after then GM, John
McCarroli, presented a plan to deal with a sudden cut in state funds. (see attached minutes excerpt)

Foundation funding for OETA is determined through a series of budget meetings between the organizations. in most
cases, invoices are paid directly to vendors by the Foundation. In the case of fund transfer, the purpose of the transfer is
discussed between the organizations prior to funding and detail is provided. I understand that you've worked at other
stations in the system, as have i. This is how we operate at the Foundation.

You correctly note that our Operating Agreement does not require OETA to provide detail of funding needs. The
Agreement calls for OETA to pay for OETA staff salaries, on-air operations and other ope rating expenses, OETA facilities
and equipment, and local productions such as news or coverage of the legislature. The Agreement calls for the
Foundation to provide OETA with designated public programming schedule) and to manage and pay for our own
work and expenses, yet we work very hard to be able to offer support above and beyond this level. Our board simply
asks that OETA share its vision and those specific needs.

Again, i want to make it clear that the Feundation has made the to available to OETA for access. We only request the
data that i mentioned below, for the reasons that specified below. This is not a matter of getting to a place of trust. We

programming and are eager to do that. instead, this is a matter of the most minimal level of accountability, something
that tax exempt foundations and public entities should choose to embrace. This information helps us raise funds,
properly steward funds, and report back to our donors on how their contributions are being used and their impact. It
helps assure accountability- for both GET A and the Foundation. From the Found ation?s perspective, it reflects due
diligence and an appropriate expenditure of funds for its donors. From perspective, it shows the citizens of
Oklahoma that OETA is also is doing its due diligence and is budgeting the expenditure of its funds.

Finally, you also asked about distributions from the Legacy for Excellence and Facilities funds. Those are internal
distributions, not external distributions. Facilities distributes into the Endowment Grant which is largely used to pay for
facility needs. Legacy for Excellence distributes into the Operating Fund which ultimately pays for programming.
We file joint audits which are posted online so you can look up the detail on these distributions any time. That website is
bo utr?reoo rts/

 

. i 
President CEO
OETA Foundation

 

I 



?m 5 E. 5th St, Tulsa OK, 74103
(918) 535-5876 ww.litgistix.com

Litgistix, LLC

l?m Toni Matthews, Interim Vice President of Finance of the OETA Authority and just wanted to
introduce myself.

In August 2016 I retired from OETA after 28 years and continued to work temporary until a new VP of
Finance could be hired and trained. I worked until Noyember 2016.

In June 2018 the current VP of Fina nc'e resigned and was asked ifi would be willing to help out part-
time until someone new could be hired. agreed because of the love I have for the work that this great
asset to the State of Okiaho ma provides.

Since 2009 OETA has received over $2,000,000 in state appropriation reduction which caused a loss of
over 20 positions.

With the generosity of Robert Allen which was not only the FoundatiOn President but was also the OETA
Au thority?s Executive Director for many years, the Authority maintained a level of service that the
viewers of Oklahoma contin ued to enjoy. One such thing was the Gallery and Stateline (currently Back in
Time) programs that were originally created by numerous grants from the Kirkpatrick and McCasIand
Foundations. Once these funds no longer were available, Mr. Allen decided that these pragrams needed
to continue and agreed to support them 50/50 with the state.

Over the years OETA would create a budget based on current needs, there was no fluff, trying to
continue the services that were important and pay basic utilities, tower rentals, etc. The Foundation was
always willing to fill the "gap" that state appropriations did not fill and never tried to determine what
was best for the Authority. The Authority would make a request to the Foundation so mneeded funds
would be transferred. This soon all 

in FY16 the Authority created a budget but was soon met with resistance by Daphne Dowdy. Ms. Dowdy
wanted to know exactly what the funds Would be used for. When told that it would be for operating
expenses such as personnel, utilities, rentals, etc. she came back and determined they would only pay
for certain projects and programs she felt were important and this continued in the FY17 and FY18
budgets.

The FY19 budget has included a "subsidy? from the Foundation in the amount of $1,238,234? (tower and
additional support]. This is not an excessive request and the Foundation board approved this in July
2018 but as of yet OETA has been unable to receive any of these funds due to the fact the M5. Dowdy
once again wants control of the Authority budget.


(Noah? 3

 

 

  

m; (918) 585-5876

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103



Daphne Dowdy

From: David Gillett

Sent: Tuesday, September 25, 2018 4:13 PM

To: Polly Anderson

Cc: Mia MaSCarin Oven; Reid; Linda Gardner; Daphne Dowdy; Mr. Garrett King;
Superitendent Joy Hofmeister; Chancellor Dr. Glen D. Johnson; Mr. Clarke Stroud: Jerry
Zimmerman

Subject: OETA Funding Plan

Dear Polly

We are in receipt of your email! letter to Daphne.

After witnessing your apparent discontent in your correspondence over the last several months, we felt it necessary to
clarify our intent and, hopefully, put a stop to the negative and accusatory tones of this correspondence, with the goal of

moving towards a collaborative relationship. [on must realize that we are here to help you and OETA, not to hurt,

mislead or control. We desire a collaborative, industrious, and rewarding relationship that benefits Oklahomans.

Let me explain why we want the information we have requested on plans going forward. Basically we are
fulfilling our responsibilities to or donors by reporting to them on how funds are being used. This is a fundamental
?duciary responsibility and is typical of all non-pro?ts. Secondly, we need to build relationships with donors, large 8t
small. We use the information on your plans to help them to understand the vision that they financially support. This
includes engaging our public, marketing the efforts of the Authority?s relevant programming, and then offering the
Authority feedback from those constituents as to what works and what doesn't so that the Authority is informed for
future programming decisions. Without the information, we will be hamstrung in our efforts to raise funds in support of
OETA.

We appreciate that the MOU does not cover every specific responsibility. It requires us to cooperate and succeed
together based on our common goal of promoting public television in the Oklahoma community. To that end, in the
past, there has been a decent level of coo peration, especially when it came to developing the annual budget. There
were typically several meetings to address OETA's plans for the upcoming year - the ?nancial needs and desired
programming. This helped the Foundation in turn coordinate strategies for raising money 8i. promoting the efforts of
OETA. This was the case when George Taylor requested funds in 2017 - the Foundation knew and understood the
mission in advance. in the recent year, there were no such meetings and no shared vision and strategy forthcoming from
OETA. 

If you could please complete the funding request with the requested information, we can then get you the funds you
need.

Again, we are here to help OETA, Fund OETA, and Support OETA. Please allow us to do 50. Our hope is that we can focus
on providing great public television programming and making the citizens of Oklahoma PROUD of what OETA has to
offer. Daphne will provide a detailed response to your concerns separately.

With Respect

DG

 

 

 
 

(918) 585-5876

Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103

Wrwlitgistimcom

Daphne Dowdy

From: Daphne Dowdyr

Sent: Tuesday, October 2, 2018 4:38 PM

To: Polly Anderson

Cc: Toni Matthews; Michael Vaughn; Reid; Dave Gillettjgardnerh
mia_Daphne Dowdy; garretLtreyking?

Subject: OETA funding request

Attachments: image001.png; ATT00001.htm: image002.png; OETA funds req '10 01
18.pdf; ATT00003.htm

Dear Polly,

We have received request for transfer of funds totaling $575,414, attached. i am confident that all now fully
understand the Foundation?s requests, ahead of any transfer, for a budget, a plan, accountability, transparency and the
reasons for each. To date, we have received none of the requested information.

I?m also forwarding, beiow, the recent letter from our board which outlined our requested needs and reiterated the
Foundation's desire to help.

Please do us the favor of completing your funding request by meeting the Foundatio n?s needs for a budget, plan,
transparency and accountability.

I want to make clear to all that the Foundation has continued to meet and exceed the commitments of our Agreement
and we are proud of that achievement. i want to leave an impression that OETA is suffering from a lack of ?nancial
support from the Foundation.

EXHIBIT

.L

tabbies?

  

(918) 585-5876

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103



T0.- OETA Foundation, Inc. Board of Trustees

FROM: Garrett King, Chair, Board of Directors, Oklahoma Educational Television
Authority (GETA)

RE: Oklahoma Fiscal Year (F19 2019 Budget for OETA

DATE: 30-October-2018

On 31-July-2013 the GETAF Board of Trustees advised OETA via memorandum that
?$3,671,380? had been allocated for use in Oklahoma FY 2019. Based upon the language
contained within the 31-July-2018 memorandum that total was no doubt arrived at after review of
the documents compiled by DETA and CETAF staff during their budget planning meeting of 17-
OETA is appreciative to the OETAF Trustees for approving this allocation which
ensures that donor funds are being put to work to meet needs as OETA has
identi?ed them and as donors have directed. This was also a welcome signal to federal
and state Legislators and executive branch of?cials whern OETA has been keeping advised of the

ongoing tensions between OETA and OETAF.

However, as re?ected in e-mails dated 27-August?2018 and 17-September?2018, OETAF
management is refusing to transfer to OETA the funds as allocated by the OETAF Trustees per
the 31-July-2013 memorandum and as requested repeatedly by OETA management, most recently
on l-October-ZOIS. And in an e-mail from OETAF Trustees to OETA management dated 25-
September-ZOIS it would now appear that OBTAF does not intend to transfer the approved funding

to OETA.

The OBTAF Board of Trustees is now imposing restrictions on funds contributed without donor-

imposed restrictions fer the bene?t of OETA. To knowledge most, if not all, of the

Page 1 of 2 EXHIBIT

24.5

 

funding OETA has requested would be noted under the Financial Accounting Standards Board

(FASB) classi?cation of ?Assets without Donor Restrictions.?

OETAF is withholding funding and jeopardizing ability to carry out its state-mandated
mission. It is impossible to for OETA to do anything here but conclude that GETAF will indeed
permit OETA to ?suffer from a lack of ?nancial support from the Foundation," to borrow the

expression used by current chief executive officer in her e?mail of2?October-2018.

The OETA Board of Directors reiterates to the OETAF Board of Trustees the request
of OETA management to OETAF management as conveyed on 1-October-20 18 and asks OETAF

to ful?ll the commitment it has made.

I am available to discuss any time at 405-929-0281. Thank you for your thoughtful consideration.

?at/9

Page 2 of 2

 

  

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103
(918) 585-5 876 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GET A FOUNDATION, INC. OPERATING ACCOUNT 6 5'9 5 4 
VENDOR ID - NAME PAYMENT NUMBER GHECK DATE
Public .Broadcasting Service 191075 11/16/2018 
oun VOUCHER YOUR VOUCHER NUMBER DATE Mm AMOUNT mo mscoum NET
[91075 191308504964! 10/22/2018 $1,540,671.00 $1.540, 671.00 $0.00 51,540, 671.00
L91075 19001-304908 10/22/2018 $269,164.17 $269,164.17 $0.00 $269,104.17
$1,809,835.17 $0.00 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Litgistix, LLC
5 E. 5th St., Tulsa OK, 74103
(918] 585-5876 

 

From: Daphne Dowdy

Sent: Wednesday, May 30, 2018 12:35 PM

To: Daphne Dowdy

Subject: FW: Norman Purchase Order; repack charges

From: Daphne Dowdy
Sent: Friday, May 25, 2018 3:28 PM
To: Polly Anderson

Cc: Michael Vaughn Richard Ladd George Taylor 
Subject: RE: Norman Purchase Order; repack charges
Ah. Happy to change the funding for this PO to C56 but we will still need the documentation for our files.

Are you planning to pay all future repack POs using CSG rather than Foundation Endowment orjust this one?

Daphne

From: Polly Anderson

Sent: Thursday, May 24, 2018 5:51 PM
TO: Daphne Dowdy a
Cc: Michael Vaughn Richard Lad George Taylor 

Subject: RE: Norman Purchase Order; repack charges

Well the PD. says it is being paid out of C56 funds, and I am approving that. So please just pay it out of C56 and we?ll
get the reimbursement from PBS.

Thanks.?
Fro-m: Daphne Dowdy
Sent: Thursday, May 24, 2018 5:41 PM EXHIBIT

To: Polly Anderson .0
A4 ?7

 

Cc: Michael Vaughn 4! Richard Ladd 

Subject: RE: Norman Purchase Order; repack charges
Polly,

This is not being paid out of ACSG, the Foundation is paying for it out of the endowment grant. OETA asked us to front
the money and we agreed. You?ll see that noted on the attachments to and within the email below.

l?m not expressing concern about the Foundation being repaid. I'm ensuring for our files that the Foundation, in paying
for this on behalf of OETA, is not breaking or a party to breaking codes, IRS regulations and state laws.

Daphne

From: Polly Anderson

Sent: Thursday, May 24, 2018 4:21 PM

To: Daphne Dowdy 

Cc: Michael Vaughn Richard Ladd 

Subject: RE: Norman Purchase Order; repack charges
Hey Daphne,
Since this is being paid out of (256 money and the turnaround time from PBS is very short, just pay it.

Thanks
I Polly

From: Daphne Dowdy
Sent: Wednesday, May 23, 2018 3:41 PM
To: Polly Anderson 

Cc: Michael Vaughn Richard Laddm

Subject: Norman Purchase Order; repack charges
Dea Polly,

As you know, the Foundation has agreed to pay for translator repack project, understanding that OETA has
applied for grant funds from PBS to cover the cost and will repay the Foundation for costs incurred.

With that in mind, attached please ?nd your recently submitted OETA Purchase Order for contract work performed by
retired OETA staffer, Mark Norman, beginning November 2017. This P0 was submitted to the Foundation as part of the
repack.

We also attached, for your convenience, information from the Oklahoma Public Employees Retirement System website
regarding code, IRS regulations and state laws on the subject of good?faith separation of service. Here?s the link:


Since OETA Foundation funds are being requested to cover this expense, please con?rm for me and provide evidence for
our ?les that OETA and Mark Norman have followed IRS code, IRS regulations and state laws on this matter.

Also, i see on another purchase order that attorney?s fees for Gray Miller Persh of $392.00 for the service "Research re
1998 sale of KTLC-TV from OETA to Paramount; telephone call and emails with P. Anderson re: same.? are also charged
to the repack. How is this a repack expense?

2

Many thanks in advance for your response.

Daphne Dowdy

President CEO

OETA Foundation

Producers Ciub Member

Direct 405.841.9201

Main 405.848.8501

Website Facebook Twitter instagram

TRUSTEDJ I .t

      

VALUED.
ESSEN

  

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103
(918) 585-5876



 

From: Fred Hegenbart

Sent: Wednesday, June 13, 2018 10:35 AM

To: Thomas Schneider

Subject: RE: Community Service Grant - Mark Norman

Dear Thomas -

I am just following up to be sure I did not miss anything on this issue. Let me know as soon as you have
something. I will try not to bug you.

Thanks,

Fred

Frederick J. Hegenbart ShareholderXDirector
Rosenstein, Fist Ringold

525 S. Main, Suite 700

Tulsa, OK 74103

T: 918.585.9211 F: 918.583.5617
my bio I vcard

 

 

 

C: 918.629.6302

 

This e-mail message (and any attached ?les thereto) contains privileged and con?dential information intended
only for the use of the individual or entity named above. If the reader of the e?mail is not the intended recipient

or the employee or agent responsible for delivering it to the intended recipient, you are hereby noti?ed that

dissemination or copying of this e?mail is strictly prohibited. If you have received this e-mail in error, please
immediately notify us by telephone or e-mail and delete this message (and any attached ?les). Any tax advice
contained in the body of this email was not intended or written to be used, and cannot be used, by the recipient
for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state
or loCal tax law provisions. These discussions and conclusions are based on the facts as stated and existing
authorities as of the date of this email. Our advice could change as a result of changes in. the applicable laws and
regulations. We are under no obligation to update thi - nges occur. Our advice is based on
your unique facts and circumstances as you commu uId not be used or relied on by
anyone else. Notice to recipients: (1) e-mail is conv method of communication, (2) any

   
 

e-mail that is sent copied and held by various computers it passes through as it goes
from us to you or you to us, (3) parties not participating in our communication may be able to intercept our
communications by improperly accessing your computer, our computers or even some computer unconnected to
either of us which the e-mail passed through. We are communicating to you via e-mail because you have
consented to receive communications via this medium. If you change your mind and want future
communications to be sent in a different fashion, please let us know immediately.

From: Fred Hegenbart

Sent: Tuesday, June 05, 2018 8:18 PM

To: Thomas Schneider 

Cc: Jeri Holmes Jerry Zimmerman
Subject: Re: Community Service Grant - Mark Norman

Thanks for the follow up, Thomas. I look forward to hearing from you soon.

Thanks,

Fred

 

[a 

 

 

 

Frederick J. Hegenbart I Shareholder/ Director
Rosenstein, Fist 8: Ringold

525 S. Main, Suite 700

TulsaE OK 74103

T: 918.585.9211 F: 918.583.5617 I C: 918.629.6302
my bio vcard

This e-mail message (and any attached files thereto) contains privileged and confidential information
intended only for the use of the individual or entity named above. If the reader of the email is not
the intended recipient or the employee or agent responsible for delivering it to the intended recipient,
you are hereby notified that dissemination or copying of this e-mail is strictly prohibited. If you have
received this e-mail in error, please immediately notify us by telephone or e-mail and delete this
message (and any attached files). Any tax advice contained in the body of this email was not intended
or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that
may be imposed under the Internal Revenue Code or applicable state or local tax law

provisions. These discussions and conclusions are based on the facts as stated and existing authorities
as of the date of this email. Our advice could change as a result of changes in the applicable laws and
regulations. We are under no obligation to update this information if such changes occur. Our advice
is based on your unique facts and circumstances as you communicated them to us and should not be
used or relied on by anyone else. Notice to recipients: (1) e-mail is convenient, but is not a secure
method of communication, (2) any e-mail that is sent copied and held by
various computers it passes through as it goes from us to you or you to us, (3) parties not
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2

receive communications via this medium. If you change your mind and want future communications
to be sent in a different fashion, please let us know immediately.

On Jun 5, 2013, at 6:44 PM, Thomas Schneider Mme:

Fred,

I apologize for not getting back to you about this matter. I have been working on it since I
returned from the Workers? Compensation Commission at 2:50 pm. I was unable to gather the
necessary information for me to provide an educated answer to OETA and the Foundation. It
may be tomorrow or Thursday. I apologize for the day, but please know that I am making it a
priority.

Best,

THOMAS R. SCHNEIDER
Oklahoma Attorney General?s Office Legal Counsel Unit

From: Fred Hegenbart 

Sent: Tuesday, June 5, 2018 8:37 AM
To: Thomas Schneider 
Ce: Jeri Holmes Jerry Zimmerman

Subject: RE: Community Service Grant - Mark Norman

Excellent. Thank you, Thomas. I look forward to hearing from you.
Thanks,
Fred

<i1nage001.gif>

Frederick J. l-Iegenbart Shareholder/Director
Rosenstein, Fist Ringold

525 S. Main, Suite 700

Tulsa, OK 74103

T: 918.585.9211 F: 918.583.5617 1 C: 918.629.6302
I my bio vcard

This e-mail message (and any attached ?les thereto) contains privileged and con?dential
information intended only for the use of the individual or entity named above. If the reader of
the email is not the intended recipient or the employee or agent responsible for delivering it to
the intended recipient, you are hereby noti?ed that dissemination or copying of this e-mail is
strictly prohibited. If you have received this e?mail in error, please immediately notify us by
telephone or e?mail and delete this message (and any attached ?les). Any tax advice contained in
the body of this email was not intended or written to be used, and cannot be used, by the
recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue
Code or applicable state or local tax law provisions. These discussions and conclusions are based
on the Facts as stated and existing authorities as 01? the date of this email. Our advice could.

3

change as a result of changes in the applicable laws and regulations. We are under no obligation
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From: Thomas Schneider 
Sent: Tuesday, June 05, 2018 8:35 AM

To: Fred Hegenbart 
Jerry Zimmerman

Cc: Jeri Holmes 

Subject: Re: Community Service Grant - Mark Norman

Hello Fred,

have received your email. I will hopefully be able to provide you an answer by EOB today.



Thomas R. Schneider, LL.M.

Assistant Attorney General

State of Oklahoma

(405) 522?44] 3 direct (405i 522-4536fax

This is not on o?tciot Attorney; General Opinion, but the ogint?on ot the author.

This e-mait' message may contain con?dential and priviteged information and is imended for the sote use of the addressed recipientt?s). Arty unauthorized
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Generat, or the sender of this message. 

On Jun 5, 2018. at 8:23 AM, Fred Hegenbart wrote:

Dear Thomas:

I know that Jeri is out of town, but I wanted to head off a situation that has
presented itself. By copy of this email I am sending it to Jeri as well as my
partner, Jerry Zimmerman.

The Foundation has received a payment request from the Authority for the
Foundation to pay funds to Mark Norman from the Community Service Grant that
the Foundation administers for the Authority.

The Foundation is aware that until October, 2017 Mr. Mark Norman, formerly the
Authoity?s executive director, was employed by the Authority at which time the
Foundation believes that Mr. Norman retired. The payment request, however,
indicates an engagement with Mr. Norman commencing at some point in the
month following his believed retirement from the Authority.

I do not know if the Authority is governed by OTRS or OPERS, butI believe that
both have limitations on reengagement of recently retired personnel. On the
OTRS side, I refer you to OKLA. STAT. tit. 70, 17-1 16.10 et seq. The

oundation?s concern is that if, in substance, Mr. Norman retired from the employ
of the Authority, and then within weeks was re-engaged either as a consultant or
an employee, then he did not retire from the applicable retirement system. As
such, his re-engagement could be violative of the law.

The Foundation will pay the Authority?s funds from the CSG, but would
respectfully request con?rmation from you, as counsel for the Authority,
regarding the legality of the expenditure because the Foundation must report to
CPB regarding expenditures made of the CSG.

Accordingly, at your earliest convenience please provide me with your opinion of
counsel as to legality of the requested expenditure so that payment can issue. To
be clear, given our understanding of the facts, the Foundation?s sole goal is to
make an expenditure that is legal, so as to properly report to CPB. If my
understanding of the facts is incorrect, please feel free to correct me.

Thank you for your assistance in this matter. As stated, these are Authority funds
being administered by the Foundation and we look forward to receiving your
opinion as to legality so they can be issued.

Please let me know if you have any questions. I look forward to hearing from you.
Thanks,

Fred

<image001 . gif>

Frederick J. Hegenbart Shareholder/Director
Rosenstein, Fist Ringold

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Tulsa, OK 74103

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AugustFest 2018

E-mail thread:

From: Pollv Anderson

Sent: Monday,- June 11, 2018 9:35 AM

To: Daphne Dowdy Louise Lee 
Cc: BaBette Davidson <m

Subject: August schedule

 

Daphne and Louise,

Bo?ette Davidson and The Programming Service will be generating the August pledge schedule for -.
PETA. They will also be generating all future pledge schedulesilThis makes sense as we are already
paying for this service in our contract, and they have tremendous experience in this regard.

August pledge this year will be all virtual; we will not undertake any live pledge.
if you have questions or comments, please let me know.

Polly

Patric/j Anderson

Executive Director

mama

Direct: 405-841-9250
3?403 North Kelley Avenue
Oklahoma City. OK 73111

 

From: Daphne Dowdy
Sent: Monday, June 11, 2013 1:34 PM

To: Louise Lee <?Dollv Anderson 

Cc: BaBette Davidson
Subject: RE: August schedule

Dear Polly,

l'm sorry to hear of this decision. i think it is ill advised. However. the Foundation was concerned about
live pledge because OETA no longer has the manpower to staff live pledge.

What help wOuld you like from the Foundation and on what channelis] do you plan to pledge? Please let
us know as soon as possible.

Daphne

 

 

   

?mum?

Litgistix, LLC

5 E. 5th St, Tulsa OK, 74103
(918)585-5876 

A.F. RINGOLD
COLEMAN L. ROBISON
I. DOUGLAS MANN
JOHN G. MOYEE. JR.
JOHN E. ROWLAND
IERI L. ZIMMERMAN
FREDERICK J. HEGEHBART
ERIC NELSON
KAREN L. LONG

JOHN E. PRIDDY
BRYAN K. DRUMMOND
KENT E. RAINEY

ERIC D. WADE
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OF COUNSEL
JERI A. RICHARDSON
STAOI L. ROBERDS
CHERYL A. DIXON

May 9, 2018
Via Email
Jeri Holmes
Re: OETAIOETA Foundation ("Foundation")
Dear Jeri:

Thank you for sending to me the various materials on May 8th which Mr. King provided.
They were helpful and, candidly, to some extent, illustrated a theme of personality con?icts. My
ability to mention that the documents illustrated personality con?icts gives me a signi?cant
source of optimism. We are working with highly skilled and mature individuals. Each of them
has the capacity to improve and be ?exible. Each of them has the same goals in mind: OETA
and the Foundation to thrive. So, with that background and the increasing friction between
OETA and the Foundation, this issue is "?xable". All it takes is each individual to simply
commit to "try and do better".

I also appreciate the information on Mosaic, as well as the other data which you sent. I
had previously seen and reviewed documents that you sent to me on May as had Mr.
Utterback. I am assuming (perhaps incorrectly) that Mr. King's perplexion came from the
perspective that he had already sent those documents. Actually, all that Mr. Utterback was
referencing as data that he had not seen, and the data that I was requesting, was data which
caused the OETA Board to come to the belief that the Foundation's pre-production activities was
wasting money. Mr. Utterback and I were not referring to the other issues, however, we
recognize and do not discount those issues of concern to OETA.

In connection with the topic of wasting funds, I saw Ms. Anderson's email to herself on
January 12, 2018, which I think is effectively a memo to herself. She was concerned that the
Foundation would be Spending time and resources to raise money for the journalism
collaboration at the expense raising money for OETA. I can draw the conclusion from that
sentence that it would be a concern of wasted personnel time. In that regard, it was OETA GM
Mr. Scheidel who not only supported the initiative but was the initiator of it. Mr. Norman, on
behalf of OETA, also signed the letter of intent to move forward on this collaboration. With that
background (I can provide the documents to you, if you like), it is dif?cult to argue if funds were
wasted, that the funds were wasted without the consent of OETA. While the Foundation's Board

 

May 9, 2018
Page 2

does not consider that collaboration to cause a waste of funds, and while OETA's Board might
reach an opposite conclusion, I do not think that there can be a dispute that OETA was actively
involved in and promoted that initiative. Other than that issue, if there are documents showing a
waste of ?mds, I really would like to see them, as would the Foundation?s Board.

Jeri, I am going to "make another run at you? on the MOU. It is just not reasonable to
expect a board of directors of an entity that supports an organization as its bene?ciary to
effectively give all control to the supported entity and to risk extinction as a going concern.

I want to be able to give my Board some options but what choice does the Foundation's
Board have other than to say, "no" to the concept embodied in the MOU that was submitted on
March 26th? I cannot believe that you think I am being unreasonable with this comment. The
OETA, through you, is asking my Board to work with a document that threatens its very
existence. The Foundation, through me, is asking your Board to "work from a place" other than
control over its supporting organization. I

This is one of the few times in my career that I can predict with certainty the outcome of
any litigation or administrative process. Any litigation or administrative dispute premised on the
transfer to OETA of control of the Foundation and its activities will have the following winners
and losers:

The winners: Jeri Holmes, Rosenstein, Fist Ringold, a couple of C.P.A. ?rms and a
couple of court reporters.

The losers: The Foundation, OETA and the State of Oklahoma.

I am very encouraged by your comment of today that the OETA Board has determined
that a meeting of both Boards is needed. To follow your lead, I will suggest to the Foundation?s
Board as a starting point that, initially, the meetings take place with OETA's Executive
Committee, with "an eye? toward one or more full meetings of the Boards.

Very truly yours,

a

Jerry Zim erman
For the Firm


cc: Fred Hegenbart

 

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103

(918) 535?5876

wwlitgistixcom

Jer? Zimmerman

From: Jerry Zimmerman

Sent: Wednesday, May 30, 2018 5:13 PM

To: Jeri Holmes 

Cc: Fred Hegenbart

Subject: FW: PBS Development Awards

Attachments: 2018 PBS Development Award_Mosaic Oklahoma_Final.pdf; Mosaic ROI Analysispdf


Jeri, can we agree that the quantitative metrics and ROI analysis contradict your prior
statement to me that productions by the Foundation waste funds? Do you recall that on 3
separate occasions I asked you for financial analysis that enabled it to conclude that
productions by the Foundation were wasting funds? You sent various photos of the office,
pictures from Odyssey, emails reflecting personnel relationships announcements regarding
Mosaic, but no financial data whatsoever. If OETA has financial data showing that the
Foundation?s production activities waste funds, then please send it to me. The Foundation
takes its role as a steward of funds very seriously.

I regret sending this email right before your vacation, but the allegation is serious and will not
?go away? in your absence.

Jerry Zimmerman
Rosenstein, Fist Ringold
525 S. Main Ste 700

Tulsa, OK 74103

(918) 585-9211

(918) 583-5617 (Fax)

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From: Daphne Dowdy

Sent: Wednesday, May 30, 2018 4:42 PM

To: 'Barry Beauchamp 'creid 'Dave Gillett ?James Utterback?; 'Linda
Gardner'; 'Mia Mascarin Oven 'rbec 'dboren-

'terriacorne them; 'osupro_; Jo .Hofmeister
'rcodyinmantah. Glen Johnson; Garrett King; Suzanne Lair; Mary Melon; imam

Cc: All 'Matt Payne'; Travis Tindell; 'Caryn Brown'; 'Paul Cristo'; Robyn 
Subject: FW: PBS Development Awards

Friends, EXHIBIT

5!

tabbies?

 

 have the honor of sharing with you the exciting news that OETA Foundation has won the 2018 PBS Special
Achievement Development Award for our series, Mosaic Oklahoma, and its related fundraising effort. See the notice
below.

DAC Chair, Gary Stokes said, ?The DAC was inspired by the hyper-localism of the Mosaic Oklahoma project and believe it
will be a great inspiration to other stations.?

Attached, please find the award submission describing the project and the Return on investment Analysis.
Congratulations to our full development and production team! l?m proud to work alongside you.

Daphne

From: Gary Stokes[
Sent: Wednesday, May 30, 2018 1:32 PM
To: Louise Lee mandaJ. Hoehn

Cc: Daphne Dowdy <*Polly Anderson 

Subject: PBS Development Awards
Dear Louise,

As the DAC Chair, i am pleased and honored to let you know the OETA Foundation has been selected as winner of the
2018 Special Achievement Development Award. The DAC was inspired by the hyper-Iocalism of the Mosaic Oklahoma
project and believe it will be a great inspiration to other stations. The awards will be presented at the 
conference in Chicago. Copied here is Amanda Hoehn, who will provide more information shortly.

Congratulations, and thank you for sharing your success story. See you in Chicago!
Best,

Gary Stokes

President General Manager
KSPS-TV

(509) 443-7725



KSPS 

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Project Title
Mosaic Oklahoma

Overall goal of project, problem it sought to solve or opportunity it sought to leverage

Our overall goal was to meaningfully connect more Oklahomans with OETA, the state?s only PBS
station. This project leveraged our traditional strength in video storytelling with a renewed
commitment to personal outreach in Oklahoma communities and a robust social media
strategy. We believed this ?friend raising? would attract new viewers and lead to increased
fundraising success at the membership, major gift, and corporate gift levels. Because the
majority of donors come from the state?s two metro areas (Oklahoma City and Tulsa),
we are particularly excited about the project?s impact in other cities, towns, and rural
communities across the state. Bill Sweeden let us know that we are making progress, "Thank
you OETA and Mosaic Oklahoma for showing the rest of the world just how special "The Osage"
and its people are."

Description of the activity, what it achieved and why it was successful

The OETA Foundation envisioned and began producing a new series of 30?minute
documentaries, called Mosaic Oklahoma, which celebrates the communities, people, and
landmarks that epitomize Oklahoma?s unique culture. The pilot episode, filmed in the
northeastern Oklahoma town of Pawhuska (population 3,500), explored the history and
heritage of the Osage Nation, which is headquartered in Pawhuska, and the revitalization of the
city?s downtown, where the Food Network?s "Pioneer Woman,? Ree Drummond, located her
wildly popular deli, bakery, store, and hotel. As viewer Deb Mayo Worten wrote, you created a
?beautiful depiction of a unique and authentic town and the passion of those who live in it.?
Hoping to capture the same magic, upcoming episodes will highlight the trendy Paseo Arts
District in Oklahoma City and the town of Tishomingo in the southern part of the state and
home to Blake Shelton, who has committed to participation in the project.

With Mosaic Oklahoma: Pawhuska, we initiated our strategy of connecting with Oklahomans on

multiple levels:

1] In person: Our staff and our production team connected with a wide variety of community
members, viewers and donors during the months of preparation and filming around
Pawhuska. This gave us the prime opportunity to record testimonials, capturing local voices
in support of OETA. To celebrate the completion of the program, we partnered with the
Pawhuska Chamber of Commerce to host a very popular VIP reception and premiere event
at the historic Constantine Theater on the downtown strip.

2) On social media: On Facebook, lnstagram, and Twitter, we developed strong Mosaic
Oklahoma followings by promoting the current episode and encburaging Oklahomans to
post (and tag us in) photos about their personal piece of Oklahoma?s mosaic. This included
a Facebook Live event featuring Matt Payne, the program?s producer. On lnstagram, Twitter
and Facebook, we shared Oklahoma events, happenings, and historical facts.

On air: Because OETA is broadcast free throughout the state, all Oklahomans could watch the

first episode, Mosaic Oklahoma: Pawhuska, which premiered during the OETA Foundation

produced on-air fundraiser, ?Festival,? in March, as well as rebroadcasts on main

channel and OKLA, one of-the four channels that OETA operates to extend access. Jayne Fox
Detten gave as high praise, ?Just saw the episode of ?Pawhuska" on Mosaic Oklahoma and was
thoroughly impressed. Well done, interesting and informative. A nice combination of
interviews, scenic photography and history. Will watch again.?

Metrics or benchmarks utilized that show success of project (quantitative and qualitative
data]

Social media: In the short time span from February 21 to April 15, OETA Foundation attracted

542 Facebook followers with no paid placements or paid advertising. Interestingly, aside from
Oklahoma City, these Facebook followers are concentrated in Northeast Oklahoma, where
Pawhuska is located. This tells us that Facebook followers are likely to expand geographically as
Mosaic Oklahoma films episodes in other parts of the state. On the day we premiered Mosaic
Oklahoma: Pawhuska, OETA Foundation posted a video "sizzle?.? to Facebook and had
impressive viral success in Oklahoma. Without any paid placement, the post reached nearly
12,000 unique viewers. The video has been shared over 300 times. In addition, our Facebook
Live event on March 7 attracted 750 unique viewers with 200 engaging with our producer.

Fundraising/Membership: The OETA Foundation?s hope was that Mosaic Oklahoma "friend
raising" would lead to fundraising success. A major test of that strategy occurred when we
premiered Mosaic Oklahoma: Pawhuska during Festival. We scheduled the episode in an hour-
long black with time for on-air pledge breaks, where we offered Mosaic Oklahoma: Pawhuska'
DVDs as pledge gifts along with signed prints by the Tallgrass Prairie Preserve?s Harvey Payne.
Our hope was to exceed Festival?s average "pledge per minute,? which was $277.85. And did
we ever! Mosaic Oklahoma: Pawhuska?s pledge per minute was a whopping $504.80! All told,
we secured $16,600 from 85 donors in that hour. Except for the Antiques Roadshow segment
that offered tickets to its filming in Tulsa, Mosaic Oklahoma: Pawhuska scored the best ?pledge
per minute? showing of the entire 16?day pledge drivel Also notable: 38% of the Mosaic
Oklahoma: Pawhuska donors were making their very first membership gift. Moving forward, we
see Mosaic Oklahoma as a centerpiece of our on-air pledge drives.

FundraisinglMaior and Corporate: We have already secured $150,000 through an individual
gift and major corporate underwriter, the Oklahoma Electric Cooperatives, for Mosaic
Oklahoma. We know this is only the beginning. Now that we have a first episode ?and great
social media and viewer affirmation information? to share with potential donors, we are
already seeing strong interest from individual and corporate donors. Among potential appeals:
asking individual donors to support an episode filmed in their community and giving corporate
donors the opportunity to sponsor a series celebrating what is great about Oklahoma. As Eddy
Red Eagle, an elder of the Osage Nation, noted, Mosaic Oklahoma: Pawhuska is "the best
portrayal of how Osage County has evolved.? If we succeed to that to extent with every
episode, we will have met our goal.

How the project leveraged national or local content (primetime, KIDS, pop-out, etc)
By engaging Oklahomans with Mosaic Oklahoma through events and social media, we are
connecting with viewers who tell us they haven?t watched public television since they were in

elementary school! We have the opportunity to leverage their excitement about Mosaic
Oklahoma into viewership of other OETA shows, with the goal of converting them first to
regular viewers and then to contributing members. Jane Wachtman asked us, ?How do I make a
donation? Through the website? i?m happy to do that. was born and raised in Pawhuska. in
fact, both of my parents were as well and my grandmother even grew up there. . . . So, i?m
excited to see it and thrilled that you have done such a beautiful piece on a place where my
heart lives!?

OETA Foundation is so excited about Mosaic Oklahoma, we are already looking into a spin-off
series, Mosaic Eats! It will feature the amazing food our film crews, producers, and staff rave
about when they return from places like Pawhuska, the Paseo District, and Tishomingo.

OETA FOUNDATION
Return on Investment Analysis FY18
MOSAIC OKLAHOMA

OETA Foundation FY18 Fundraising Content
Outsourced

Mosaic Oklahoma

FY18 Expenses: $77,844.12

One Time Start up costs: $20,982.68

Foundation Prod Time: $17,000

Deliverables: 3 30-minute programs plus 36 minutes of bonus material
Local minutes produced: 126 minutes

Cost per minute: $919 per minute

Sponsor Revenue: $125,000

Pledge Revenue: $34,473 (206 pledges; $10,799 from new donors)

Net Income: $43,646.20 to date

Projected Additional Expenses: $27,000

Proj Additional Deliverables: 1 30-minute program plus 12 minutes of bonus material
Proj Addn?l Pledge Revenue: $60,000

Proj Total Local min produced: 168 minutes

Proj Total Cost per minute: $850 per minute

Projected Total Income: $219,473

Proj Net Income, Year One: $76,646.20

Notes: OETA Foundation has historically hired OETA to provide some production services for various
content endeavors. OETA agreed to help produce this content, initially called OUR TOWN (wt) for two
years running. OETA failed to deliver each year. See budget allocations for FY16 and FY12, negotiated by
the OETA GM. OETA Foundation finally outsourced the stalled production in 2018.

This ROI includes one-time start up costs and a high estimate on Foundation production review time
which will reduce as the series progresses. Just like Foundation production, The Oklahoma I Remember,
we expect Mosaic Oklahoma to have a long shelf life with continued income generated by each repeat
at no additional production cost.

This fundraising initiative works because it has multiple revenue streams and long-lead planning.

OETA Foundation has established a fund made up of the Net Income of its local fundraising programs.
Grants from this fund will be allocated exclusively in support of OETA local productionls).

Litgistix, LLC
5 E. 5th St, Tulsa OK, 74103
(918] 585-5376 

 

Jerry Zimmerman
From: Jeri Holmes <m

Sent: Wednesday, May 30, 2018 7:43 PM

To: Jerry Zimmerman

Cc: Thomas Schneider; Garrett King; Polly Anderson
Subject: RE: PBS Development Awards

Mr. Zimmerman,

We do not agree that the Foundation is not wasting funds by duplicating efforts and producing shows OETA will not air
due to the Foundation not following current procedures. I don?t have access to the Foundation?s financial data nor do I
have time to respond adequately. was concerned silence would be acceptance of your position.

Last week I requested a copy of Form 1023 from your partner. Several years of the tax returns were provided ??thanl<
you but the Form 1023 was not.

Please provide a complete copy (include attachments) to Polly before I return on June 14. This is my formal
request. See Publication 557 concerning my rights to request this document.

Respectfully,
Jeri

Jeri D. Holmes, Esq.
Nonprofit Solutions, P.C.
(405) 844-2286 (Office)
(405) 344-2222 (Mobile)
Mailing Address:

P.O. Box 20097
Oklahoma City, OK 73156
Physical Address:
Robertson 8t Williams
9658 N. May, Suite 200
Oklahoma City, OK 73120

From: Jerry Zimmerman
Sent: Wednesday, May 30, 2018 5:13 PM

IT
To: Jeri Holmes ?a EXHIB
Cc: Fred Hegenbart 1
Subject: FW: PBS Development Awards -2 

 

JERl?fyi.

Jeri, can we agree that the quantitative metrics and ROI analysis contradict your prior
statement to me that productions by the Foundation waste funds? Do you recall that on 3
separate occasions asked you for financial analysis that enabled it to conclude that
productions by the Foundation were wasting funds? You sent various photos of the office,
pictures from Odyssey, emails reflecting personnel relationships announcements regarding
Mosaic, but no financial data whatsoever. If OETA has financial data showing that the