THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA FILED IN DISTRICT COURT OKLAHOMA COUNTY MAR ?5 2013 R1 AREEN it QLERK -- OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY FOUNDATION, INC., Plaintiff, v. Case NO.: OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY, Defendant/Third Party Plaintiff, V. REID, NHA MASCARIN OVEN, LINDA GARDNER, P. DAVID GILLETT, AND DAPHNE DOWDY, Third Party Defendants PLAINTIFF OINDER IN THE MOTION FOR THE APPOINTNIENT OF A RECEIVER FILED BY THE OKLAHOMA ATTORNEY GENERAL COMES NOW the Board of Directors of the Oklahoma Educational Television Authority James Gallogly, Burns Hargis, Joy Hofmeister, Glen Johnson, Cheryl Evans, Larry Rice, Clarke Stroud, Richard Beck, Terri Cornett, Reese lnman, Suzanne Lair, and Garrett King on behalf of Defendant Oklahoma Educational Television Authority and joins Attorney General Mike Hunter in moving the Court for an order appointing a receiver to take custody and control of Plaintiff Oklahoma Educational Television Authority Foundation, Inc. (the oundation?). On March 11, 2019, attorneys from the Of?ce of the Attorney General for the State of Oklahoma ?led their entry of appearance on behalf of the State of Oklahoma. On March 13, 2019, The Attorney General ?led his Motion to Intervene and for the Appointment of a Receiver. In support of this Motion, OETA states the following: INTRODUCTION On December 6, 2018, the Foundation Board of Trustees (?Trustees?) on behalf of the Foundation initiated a lawsuit against OETA. In response, on January 8, 2019, the Board of Directors of OETA voted to terminate relationship with the Foundation. See Exhibit 1, Resolution to Terminate 1992 Agreement. The Foundation?s sole and exclusive purpose is to support OETA. The mission of OETA is to provide educational television for Oklahomans. OETA established the bulk of the endowment currently managed by the Foundation through the sale of a television station. OETA directed additional funds to the Foundation through other endowments it established, as well as underwriting grants, donor contributions and on?air pledge drives, all enhanced by brand and reputation. Unfortunately, a power grab has been underway at the Foundation as its President, Daphne Dowdy, has been methodically scheming to take control of the Foundation and ultimately create a power-center for herself from where she can unduly in?uence and control OETA, a state agency. At every opportunity she uses OETA funds to enrich the Foundation with additional staff, new equipment, office remodels, a Cadillac for her personal use and numerous other unnecessary purchases which have not been authorized by OETA or donors. Astoundingly, Dowdy has used donor funds to produce and distribute content not sanctioned by OETA despite explicit prohibitions from doing so communicated directly by OETA. At the same time Ms. Dowdy depletes charitable resources which donors directed for needs and refuses to align the Foundation?s funding priorities to that of OETA. Even with all the obstacles Ms. Dowdy and her staff have put in their way, OETA has continued to produce award winning news and programming for which they are known as the most-watched PBS station in the United States. The most egregious and damaging actions by the Foundation is its attempt to destroy OETA by denying the funds necessary for them to operate and denying OETA the donor information they must have to both properly steward funds today and to raise funds in the future. The Foundation approved Oklahoma Fiscal Year (FY) 2019 budgetary support request but have refused to transfer the funds to them.1 As noted above, donor and gift information are crucial to enabling OETA to carry out its mandate under 1982 Okla. Sess. Laws 607, SB 454. The Foundation is claiming that donor information is their proprietary information and trying to deny it to OETA. Frankly, OETA cannot survive without private funds and if the Foundation is able to deny the donor information to OETA, it will not be able to continue to operate as donors have desired. The oundation?s few remaining Trustees have tolerated Dowdy?s brazen campaign to improperly expand the Foundation?s core fundraising and development mission to include producing and distributing content far outside the scope of 1982 Okla. Sess. Laws 607, SB 454, which is the law that permits OETA to cooperate with a charitable foundation. All of these actions have occurred either at the direction of Dowdy and the Board of Trustees or because the much?diminished Foundation Board (multiple Foundation Trustees resigned or left the Board in 2018 in protest at Dowdy?s vicious and self-interested behavior) does not have the ability to control and direct the Foundation staff. It is evident from the Foundation?s actions they intend to cause substantial harm to OETA, its brand and its state workforce and Foundation Trustees and staff have clearly communicated on multiple occasions that they mistakenly believe the Foundation is somehow entitled to the funds they have received and hold for the bene?t of OETA. The Trustees have a ?duciary duty to ensure that the Foundation is complying with the law in all its donor activities and if they have sanctioned or failed to curtail the 1 budget included funds to pay their PBS dues of around Instead of transferring those funds to OETA and unbeknownst to OETA, the Foundation paid the dues directly to PBS. 3 ?i inappropriate activities aforementioned it calls into question their ability to prudently manage the affairs of the Foundation. BACKGROUND In 1951, the Oklahoma Legislature began working with the Federal Communications Commission (the to reserve public broadcasting channels for educational television. Once these channels were secured in 1953 the Oklahoma Legislature established OETA. E.K. Gaylord donated $150,000 in 1956, which operated OETA for three years; this generous gift marked the beginning of the community?s investment which would continue for years to come. Because of these supporting commitments, OETA began seeing remarkable success. Between 1953 and 1970, several achievements followed including the establishment of two public education television channels. In 1972, Robert ?Bob? Allen, became Executive Director, a position he would serve in until 1999. Mr. Allen?s ?rst decade as Executive Director saw great success and he was dubbed ?Mr. by many elected and appointed governing of?cials. Under Allen?s leadership, OETA opened its ?rst studio, established several transmitters throughout the state, produced its ?rst national telecast, and brought educational television to televisions across the state. In 1981, the State Legislatures appropriated funds for a Tulsa studio. In 1982, OETA was hit hard with state budget cuts and a Windstorm damaged transmission lines. To encourage private individual and corporate donors to support OETA, the State Legislature passed 1982 Okla. Sess. Laws 607, SB 454 authorizing OETA to create and cooperate with a supportive foundation whose exclusive purpose would be to serve OETA. See Exhibit 2, 1982 Okla. Sess. Laws 607, SB 454. Thus, the Foundation was created to raise, accept, invest and expend donated funds to support public and educational television. Accordingly, the Foundation holds assets and funds for the sole and exclusive bene?t of OETA. See Exhibit 3, 3 Amended Articles of Incorporation (?This corporation shall direct all of its efforts to the support of the Oklahoma Educational Television The Foundation?s only purpose is to support OETA and mission of educational and public broadcasting in Oklahoma. For the majority of three decades, OETA and the Foundation had a great working relationship. Beginning in 1985, OETA and the Foundation broke fundraising records. By 1988, the Foundation accepted close to $2.1 million on behalf for an on?air campaign from private donors. During this time OETA won numerous prestigious awards including several Emmys. OETA and the Foundation entered into an agreement in 1992 by which the Foundation would support OETA through fundraising and development (?1992 Agreement?). The parties have operated under this Agreement ever since. See Exhibit 4, Agreement between OET A and the Foundation. Despite the attacks leveled at OETA both in public and private by Dowdy and her staff, the OETA Board of Directors tried to salvage the relationship with the Foundation by convening multiple meetings with the Foundation leaders over a multi-year period. On March 22, 2018, OETA proposed a new draft operating agreement to replace the 1992 Agreement to de?ne the relationship ensuring OETA and its supporting foundation were working in their appropriate spheres. Unfortunately, the Foundation refused to even negotiate with OETA, and on December 6, 2018 the Foundation ?led a lawsuit against OETA ending any hopes that the parties could work out a solution. Following the initiation of legal action by the Foundation, the Board of Directors of OETA met on January 8, 2019 and voted unanimously to terminate its relationship with the Foundation (effective March 9, 2019). See Exhibit 1, Resolution to Terminate 1992 Agreement. OETA has given notice of said termination and is taking steps to conclude all aspects of its relationship with the Foundation. See Exhibit 5, Notice of Termination. action ?led on December 21, 2018 requests declaratory relief ?that any and all funds received, managed and invested by [the Foundation], including all funds in any endowment, are for the sole and exclusive use and bene?t of See Exhibit 6, Defendant OETA ?s Connterclaims against Piainti?? Foundation and Third?Party Petition against Third?Party Defendants. OETA is also seeking a complete and accurate accounting from the Foundation beginning January 1, 2013 to the present, of all funds, property and assets held by the Foundation. See Exhibit 6, Defendant GET A ?s Connterciaims against l?J?iaintij?r Foundation and hird?Party Petition against hird Party Defendants. If any of the funds being held by the Foundation for the benefit of OETA have been improperly expended or used, OETA will seek to recover such funds from the recipients of the same and individually from the Foundation?s Board of Trustees. ARGUMENTS AND AUTHORITIES OETA is seeking a receiver to protect the funds currently being held by its supporting foundation because the funds are being diverted to the bene?t of the Foundation. The failures of the Trustees cause grave concern that there is not oversight over the actions of the Foundation and Ms. Dowdy. In the words of Mr. Allen, appointing a third party, ?would be a safeguard of any further abuse of the prerogatives of the Foundation to spend money on anything the Foundation president or the Board want to do without Authority authorization.? See Exhibit 7, Robert Allen Deposition, page 6 7, line 17-21. The purpose of the appointment of a receiver is ?to place the property in the custody of the court, that it may be subjected to the court?s ?nal order with respect to the rights of the parties thereto.? Exchange Trust Co. Oklahoma State Bank of Ada, 1927 OK 182, 259 P. 589, ?l 53. The decision whether to appoint a Receiver is within the sound discretion of the trial court. Stovall v. Edwards, 1944 OK 335, 151 P.2d 385; and MIF Realty L. P. v. Duncan Development Co, 1995 I OK CIV APP 25, 892 P.2d 664. Under Oklahoma law, a receiver may be appointed . .on the application of the plaintiff, or of any party whose right to or interest in the property or fund, or the proceeds thereof, is probable, and where it is shown that the property or fund is in danger of being lost, removed, or materially injured.? 12 0.8. 1551(1) (emphasis added). This statute further provides for appointment of a receiver in all cases where receivers ?have been appointed by the usages of courts of equity.? 12 0.8. 1551(6). ?In allowing a party to apply for the receivership of property whose right or interest therein is ?probable?, the statute does not mean that his claim of right or interest must be free from doubt or already judicially or legally determined.? Gibbons v. Atlas Supply Co. 1941 OK 134 124 P.2d 969, 971. The following elements must be proven by the movant in order to appoint a receiver: a strong probability that it would prevail on the merits in the main action; that it would suffer irreparable loss and injury if the appointment were not made; and that it had no other plain, speedy, or adequate remedy.? Panama Timber Co, Inc. v. Barsanti, 1980 OK CIV APP 18, 633 P.2d 1258, 1262, Panama Timber Co, Inc. v. Barsanti, 1980 OK 170, 619 P.2d 872; (quoting Eason Oil Co. v. Oklahoma City Petroleum Corp, 1939 OK 318, 185 Okla. 448, 94 P.2d 222, 223). ?Injury is irreparable when it is incapable of being fully compensated for in damages or where the measure of damages is so speculative that it would be difficult if not impossible to correctly arrive at the amount of the damages.? Coxcom, Inc. v. Oklahoma Secondary Sch. Athletic Ass?n, 2006 OK CIV APP 107, 11 11, 143 P.3d 525, 528', (citing Hines v. Independent School Dist. No. 50, Grant County, 1963 OK 85, 380 P.2d 943). A. OETA will likely prevail because OETA has the right to the funds, assets and property currently held for its benefit by the Foundation by law and because the origins of the funds can be traced to the OETA, are granted to OETA through legal agreements and/or are raised through donor contributions with the intent the funds will be used by and for OETA. In 1982 the Oklahoma Legislature passed legislation which authorized OETA to establish a supporting foundation which would operate ?for the exclusive purpose of receiving, investing and expending privately donated nonstate appropriated funds for educational and eleemosynary purposes related to the support, promotion, development and growth of educational and public broadcasting in Oklahoma.? (emphasis added) See Exhibit 2, [982 Okla. Sess. Laws 607, SB 454, Section 2. The Foundation?s articles of incorporation state the Foundation ?shall direct all its efforts to the support of See Exhibit 3, Amended Articles of Incorporation of OETA, page 2, Purpose. Even Ms. Dowdy asserts that the Foundation ?exists to support OETA. We have n_ot updated our articles and/or bylaws to allow the Foundation to raise money for any other service.? See Exhibit 8, Misinformation Email, page 2 (emphasis in original). There was never any intent by the legislature, Foundation by-laws, or Articles of Incorporation, or otherwise that a Foundation president, or its Trustees, could dictate strategic or tactical operations and policies at OETA and it was always the intent that OETA was to have control of its funds held in trust by the Foundation. See Exhibit 7, Robert Allen Deposition, page 97, line 18?22, page 98, line 13?15. The most substantial investment which has led to the growth of endowment came from the sale of KTLC/Channel 43 for directed and authorized by OETA. plus interest was reimbursed to the Foundation for its original investment in Channel 43 and the remaining proceeds were used to establish various endowments with earnings to be used to fund future needs, including capital, maintenance and operations, and .. was put into a permanent facilities endowment.? See Exhibit 9, Minutes of the February 24, 1998 OETA Board of Directors Meeting, page 3, paragraph I. See Exhibit 7, Robert/122m Deposition page 56, line 15?] 6. Further, additional funds held by the Foundation are from underwriting agreements and grant funds in which OETA is the legal bene?ciary and thus, they are entitled to the proceeds. In the past, these underwriting and grant agreements would be shared with OETA to ensure the obligations of the parties are being met. However, under Dowdy the Foundation has stopped providing this information to OETA. Another factor which establishes rights to funds held by the Foundation and is evidence of the likelihood that OETA will prevail in this action, is the intent of the donors. Clearly, donors intend and believe their donations to OETA will be used by and for OETA for programing and operations. Either through on?air pledge drives or mailers sent from the Foundation which instruct donors that OETA is the recipient, donors support the public television station. Since the Foundation initiated the lawsuit and the dispute became public, OETA has received many communications from donors and not a single donor has in any way conveyed that they intended their donations to be used by the Foundation or at the Foundation?s discretion. Many of these donors are asking for assurances that the contributions they gave to OETA, through the Foundation, will be available to OETA. For example, OETA received letters from retired Oklahoma Chief Justice Steven W. Taylor who wrote demanding assurances that donations from the Puterbaugh Foundation are being safely used to bene?t OETA and used within the parameters of the restrictions placed on it by the Puterbaugh Foundation. See Exhibit 10, Steven Taylor Email. Another donor requested con?rmation that her donation only went to support OETA and PBS programming. See Exhibit]], Formstack Submission. The intent of these donors establishes 8 interest in the assets. In addition, OETA is entitled by law to the funds raised from its on?air pledge drives. The FCC requires all funds received from donations due to fundraising that interrupts regular, noncommercial educational broadcasting be used exclusively for the benefit of the operations of OETA. See In Re Request by Ohio State Univ., Columbus, Ohio for Waiver of Sections 73.503 73.62] of Commission?s Rules, 62 449, 450 (F.C.C. In the Matter of Comm 'n Policy Concerning the Noncommercial Nature of Educ. Broad. Stations, 90 895, 907 (F.C.C. 1982). Because of the intent of the legislation which set up OETA and authorized OETA to create and cooperate with the Foundation, the regulations and policies of the federal licensing and programming authorities which apply to OETA and their funding and donor intent all point to OETA as the legal recipient of the funds, assets and property in question and the strong probability that OETA will prevail on the merits in this litigation. B. OETA faces irreparable harm if the Foundation is not forced to stop its continued multiprong attack on OETA. The Corporation for Public Broadcasting a major funder of OETA, pursuant to Section 396(k)(12) of the Federal Communications Act of 1934, as amended, requires that all OETA donor information be used solely and exclusively for bene?t, absent notice to donors and an opportunity for donors to opt out of any other use of their information. In 1999, OETA and the Foundation adopted a Joint Resolution to ensure compliance with the CPB requirement and restrict the use of viewers/members information. See Exhibit 2, Joint Resolution of August 24, 1999. See Exhibit 13, Minutes and Attachments for August 24, I999 meeting, page 3, Direct Mail List Practices d3: Privacy Resolution. The Resolution stated THERFORE, BE IT RESOLVED, that OETA and OETAF confirm that its policy shall be that as de?ned by CPB and does, hereby, adopt this resolution on this 24th day of August 1999.? In accordance with that policy, ?CPB?funded stations maintain active control of their membership and donor 10 3 list; CPB policy continues to state that, in order for OETA to remain eligible for CPB funding, OETA should maintain ?active control? over its membership and donor lists. See Exhibit 14, Restoring Public rust, dated July .28, 1999, attachment, Direct Mail List And Partisan Political Activities Requirements, 1. Principles, Control. However, the Foundation is violating the Resolution and CPB guidelines by attempting to destroy donor information and denying access to OETA. In addition to OETA donor information maintained by the Foundation, the Foundation has sought as well to deny OETA access to OETA donor information maintained by the Public Broadcasting Service Subsequent to Board passing the Resolution terminating the 1992 Agreement, OETA sent a letter to the PBS informing them of the Board?s actions. The termination made it necessary for OETA to notify PBS that the Foundation is no longer affiliated with OETA and, as a result, that the Foundation should not have access to donor member information. See Exhibit 15, January I l, 2019 Letter to PBS. On January 18, 2019, PBS provided a letter to the OETA Executive Director, Polly Anderson explaining that the Foundation had instructed PBS ?to refrain from providing to any party, including OETA, access to donor information maintained in PBS systems, and to destroy such information.? See Exhibit 16, January 18, .2019 Letter from PBS to OETA, (emphasis added). Astonishingly, the Foundation also claimed that the donor information is a proprietary asset of the Foundation. It is ludicrous for the Foundation to make this claim. Thus, the Foundation has attempted to deny OETA access to its own donor information maintained by PBS. By the Foundation taking these steps to deny access to and control of donor information, the Foundation puts OETA in a position in which it risks non?compliance with CPB guidelines, cannot raise funds for operations and programming, or defend itself against the Foundation?s frequent multifarious attacks by communicating directly with its donors. reputation, which has been built over decades, could be irreparably 11 harmed if the Foundation is allowed to continue to denigrate OETA in the media, to withhold funds donors have intended for bene?t, and to forever deny access to donor information necessary to identify previous contributors and keep donors engaged in activities and to raise necessary funds. Donor information is essential to future success and the Foundation?s continued abuse of that information could cause damage which OETA may not be able to be overcome. In further Violation of the Joint Resolution and CPB Guidelines, on January 18, 2019, Allegiance Fundraising Group (?Allegiance?), the entity that maintains and manages donor data on behalf, noti?ed OETA that the Foundation had informed them that they were not to share donor information with OETA. See Exhibit 1 7, Email from Allegiance to OETA. Of course, this occurred after termination of the relationship and at a time the Foundation was touting its support of OETA and actively asking donors to contribute money to the Foundation, with the clear implication that the funds would be used to support OETA. An immediate concern for OETA and its supporters is that without an agreement with Allegiance to ensure access to its donor data, any future fundraising events carried out by new cooperating charitable entity cannot be properly facilitated because the Foundation controls credit card system as well as donor information. Securing Allegiance?s assistance with fundraising efforts was thwarted by the Foundation?s unnecessary and baseless actions. For example, regular Spring Pledge fundraising event raises substantial funds for OETA and if the event cannot take place OETA will lose direct, signi?cant donor support. According to Mr. Allen, . .it would be wrong for the Foundation to deny OETA access to that (donor) list as the ?list of donors is and donors would find it ?outrageous? that the information is being withheld from OETA, and he believes ?such action would be not only 12 inappropriate, but total[ly] illegal.? See Exhibit 7, Robert Alien Deposition, page 26, line 12 14, page 32, line 5. M. Allen also testified that the list of donors was never withheld prior to the arrival of Ms. Dowdy?s. See Exhibit 7, Robert Alien Deposition, page .25, Zine 7?19. Despite the current litigation and termination of the Agreement, Ms. Dowdy, speaking on behalf of the Foundation and with evident authority from its Trustees, has publicly stated, in on the Foundation?s website and in letters to donors that it continues to ?support? OETA and encourages donors to continue sending contributions even though the Foundation is no longer sanctioned by OETA to raise money on their behalf. See Exhibit(s) 18, OETA Foundation Contribution Maiier. Hypocritically, the Foundation has noti?ed at least one vendor that they will no longer pay bills they have paid in the past. See Exhibit 19, Emaiifrom Foundation employee to MGM Online directing invoices to OETA. The Foundation has also used donor information to solicit support for the Foundation against OETA in this lawsuit. See Exhibit 20, Foundation January 18, 2019 Letter to Donors. According to Mr. Allen, when he received a copy of the letter ?that was sent out by Daphne Dowdy, he ?thought it was totally unprofessional and inappropriate, and if anything, its? going to harm the contributions to OETA in the future.? See Exhibit 7, Robert Allen Deposition, page 32, line 14-18. Because OETA voted to terminate the 1992 Agreement, the Foundation?s continued use of information relating to donors to OETA, and its use of such information is unauthorized and puts OETA at risk with respect to its CPB funding, donor fundraising and engagement, and its reputation with donors, viewers and Oklahomans. The use of donor information to spread false information is problematic enough, but the fact that the Foundation is still alleging that it is raising funds for OETA is unethical at best and unlawful at worst. To date, OETA has yet to receive any 13 '1 funds approved by the Foundation for its FY 2019 budget support, notwithstanding the approval of said support by the Foundation Board in July 2018. See Exhibit OETA Request for transfer of CSG ands dated August 6, 2018. See Exhibit 22, OETA FY19 Funding Requests for and Quarter dated October I, 2018. This further demonstrates fears regarding leaving any funds under the Foundation?s control for the duration of this litigation. In 2018, the on?air contributions for OETA were over $1.2 million, which, according to FCC rules, must go to OETA for operations. OETA is at risk of losing additional CPB funding because the CPB determines its grant funding in part by the amount of non-federal ?nancial support For example, when funds are withheld by the Foundation the amount of NFFS is reduced thus CPB provided funding to OETA is lower. OETA must have access to its charitable gifts or it will continue to suffer. See Exhibit 7, Robert/liter; Deposition, page 68, line 25?18. There are also several examples of confusion on the part of OETA supporters, which is the result of a misrepresentation at best.2 The Facebook pages of People?s Electric Cooperative and Rural Electric Cooperative both claim to be proud to supporters of OETA, but unfortunately, the program they refer to, ?Well That ?5 Fun?, is not sanctioned by OETA and is instead a production created solely by the Foundation in ?agrant violations of OETA directives to not use donor funds in such a manner. See Exhibit 23, partnered with OETA to giveaway a STEM experiment and Exhibit .24, People ?s Electric Cooperative, We are happy to present OETA ?s Well That?s The Foundation is also withholding ?nancial information which prevents OETA from complying with the reporting requirements imposed by 1982 Okla. Sess. Laws 607, SB 454, 70 0.8. ?23~122, and certain federal license and grant requirements. Unfortunately, OETA has no knowledge as to how donors? funds are currently being spent, how those funds are earmarked by 2 It is for appropriate agencies to determine whether the actions of the Foundation vioiate the law. 14 a donors, and if the funds are not immediately protected, whether those funds will be used in accordance with donor restrictions. According to Mr. Allen, using donor contributions to fund this lawsuit is itself ?a waste of good money of good See Exhibit 7, Robert Allen Deposition, page 25, line 1?3. The Odyssey program guide is an asset of OETA which was produced by OETA for decades. At a time of transitioning responsibilities, production of the Odyssey was temporarily transferred to the Foundation, along with the donor information necessary to carry out the duties involved in its production. Now the Foundation is refusing to turn control of Odyssey back over the OETA and is using Odyssey to transmit damaging and inaccurate material to OETA supporters and viewers. See Exhibit 25, Odyssey February 2019 Message ?om President. The Foundation Trustees even instructed Ms. Dowdy to turn over Odyssey in August of 2018, but apparently the Trustees cannot control her as she continues to use the publication to advance her self?interested and harmful agenda. See Exhibiz?26, Emaii?om Uiterback to Dowdy ofAugusi 7, 2018. Ultimately, this refusal of Dowdy to comply with the supervisory directives of her governing Board led to resignation of a well~respected Trustee. Dr. James Utterback complained in an email dated August 14, 2018 that it was disrespectful of the Foundation to not turn over the programming guide, Odyssey, to OETA and to produce content without involving OETA. See Exhibit 7, Robert Allen Deposition, Exhibit I 0. On July 28, 2017, Dowdy, called a meeting with Digital Network Specialist, Dan Bigbee. Unbeknownst to Mr. Bigbee, OETA Executive Director Mark Norman was unaware of the meeting or that the Foundation was attempting to gain access to OETA network. At the meeting, Mr. Bigbee was directed, without any prior authorization from or notification to OETA, to grant the Foundation access to state computer network and digital assets. Mr. Bigbee did not do so and he later reported that ?accusations of obstruction and un-cooperation 15 were made in an unprofessional manner. . . [a]t one point Ms. Dowdy began shouting.? See Exhibit 27, Dan Bigbee Letter oangast 10, 201 7. On May 11, 2018, Dowdy again attempted to force Mr. Bigbee to make changes to the OETA network and introduced Bi gbee to an unauthorized external information technology vendor, NVYA Technology. In addition to the impropriety of trying to gain unauthorized access to a state computer network, this is also an example of how the Foundation duplicates resources and wastes OETA funds. See Exhibit 28, Dan Bigbee Letter ofMay 15, 2018. The Foundation has made other improper attempts to control and direct OETA state employees without the consent or knowledge of OETA Executive Directors. In July of 2017, a report was made that Ms. Dowdy wanted to hire a new education coordinator because she did not believe the Curtis Calvin, the OETA education coordinator was doing his job but the Interim Executive Director of OETA did not agree with Ms. Dowdy. Ultimately, Mr. Curtis, the OETA education coordinator filed a complaint against alleging Ms. Dowdy and her staff created a hostile work environment. See Exhibit 29, Email ?'om Curtis Calvin dated February .2018. In addition to the Foundation?s substantial wasting of donor money, the quality of the unauthorized productions the Foundation has produced and distributed has been a cause of concern. Mr. Bill Perry, Vice President of Content, complained of the quality of programming that Ms. Dowdy was using OETA funds to produce, including hiring producer Mickie Smith as Director of Fundraising Production. See Exhibit 30, Emaii?om Bill Perry dated February 22, 2018. Furthermore, Mark Norman, the Interim Executive Director also expressed concerns with Ms. Dowdy?s unprofessional demeanor and inability to understand role in programming staf?ng and programing. See Exhibit Emaii?om Mark Norman dated February 13, 2017. Because the Foundation did not previously maintain necessary production equipment 16 ?41 nor has the Foundation ever had permission from OETA to use OETA funds for said equipment hiring a producer is duplicative and waste of resources. These duplications in staf?ng unnecessarily waste donor funds. OETA has a direct interest in the funds held by the Foundation for its bene?t, as well as an interest in donor information in the Foundation?s possession, both of which are in danger of being lost, removed, or materially injured. The Foundation is diverting resources intended for OETA by hiring staff and purchasing equipment to produce content all without the approval of OETA and in direct violation of OETA directives, including the purchase of a Cadillac for Ms. Dowdy. To illustrate the disparity in spending, the Foundation employs less than half of the employees as OETA and yet the Foundations expenses for administration, management and general expenses are substantially more than that of OETA. For FYs 2016, 2017 and 2018 the Foundation employed more than 16 employees per year and spent $2,798,981 for administration, management and expenses. For the same time period, OETA had 45 employees and expended only $1,910,156. See Exhibit 3.2, OETA Foundation Expenses per Audit and Certificate of Title. In a notable example of unnecessary diversion of donor resources, the Foundation spent substantial OETA funds to produce ?Mosaic Oklahoma? with the expectation the programs would air on OETA even though OETA explicitly communicated that any content generated using its donor funds that did not involve OETA from the inception stage would not be aired. Because OETA retains full authority over on?air programming in accordance with the 1992 Agreement, OETA must approve all proposed programming. Mosaic Oklahoma did not follow the approval process and when OETA ?nally had the opportunity to view the program OETA pulled it from the air because it did not meet non?commercial education guidelines. Dowdy is listed as the ?executive producer? of Mosaic Oklahoma, and the Foundation?s custodian, Linda Sneed, and maintenance employee, Michael Thompson, are listed as ?development personnel?. See 17 Exhibit 33, Mosaic Webpage. Former Chair of the Trustees, Jim Utterback, disagreed with the production of Mosaic which ultimately was one of the reasons he left the Foundation board. See Exhibit 7, Robert Allen Deposition, Utterback email dated August 4, 2018 Exhibit 10. The Foundation has changed locks in the Robert L. Allen Telecommunications Center (the ?Center?) which is leased by OETA and prevented OETA staff from accessing parts of the Center, all without OETA authorization. See Exhibit 34, Photos of Foundation Signs Preventing Access. After this situation became untenable OETA informed the Foundation they would have to vacate the Center. See Exhibit 35, December 14, 2018 Letter?om King to Dowdy. They have refused to vacate the Center and continue to wrongfully prevent OETA from fully accessing their leased property. See Exhibit 36, December 29. 2018 Letter ?om Dowdy to King See Exhibit 37, Lease between Gri?in and OETA. Under Ms. Dowdy?s direction the Foundation has waged a war against OETA by denying needed funding, prohibiting access to part of their shared building and denigrating staff and attacking morale suf?cient enough to cause Mr. Robert Allen, known as ?Mr. because of his long history with OETA, to leave his position as a Trustee because Ms. Dowdy is ?hell bent on having her way in every workplace relationship and through manipulation, deception, rudeness and drama, is leading her staff down this same I pray this abusive behavior will stop.? See Exhibit 7, Robert Allen Deposition, Exhibit 1 1. Mr. Allen recently testi?ed that if Ms. Dowdy is allowed to continue exhibiting these traits, ?it will severely damage OETA for years to come? and ?[d]amage the reputation, the operations. . . [i]t could even affect state appropriations, which is vital to OETA. . and the harm ?could be irreparable.? See exhibit 7, RobertAZien Deposition page 45, line 11?24. page 46, line 2?6, 8-9. Three Trustees, Dr. James W. Utterback, Barry Beauchamp and Bob Allen, have left the Board due to Dowdy?s abuses as president of the Foundation. Mr. Allen attributes the cause of these resignations ?directly to Ms. Dowdy.? See Exhibit 7, Robert Allen 18 Deposition, page 42, line 11?12. Mr. Beauchamp resigned from the Board of Trustees of the Foundation on June 26, 2018 stating that ?it is obvious that our conversation today with [Dowdy] did not mean anything to her. She believes only she understands how this should be handled.? See Exhibit 7, RobertAiien Deposition, Exhibit 10. Mr. Allen, to whom much of growth and success can be attributed, left the oundation?s Board of Trustees after being accosted by one of Dowdy?s senior employees. Mr. Allen stated in an email on July 27, 2018, to Dr. Utterback, then Chair of Board of Trustees, that ?[a]fter having served and supported the Foundation as a charter member for more than 35 years, and given my health and age, I decided it was time to resign, and not stand for re?election, before [Dowdy] leads our Foundation over the added). See Exhibit 7, Robert Aden Deposition, Exhibit 10. Recently, Mr. Allen testi?ed that it appears to him that if Ms. Dowdy continues to behave as she has in the past he still believes she will lead OETA over the cliff, and he ?pray[s] something can be to alleviate the threat.? See Exhibit 7, Robert Alien Deposition, Page 40 line 1?5, 17-19. C. It is imperative that swift action be taken to prevent further damage to OETA and appointment of a receiver is the only plain, speedy and adequate remedy available to OETA. Incredulously, in an article that appeared after Board voted to terminate the relationship, Ms. Dowdy claimed that ?the Foundation plans to continue to work in support of See Exhibit 38, Current Articie, January 2019. OETA needs a receiver to be appointed immediately to protect OETA, its donors and the funds they contribute to support OETA. resolution makes it clear that it does not want its name associated with the Foundation and they must stop using the OETA name, logo and likeness to raise money and yet the Foundation is intent upon using name to raise funds from donors who believe they are supporting OETA public television. Each day the Foundation is disrupting operations as evidenced here. The Foundation is using the OETA donor list to raise money under the guise of 19 ?support? to OETA, but without turning funds over to OETA, manipulating the dispute in public in the news and on social media and turning donors against OETA. The Foundation is damaging fundraising capabilities and reputation which will cause damage now and in the ?iture. Without access to its funding and donor list OETA cannot continue to operate. donors will lose con?dence and contributions will suffer. Currently, there is no other immediate available remedy which can protect the funds during the duration of this litigation. Left unchecked, the Foundation can do serious and possibly fatal damage to OETA. CONCLUSION WHEREFORE, OETA joins Attorney General Mike Hunter?s Motion for the Appointment of a Receiver and prays that this matter be set for a date and time certain, with due and proper notice given to all interested parties, in the form and manner prescribed by law; that a hearing hereof, a receiver be appointed by this Court as a receiver of the Foundation, including all of its funds, assets and property, in Foundation?s possession and control and to account for all funds and prevent further waste and to assume control of the day to day operations of the Foundation; that OETA be granted all fees, costs and expenses associated herewith, including reasonable attorneys fee; and, that OETA be granted any and all such further relief to which it may show itself justly entitled, either in law or equity. 20 Respectfully submitted, AW Michael Burrage, OBA No.1350) Patricia A. Sawyer, OBA No. 30712 J. Renley Dennis, OBA No. 33160 512 North Broadway Avenue Oklahoma City, OK 73102 Telephone: (405) 516?7800 Facsimile: (405) 516?7859 mbmrage@whittenburragelaw.com psawyer@whittenburragelaw.com jdennis@whittenburragelaw.com ATTORNEYS FOR DEF PARTY PLAINTIFF CERTIFICATE OF MAILING This is to certify that on the it 2 day of March, 2019, a true and correct copy of the above and foregoing was mailed to: Frederick J. Hegenbart, OBA No. 10846 Kent B. Rainey, OBA No. 14619 Adam S. Breipohl, OBA No., 32358 525 S. Main Street, Suite 700 Tulsa, OK 74103 Telephone: (918) 585?9211 Facsimile: (918) 583?5617 Email: fredh@rfrlaw.com borainey@rfrlaw.com adamb@rfrlaw.com ATTORNEYS FOR PLAINTIFF AND DEFENDANT S, OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY FOUNDATION Stacy R. Morey, OBA No.16699 Chief Assistant Attorney General Malisa McPherson, OBA No. 32070 Deputy Chief Assistant Attorney General Consumer Protection Unit 313 NE. 21St Street Oklahoma City, OK 73105 Telephone: (405) 521?3921 Facsimile: (405 522?0085) ATTORNEYS STATE OF OKLAHOMA FOR Patricia Sawyer 21 IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHONIA OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY FOUNDATION, INC., Plaintiff, V. Case N0.: OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY, Defendant/Third Party Plaintiff, v. REID, MIA MASCARIN OVEN, LINDA GARDNER, P. DAVID GILLETT, AND DAPHNE DOWDY, Third Party Defendants AFFIDAVIT OF GARRETT TREY KING STATE OF OKLAHOMA COUNTY OF SS 1, Garrett Trey King, being first duly sworn upon oath, do hereby state as follows: 1. That I am a member of the Oklahoma Educational Television Authority since 20-April-2015. 2. That I am the Chair of the OETA Board of Directors since 23~August-2016. 3. have read Defendant/Third?Party Plaintiff Joinder in the Motion for the Appointment of a Receiver ?led by the Oklahoma Attorney General and, to the best of my knowledge and belief, the facts stated in it are true. FURTHER AFFIANT SAITH NOT garrett Tre?l?ng Subscribed and sworn to before me this 15 day of March, 2019. ROBBIN D. JENNINGS NOTARY PUBLIC- STATE OF OKLAHOMA MY COMMISSION EXPIRES MAR. 02 2023 COMMISSION 15002125 a Publlc I My Commission Expires: WW M23 Commission No.: 621/ 25-4 Resolution of the Board of Directors, Oklahoma Educational Television Authority (OETA) PRESENT 8: VOTING IN FAVOR OF PASSAGE: Terri Cort/zen: James Gallogly, Burns Horgz?s, Joy Ho?nefster, Cody Immn, Glen Johnson, Garrett King, Suzanne Lair, and Clarke Strand WHEREAS, the Oklahoma Educational Television Authority Foundation, Inc. (?Toundation?), ?led a lawsuit against the Oklahoma. Educational Television Authority styled as Oklahoma Educational Television Authority Foundation, Inc. v. Oklahoma Educational Television Authoray, Case Number on 6~Decen1ber~2018, in an apparent attempt to damage reputation among its donors and in the community and assert control over the operations of WHEREAS, 1982 Okla. Sess. Laws 607, SB 454, states: I It is the intent of the Oklahoma Legislature that the Oklahoma Educational Television Authority seek ways to encourage contributions by private individuals, companies, foundations, corporations and others in the private and public sectors by cooperating with a public, nonpro?t foundation. Such foundation would operate for the exclusive purpose of receiving, investing and expending privately donated nonstate appropriated funds for educational and eleemosynary purposes related to the support, promotion, development and growth of educational and public broadcasting in Oldahorna. The Oklahoma Educational Television Authority shall make a full report annually on the activities of the nonpro?t foundation to the Governor and the Legislature. WHEREAS, the 3?February~l983 Articles of Incorporation of the Foundation provide in part, that the Foundation exists: receive, invest and expend privately donated non-state appropriated funds for educational purposes related to the support, promotion, development and growth of educational and public broadcasting in Oklahoma. This corporation shall direct all of its efforts to the support of the Oklahoma Educational Television Authority, a state agency created by the Oklahoma Legislature, hereinafter referred to as OBTA. In this regard, [the Foundation] shall create a fund to be used for any program, project or enterprise and undertaken in the interest of OETA, to fund, support and maintain the operating of such other projects and programs the corporation may ?om time to time deem advisable and to provide Page 1 of 3 ?nancial support to all personnel who may be required in the operation and administration thereof, and to foster and promote educational and cultural interests in the State of Oklahoma. (emphasis added); WHEREAS, all assets, funds and property held by the Foundation are heid for the exclusive use and bene?t of WHEREAS, the Foundation has not made ?nancial disclosures to OETA irrespective of request of such disclosures and is improperly withholding information thereby preventing OETA from ful?lling its obligation to (1) report to the Legislature and Governor; (2) report to the Corporation for Public Broadcasting and (3) comply with Federal Corporation Commission (FCC) rules and procedures thereby potentially placing broadcasting licenses injeopardy; I WHEREAS, the Foundation is withholding funds and placing restrictions upon said funds not imposed by the donors of said funds; WHEREAS, OETA entered into an Agreement with the Foundation on the 26th day of February, i992 (?Agreemen WHEREAS, Section 12 of the Agreement provides the option to terminate said Agreement upon 60 days? written notice; WHEREAS, OETA has determined that the relationship with the Foundation has become untenable and termination of the Agreement is the only viabie option; WHEREAS, OETA has determined that it is in the best interest of OETA, the State of Oklahoma, the citizens of Oklahoma and donors that the Agreement be terminated at the earliest possible date; - WHEREAS, OETA desires to give written notice to the Foundation that said Agreement is terminated; and WHEREAS, by reason of the actions taken by the Foundation, OETA has had to retain and engage legal counsel and entered into an Attorney?Client Contract approved by the Oklahoma Attorney General on 29?Novemberu2013. THEREFORE, IT IS RESOLVED BY THE BOARD OF DIRECTORS OF THE OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY (OETA): 1. THAT, it is hereby declared to be the intent of the Board of Directors of OETA to terminate the Agreement between OETA and the Foundation dated 26?February-1992. 2. THAT the Agreement is hereby terminated, in accordance with Section 12 of the Agreement, 60 days from notice to the Foundation or sooner if permitted by law. 3. THAT, the Chair of the Board of Directors of OETA is hereby authorized and directed to give written notice to the Foundation of the intent to terminate the Agreement. Page 2 of 3 4. THAT, it is found and determined that the Foundation is to immediately relinquish all assets, funds, information, and property being held for the bene?t of OETA, as directed by OETA. 5. THAT, the Chair of the Board of Directors for OETA shall have the full and necessary authority to carry out the terms of this Resolution and is hereby authorized to execute or Sign any documentation or perform such acts necessary to effectuate this Resolution, including but not limited to: protection of name, images, logo and likeness; enforcement of the l4-Dece1r1ber~2018 notice to Foundation to vacate the premises at 7403 North Kelly Avenue, Oklahoma City, Oklahoma; and transfer of OETA assets, funds, information, and property held by OETA Foundation for the bene?t of OETA, as directed by OETA. 6. THAT, the Attorney~Client Contract approved by the Oklahoma Attorney General on 29~ November-201 8 is hereby adopted and rati?ed. 7. THAT, the Chair of the Board of Directors for OETA shall have the full and necessary authority to facilitate ability to engage, for both near and long-term cooperation, with a new charitable foundation as authorized under 1982 Okla. Sess. Laws 607, SB 454- and to report on actions taken relative to this provision to the Board during its next regularly scheduled meeting on 26-Februaryu2019. 011 be}: alfofthe Board of Directors ofthe Oklahoma Educational Television A uthoritv 0E TA): Garrett T. King, Ed. Chair 8-eruary-2019 Page 3 of 3 Ch. 260 LAWS LEGISLATURE SEGTION 8. Judicial Nominating Geminissionm?ppropriation There is hereby sporoorieted to the Office of the State Supreme Oourt, from any monies in the General Revenue Fund. of the State Treasury, go; the fisoal year ending June 30, 1983, not otherwise eporeprieted, the sum of Three'Thouseed Dollars or so much thereof. as may be necessary to my the operating expenses o? the Judicial Nominating (3913.: mission. SECTION 9. Limitation on expenditure of fumis The funds appropriated in Sections 2, 7 and 8 of this act may be ex? pended only for the purooses specified to said sections and shall not be available for treosfer to any-other amount appropriated in this act. SECTION 10. Fiscal year ?mim?onsmLapee date The aooropriatiooe made by this set sheli be subject to ?scal year limo tetions and may be encumbered through June 30, 1933. Any unexpended funds remaining after November 15. 19.83, shall Iaose and be transferred to the credit of the proper fund for the then current fiscal year. SECTION 11. Severob?ity The orovisions of this act are severeble end if; any part. or provision hereof sheli be held Void the decision of the court ?sohol?ing shall not ef- fect or impair any of the remaining oerts or provisions of this act. Aoproved May 14, 1932. Emergency. TELEVISION AUTHORITY CHAPTER 261. AN ACT RELATING TO THE GKLAHOMA EDUCATIONAL TELEVI- SION MAKING AN APPROPRIATION STATING THE EXPRESSIHG PROVIDING FOR APPOINTMENT, DUTIES AND COMPENSATION OF PROVIDING FOR SALARY OF THE LIMITING NUMBER LIMITING EXPEND- ITURES FOB. SALARIES AND PROVIDING DEULARING AN EMERGENCY. Be it mooted! by the People of the State of Oklahomo: SECTION 1. Ayproprietion There is hereby appropriated to the Oklahoma. Educational Television Authority, from any monies in the General Revenue Fund of the State Treasury, for the fiscal year ending June 30, 1983, not otherwise 3.119330- prieted, the following amount, or so much thereof as may be necessary 1:0 provide educational and public broadcasting Services and to carry out the other duties imoosed upon the Oklahoma. Educational Television Authori? ty by m' EXHIBIT Personal Services ?e $1,460,363.00 Equipment 15 ,5 07.06 5 336,163.08 Other Operating Expenses TOTAL $1,812,043.80 SECOND REGULAR SESSIONWIQSE Ch. 261 SECTION 2 Nonprofit foundation?Intent of Legislature 16 It is the intent of the Oklahoma Legislature that the Oklahoma Educa~ tional Television Authority seek ways to encourage contributions by pri? vate individuals, companies, foundations, corporations and others in the private and public sectors by cooperating with a public, nonprofit founda~ tion. Such foundation would operate for the exclusive purpose of receiv? ing, investing and expending privately donated nonstate funds for educational and eleemosynary pnrposes related to the support, promotion, develoyment and growth of educational and public broadcast? 111g in Oklahoma The Oklahoma Educational Television Authority shall make a full report annually on the activities of the nonprofit foundation to the Governor and the Legislature. SECTION 3. Appropriation It is the intent of the Oklahoma Legislature that Fifty Thousand Dol? lars 000. 00) of the amount appropriated by Section 1 of this act in-- cluded in the line item for other operating expenses be used for promo- tional and educational activities related to receiving a newly available Oklahoma Educational Television Authority signal in areas Where the Ann thority?s translators are located. SECTION 4. Employeestuties and compensation 16 The Oklahoma Educational Television Authority shall appoint and fix the duties and compensation of officials and employees necessary to per? form the duties imposed upon the Oklahoma Educational Television Au? thority by law. The salary of the Director shall not exceed Thirty-nine Thousand Dollars 000. 00) per annum, payable. for the fie- cal year ending June 30,1983. The number of full?time equivalent enr- ployees utilized in the operation of the Oklahoma Educational Television- Authority shall not exceed a yearly average of sixty?nine (69) during the fiscal year ending June 30, 1983, except as may be authorized under the provisions of Section 3603 of Title 74 of the Oklahoma Statutes. The to tal funds from all sources expended by the agency for the payment of any payroll salary or wage, including tax-sheltered deferment contractsautho- rized by state statute, shall not exceed OneMillion Two Hundred Forty? three Thousand Nine Hundred Eighty Dollars during the fiscal year ending one 30,198 3 SECTION 5 Fiscal year limitations?Lapse date The appropriation made by this act shall be subject to fiscal year limi- tations and may be encumbered through one 30,1983. Any unexpended funds remaining after November 15, 198 3, shall lapse and be transferred to the credit of . the proper fund for the then current fiscal year, SECTION 6 Severability The provisions of this act are severable and if any part or provision hereof shall be held void the decision of the court so holding shall not af- fect or impair any of the remaining parts or provisions of. this act. Approved May 14, 1982. Emergency. 15- ?24 '0.S.Supp.1982. 235(59) 110116- AMEHQEDI ARTICLES OF 0F QKLAHUMA EDUCATIONAL ., - A NON-NIGHT 5mm 02? OKLAHOMA, mg MAY 26' 7993 3? as I MHGM or OKLAHOMA A SEC . GE TO THE SECRETERY OF STATE OF THE STATE OF KNQW ALL MEN BY THESE PRESENTS: WE, tha undersigned inmorporatars: ADDRESS CITY AME STATE Rahert L. Allen 5117 H.9i 19th $ertaae Oklahama City, Oklahoma Dr. Wa304 Burris 2720 Robin Altua, Gkiahama Dr. anin Vimayard 232 S. Pine Tunkawa, Oklahoma being parsong legally competent to eater into unnttacts Ear tha purpnaa nf farming a nan-profit carpora?ien under the Easiness Carporatimn Act of Stata of Oklahmma, Saution 851, da hereby adopt the folluwing Articles cf Incorporatimn* I MAKE: Th3 name of thia Corporation is leahoma Educational Telgh viaiun Authurity Foundation, Inc., a nu?wprofit corpuratiu?. ARTICLE E1 PRIRCIPAL OFFICE: Tha addregalcf its ragistered B?fice in the State of ORIAH homa is ?403 EL Kaila? Avenua, in the city of Oklahoma City, County 9f Oklahnma, and the name of its registered agent is Robert L1 Allen, 0f tha same address. ARTIGHE Ii} gg?umum?r Gamaamztm: Thia corporation is farmad Eot charitabia, eduuahional and scientific purposes and has no stated capital. Ho part of net earnings o? the corporaticn shall inure to tha benefit mi, at be ?distributable to its mambers, trustees; officers, or ather grivate persona, excepL that the carporatinn shall be authorized ampowerad to pay reasonable compensation for services ran? darad and to maka payments and distributions in furtharanca nf tha purpmsas aet ?orth in Articla hereof. No substantial part 0f the activities of the carporation shall be the carrying en mi prupaganda, or otharwiae attempting to infiuenca legislation, and the carporation shall not participate inf a: intervene in (in? cluding the publishing or distribution 06 statements) any polit? ical nampaign on behnl? of any cundldata for gublic o?fice. Notwithstanding any nthar pxnviainn of theaa articleST curb paration shaii nut carry on any other activitiea not garmittad t0 be carria? on by a corporation exempt from federal incnme tax under Bection 501(c)(3) cf the Revenue Code of 1954 (or the provision of any Eutura United S?atea internal RaVenug Law) or by a curpnratinn, contributinns to which are deduatibla undar Sectiuu 170(c)(2) af the Internai Revenu? Gada of 1954 (or the pravision of any Euture ?United States Intarnal Revenue Law)? TERM: The term for which this surpora?ion shall exist shall be Fifty (50) years. ARTICLE Tha purpoae f?m which th15.corporatian is formed 13 Lo naive; invest and axpand privately donated nonwstate funds for educational purpuaes related to the support, prcmotion, develcpment and gruwth of aducatianal and public broadcasting in Oklahoma. This carporation shall diract all its afforts to tha guppart of the leahoma Educatianal Talevisiun Authcrity, a state agency created by the Oklahoma Legislature, hereina?ter rafarred to as OETA. In this regard, it ahali craate a fu?d to be used for any program, project :or mxterpris? and undertaken in tha intereat o? UETA, ta fund? sgpport and maintain tha operatian of gamma HERM- such nthur projeuLa and the rnrparaLinn may from time to time deem advisabla and Lo provide financial Support to 311 puraaunel who may be raquired in Lh? operation and adminlatratian theraui, and to inaLnr nn? ptnanv udUeaLiannl and cultural intanaata,in tha Sta?a DE Okinhama. ARTICLE VI mm= For the Eartharance of the nbjects and purpasea oi thia corw paration, it shall have power to: To ante: ?ute contracts, to Su? and be sued, and to have a seal; T0 borrow maney and give its notes or uther obligations therefor, and to secure payment tharEoE by ple?ging, encumhating, and any property it may own; To sell, cGnVey and dispose of any Baal, personal or mixad property it may own; Cd) Ta receive and administer funds for scianti?ic and i educational purpdSaS: To take and hold by baquest, devise, gift, at laasa. either absaiutaly a: in trugt any property, real, personal or mixed, Without limitatiOn 39 tm amount or valua; To aWn* a?quira, held and manage Bach reai and par? sonal preparty as may be reasonably nacassary ?at the busineaa and abjects of thia corpnratinn; Tu hell, convey, and dispose of any property an? t0 inVast, reinvest, Dr diapnse Qf the principal th?rea? or tn deal with and axpand tha income for any of the abeVawment10?3? puryoaes withaut limitatiun, except such limitati?ns, if any, as may be contained in tha instrument under which such property is receive?; To receive any property, real, petsonal, or mixed in txugt under xhe tezma of any will at ether truat inn strumant and in a?miuistaring the BaMe to carry out tha directians and canny out the powara contained in the trust inatrumevt Undan whiuh the property is naceivad, including the expenditure of ?he principal, am well as the in?ame, Ear any one or more of the above?mentioned . . ?1 . . purposes, if autha?izad a: :iirected in the trust in- strument under which it is ruceivad; To raueive, Laka Litla tor hnid and nae the proceeds - and income oi stacks. bands, obligations and other eaauritiea of any carporation demestia or Eoreign; In general, to exercise any, all and every power be which a nunwprofit corporation organized under tha provisions cf the laws of the State of Oklahoma for scientific and educational pu?posa? can ha authorized t5 axarciae; To hire any and all aithar as norm mal employees or as aanttacted servicas Whi?h the Trustees may necesaary' 0r expedient. Such per~ sounei ahall inciu?e, but nut be limited to, manager- ial, secratarial oz professionai, as the Trustees may daam appropriate. ARTICLE VII PROPERTY OF HERBERS SUBJEQE TO DEBTS: Eha private property or the mambara of thia corporation shall mat ha subjected to the pagmant 0E actpotate debts; and ma member ghall be liable far the dabta u? the carpnratiau to any amount. ARTICLE V112 The mamhers of this corpntatinu shall be aonatituted of tha to these Articles. ?The quaii?ications cf additiunhl members, mode cf eleution and terms of admission shall he praw vided far in the aE this aorpuration. ARTICLE IX GOVERHMENT: Tha original government of this cargoration shall be veated in the thrae named incetpotators acting in the vola of a Boarg of Trusteaa? This threa~parson Baard of Trustees shall prepare gr gauge to be prepared the By~Law5 for gaveruance of ?he corpnran tion. Said BynLaws shall ptovide for a Board n5 Tragteea cf no more than members and shall provide tha entrant chairman and the curtent directot o? the Authurity tn sarve 33 um?glvu?u?n, Iowa-Hg? (Mm-x SE Traateag(?c? ?ne or more past chairman to serve as Trustees. The Bwaawa a all atata terms of quaiifica?iona? manner qf gela?ti??. pawEra and autiea, and other aasentiaia of gavernancei Tha names and aadrasaea of Lhasa persona constituting the Board of Trustees; are as fallowS: ADDRESS TENURE Robert Lr Allan Oklahoma City, Oklahema 3 Yaara Dr, W1 C. Burris Alths, Oklahoma 3 Yaarg Dr. Edwin Vineyard Tonkawa, Oklahoma 3 Years ARTICLE OF DIRECTORS avg Every persun who is or has baen a director at o??icet of this corporatinn shail be indemnifiad and hal? harmlags by the gorgoratiuu and against all costs an? axpenses which may he? impnsed upon or :easonahiy incurred by him in cannectian with or arisingrout of any claim, action. suit or praceediug in which he may be?invulved by reason of his being at having been a dirautor gr Qf?icer ef this carporaLiOD whether or not he continues to be a direator or ufficcr at the time such costs and expansas are impoaad or incurred. ARTICLE X1 Upon the diesalutian pf ?ha awrporatiO?, the Board 9E Trugr ?ees Shall, after paying at making provision for the payment 0E all 05 the liabilities of the corpnratiun. disposa of all of tha assets cf the carporatian? axaluaively for the purPQSaE o? the carporati?n in such mannar, or to such organizatian or organiza~ ?iona?organizad and operated echuSivaly EOE charitable, educa- t10nai. raligious. or scianti?ic purposes as shall at th& time quali?y as an exampt ntganizatian or organizatiuns under Sectinn 301(c)(3) of the Internal Revenue Code ef? LSBQ (or the curresu pending prnvisian of any future United States Internal Revgnue Law), as the Board of Truateea shall determiae. Any such assata not an diaposed of shail be diapnsad cf by the District Court vi the awunty 1:1 which ?the principal office of tha corporatian is than locatad, exclusivaly ?or auah purpaaes at pp such Drganizaw tiun or organizations* as sai? Caurt shall determine, which are organizad and oparated exclusivuiy for SUch pubpoaes. uwlmmaw. I The membara ahall have power Ln presuriba and enfotoa By? Laws far the governmunL nf Lk ?Qrpoc?Lion and LLB officers consiatent with thaae Artie 5. ROBERT L, . W. G. BURHIS 1? Aggaw? . h; . BR, EDWIN VENEYARD ,2 gm OKLAHOMA 3 33. mum Before me, the undaraigned, a noLary public, in and for said cdunty and state, on this ,2 day of 198 personally appeared Robert L. Allan, Dr. W. Ci Burris a Dr? Edwin Vineyara, to me to be the identical persons who exacuted the within and faragoing insirumenL and to ma that they execu? ted the same as ?hair free and voluntary act and dead far the uses and purposes therein set forih. Given under my han? and seal the day and year last abOVe written. "Fag?mx?%??J Cfgz?ad?h~a Not?zy Puhlic My Commiasion Expires: 6 2e 4% Era? AGREEMENT This Agreement is made and entered into this 3&1: day of Em, 1992, by and betwaen the Dklahama Educational Teievisian Authdrity, public: Board licenaed by the Federai Communica?ans Commission {herdina?er known as and the Oklahoma Edudatidnal Talevisiazi Authority Foundaddn, Ina, a corpura?en erganized under the laws c-f the Siam (31? Oklahoma (hazeina?er Imam as ?Faundatidn?. REQITAIS WHEREAS, (ETA and ?ne Foundation have developed a success?fdl funding parmership betwam public and yrivate ?nancing resources 10 mm the proper and steady grawth of educational and public television services to all citizens {If Gkiahoma; and WHEREAS, pursuant to Title 70 0.3., $33?19}, the Oklahoma lsgislam stated its intent and purpuse ta make educatiemi teIevisiori services available to ad leahama citizens cm a coordinated statewide basis under the direction and supervision of the Oklahoma Educa?cnai Televisidn Authority; and WHEREAS, the BETA Feunda?em Ind. is a private, den-pro?t drganizatian and was established in 1983 as a resu?t $33 5.3. 454 passed by the 1932 leahoma Legislamm, which expressed legislative intent that the Oklahoma Educatienai Television Authdrity seek ways in 61100ng wadibu?ong in the private sedan by cooperating with a nosrpm?t mandation; and WHEREAS, Since its inceptien in 1933, the Pausda?dn has aperated for 1116 exctusive purpdse of receiving, inves??g dud expending privatsly de?ated nommte ?mds far educa?anal and gmdses related to the suppn?, prdmutien, ddvelupmant mad growth at? cduca?dnal and public braadcas?dg in leahoma; and WHEREAS, the Fandatiod has been-and cantinues to be. an exca?ent model of a yrivate, non-pro?t organization created. to support the growth of educational and puhiio hroadoasting; and WHEREAS, the Foundation has established relationships of mutual trust and con?dence with its many private contributors and, to insure ?nancial has annually been audited by an hidependent cerij?eci pubiic accountant; and WHEREAS, the inherent reason for the Foundation?s success has been the ability of the Foundation to more its many private contributors that their donations will enhance the quality of public programming and win not merely be considered as replacement funds for legislative appropriations; and WHEREAS, the Foundation has raised private funds from citizens, corporations and foundations to pay for programming and programming related expenses and such programming purchases on behalf of (BETA have restated in more and better offerings to the public; and WHEREAS, both. aotl the Foundation reaf?nn their longstanding commimleot to autonomy and independence of judgment in programming and broadcast matters and in the beIicf that this agreement ?irther accomplishes that end; and WHEREAS, the BETA and the Foundation are separate legal entities, both existing for the purposes of support, promotion, development and growth of educationei and public broadcasting in Didahomo, it is the desire of the respective parties to enter into this Agreement to delineate mutually supportive obligations god responsibilities, While maintaining separate-Bess of function and accountability to the public; hereby served; and Heritage Media Corporation has donated the Channel 43 license, transmission line, antenna, transmitter and master control equipment in Oklahoma City to the Oklahoma Educational Television Authority; and WEREAS, the: BETA Foundation has established ils new headquarters at 11901 N. Eastern through the acquisition of the remaining (31133113143 assets inoluding 95 acres of land, a 20,000 square foot studiofof?oo facility and 1595 foot tower. NOW. THEREFORE, for adequate and sufficient consideration of which are it is hereby agreed, understood and acknowledged by and between BETA and. the Foundation tha? 1. The Foundation will provide to OETA designated public programing, including programming dove-layman: sod promotion, all to be paid for by Foundation funds derived from private contributions from. isdividuals. corporations. 3er foundations. 2. ?Ilse Foumiatios will assist BETA by providing noosommeroial, educational and public television programming, the nosessary of?ce/saidbftower space anti staff for the operations of Channel 43. 3. The Foundatiozt will provide management of the 3?ng Emiownzent that was established in 1983 and that funds for who Endowment will continue to come from such ?nding sources as program undomrzitiog, endowment grants, unrestricted grants. Moms: earned on invosonoms. carryover funds, if any, and planned giving. 4. The Foundation will be responsible for paying for programming, promotion and development staff salaries. Foundation facilities, development activities, new program dovelopmont, as well as speci?c oompononts of programming schedule (as described in paragraph 1). 5. in tho interest of loaning that mails and Foundation moos- romaizl sopsmto and can to properly accounted for, tho Foundation will reimburse sotosl cost to OETA for employees? time. and facilities use: durissg development and fundraising activities. 5. In. the interest of insu?og that OETA funds and Foundation romaiu separate and can be propesly accounted for, the Foundation will robshuxss BETA fair market value cost for tho utilization of offico Space on so ss~noociod basis by Foundation omployoos in accordancs with state proceduros and law. 7. All state ?ooding will ?ow into OETA and that GETA will pay for BETA. staff salaries, oral?air operations anti other oporatlog expenses, BETA facilities and equipment, local productions such as news or coverage of the legislature. 8. BETA has legal responsibility for all operations and programming. 9. BETA retains the ultimate responsibility for anything it broadcasts and. therefore, must retain the right to reject or refuse my program which OETA believes to be unsatisfactory or unsuitable or contrary to the publio interest. GETA retains the right to preempt any and alt programs in the event of great urgency or importance to satisfy its poblic interest steedaxd. 10, Eoth BETA end the Foundation are governed by their respective separate existing Boards. 11. In the interest of teeming ongoiag communication and encouraging cooperation, the OETA and the Foundation agree to create a Joint Coordinating Council consisting of the officers of both Boards to serve as a forum for: dovelophg general policy and for making necessary recommendations to the resoeetive Boards of (ETA and the Foundation, if needed. 12. Either party may terminate this Agreement upon sixty (60) days written notice to the other party: Notice shall be it: writing and shall be deemed to have been duly given if personally delivered or mailed certi?ed mail, rotten receipt requested: a. if to to: Executive Director Oklahoma Educational Television Authority N. Kelley Avenue Oklahoma City, GK 73113 b. if to Foundation, to: Manager Oklahoma Educational Television Authority Foumlatim 11901 N, Eastern Avenue Oklahoma City, 0K 7313i or at such address at party may, from time to time, furnish to the other party by a notice given in accordance with the provisione of this paragraph. 13. This Agreement is the complete and entire agreement and sopersedea any and all other Agreements either oral or in writing between the undersigned parties. This Agreemeot shall be modi?ed only by subsequent writing signed by the parties hereto. 14. This Agreement shall bf: gevemed by and summed in accardame with the iaws 0f the State 01? Oklahoma? IN W8 WHEREGF, the parties harem have executed this Agreement: as of the date ?rst written abcve. My Commissien Expires: 8Jan11ary?20 19 Via Hand Deliverv To: Ok/Tahoma Educational Television Authority Foundation, Inc. (?Foundation Board ofTrusz?ecs Reid, Acting Choir Daphne Dowdy, Foundation President Mic Oven Linda Gardner P. David Gilles P. O. Box 13620 Oklahoma City, OK 73113 Re: Termination of Agreement executed 26?February?1992 between BETA and the Foundation (?Agreement?). OBTA Foundation, Inc. Board of Trustees: The Board of Directors of the Oklahoma Educational Television Audiority held a Special Meeting on January 8, 2019 during which it passed Resolution which authorized termination of the Agreement. Thus, this letter serves to provide sixty (60) days written notice of termination as required in Section 12 of the Agreement, effective 28~ February?2019. This termination concludes relationship Wl?l the Foundation. Although the relationship between the parties ?ourished for decades, it has become untenable in recent years. This impasse occurred despite efforts in good faith over a1nulti~year period to reach a resolution which would allow each party to be successful in their distinct and clearly-delineated paths to enhance public television for all Oklahomans and to maintain honored distinction as America?s most-watched Public Broadcasting Service @138) station. Instead, the Foundation began a strategic public disinformation campaign aimed at undermining OETA in the hearts and minds of donors, citizens and public of?cials. Because the Foundation used donor and grant dollars to engage in duplicative and miauthorized activities, to attempt undue in?uence over the operations of a state agency, and to initiate a costly and I frivolous lawsuit the Board of Directors of OETA was forced to take this action. Additionally, he advised that, although Board action is not required, Resolution 08~2019 rati?ed decision to evict the Foundation from the premises at 7403 N. Kelley Avenue, Oklahoma City, Oldahoma. This decision became necessary after the continued escalation of actions by the Foundation including but certainly not limited to changing locks and making alterations to offices, restricting access to state workforce, interfering Page 1 of 2 3.1-3 - with the day to day operations of the state agency, and attempting to hack state computer network. Therefore, the OETA Board of Directors has directed those actions necessary to protect the generous charitable contributions of donors and the investment of the taxpayers of Oklahoma. OETA will continue to work with the Oklahoma Legislature and with its federal regulatory agencies and associations to provide powerful public television for all Oklahomans. Sincerely, Garrett King, M. Ed. Chair, Board of Directors Page 2 of 2 CLAIMS FOR RELIEF Count I: Deeiaratomr Relief 28. OETA incorporates the allegations in paragraphs 1 through 27 above as if fully set forth herein. 29, OETA can designate a public non?pro?t to encourage contributions by pritrate individuals, companies, foundations, corporations and others in the public and private sectors. 30. OETA has the right to designate and enter into an agreement adtli another public non-pro?t foundation for the 131111.30 se of encouraging contributions by private individuals, companies, foundations, corporations and others in the public and private sectors. 31. OETA has the right to terminate the Agreement with the Formdation. 32. If DELTA designates another public non?pro?t inundation as its charitabie partner, OETA can request ali the funds, property and assets Plaintiffs have received and invested to be transferred. to designated public nonpro?t foundation, and Plaintiffs are required to immediately transfer all funds received and inVested to OPENS designated public nonpro?t foundation, 33. Any and all funds received, managed and invested, including all funds in any endowments, are for the sole and exclusive use and bene?t of OETA. 34. Plaintiffs owes a ?duciary duty to OETA as the trustee of funds of held for the sole bene?t of OETA. 3 5, Funds, assets and property resented, invested, and! or managed by Plaintif?s are held in constructive trust by Plaintiit?s for the bene?t of OETA. 3 6. OETA seeks against Plaintiffs pursuant to 12 0.8. 1651 at. seq, that an actual, justiciable controversy exists between the parties and a declaratory judgment setting forth their rights and obligations to the funds is necessary. 37. Accordingly, OETA seeks a declaratory judgment as follows: A. A declaration from this Court that OETA can designate a public nonpro?t foundation to encourage contributions by private individuals, companies, foundations, celpotations and others in the public and private sectors, B. A declaration from this Court that OETA has the right to designate and enter into an agreement with another public non-pro?t foundation for the purpose of encouraghig oontxibntions by orivate inditdduals, companies, foundations, corporations and others in the public and private sectoral C. A declaration this Coin?: that OETA has the tight to tenninate the Agreement with the Fomlda?on. D. A declaration from this Court that if OBTA designates another public none pro?t foundation as its charitable partner, OETA can request all the funds, assets and propezty the Plaintiffs has received and to be transfelted to designated public non?pro?t foundation, and Plaintiffs are required to hnmediately transfer: all ?nds received and invested to designated public non-pro?t foundation. E. A declaration from this Court that any and all Funds resented, managed and invested by Plaintifh, including all in any endowment, are for the sole and exclusive use and bene?t of OETA. F. A declaration from this Court that the senate owes a ?duciary duty to OETA as the tmstee of funds of held for the sole bene?t of OBTA. G. A declaration from this Court that funds received, invested, and/or managed by Plaintiffs are held in constructive trust by the Plaintiffs for the bene?t of OETA. WHEEREFORE, OETA seeks declaratory judgemeat as set forth herein, and that it may be awarded such other relief as this Court deems just and proper. Count II: Accounting 3 8 . meoiporates the allegations of paragraphs 1 through 37 of this Coanterclaim as if hilly set forth herein. 39. Seaate Bill 454 mandates that OETA shall ?make a full report annually on the activities of the noapro?t foundation to the Governor and Legislature? and 70 0.8. 23-?122 requires OETA to provide a report annually to the Oklahoma Legislature. 40. Plaintiffs have Withheld important and necessary infolmation, preventing OETA ?ora ful?lling these statutory reporting obligations. 41. Accordingly, and because of the trust relationship between OETA and Plaintif?s, (BETA is entitled to a complete and accurate accounting from Plaintili?s beginning January 1, 2013 to the present, of all funds and property held by the Plaintilfs to determine the amount received, invested and managed. OETA res ewes the right to shroud this pleading to include any claims that are revealed by the accounting. WEEREFORE, Defendant OETA prays for judgment against Plaintiffs and for relief from the Court as follows: but not limited to: Declaratory relief as set forth in this pleading; (ii) A11 acoormtiag of all foods, assets and preperty held by the Foundation; such further legal or eqmtable and proper relief to which OETA may be entitled. submitte?, We] lv?oheel HomagefO?BA . 35 0 Patricia A. Sewer, OBA 0. 30712 J. Renley Dennis, OBA No. 33160 512 North Broadmy, Ste 3 00. Oklahoma City, OK 73102 Telephone [405) 5 1 6-7800 mburra ge@whittenbu11?ag e1 aw. com psawyer@whittenbu1ragelaw.oom jdemais @Wl?ttenburragelaw.oom ATTORNEYS FOR DEFENDANTJIIERD- PARTY PLANTIFF JURY TRIAL DEMANDED QERTIFICATE OF MAILING This is to certify that on this 21St day of December, 2018, a, true and sweet 00py of the above and foregoing Was sent via, certi?ed mail to the counsel of record: Frederick J, Hegembalt, OBA No. 10846 KentB. Rainey, OBA No. 14619 Adam S. lE?reipohlJ OBA No, 32358 525 S, Main Street, Suite 700 Tulsa, OK 74103 Telephone: (918) 5859211 Facsimile: (918) 5836617 Email: borainewc?r?'lawe? aw. eon; ATTORNEYS FOR PLAINTIFF, OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY Wm Bloc Michael'omage a IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA FILED IN BISTRICT CGURT OKLAHQMA mum OKLAHOMA EDUCATIONAL TELEVISION . AUTHORITY FOUNDATION, me, DEC 3 2018 WAR 31 COURT Plaintiff, V. Case NM Fill?20186717 3 OKIAHOMA EDUCATIONAL TELEVISION Defendant/Tl?rdnl?arty Plein??f, v. 3 RED), MIA MASCARM OVEN, GARDNER, P. DAVID AND DAPHNE DOWDY, Third~Paxty Defendants DEFENDANT CODNTERCLAMS AGAINST PLAINTIFF FOUNDATION AND THIRD-PARTY PETITION AGAINST THIRD PARTY DEFENDANTS COMES NOW the Defendant, Oldahoma Educational Tele? glen Au?tho lily 5501' its counterclaim against Plaiilliff, Oklahoma Educational Television Authority Foundation, Inc. (the ?Foundation?? and claims against Third Party Defendants Reid, Mia Maeearin Oven, Linda Gardner: P. David Gillet? and DaphneDowdy (collectively, the ?Board?? in her or his of?cial capacity as a Board of Trustees or O?cer of Oklahoma Education Television Authority Femda?on, 11:10., (collectively, ?Tlai??ffs??, alleges and states as, follows: JURISDICTION AND VENUE 1. OETA is as: autlmrity statutorily created by the Oklahoz?a Legisla?u'e which - conducts business inthe State of Oklaheme. and is headquartered in Oklahoma (Jammy. 2. Plahitiff, Oklahoma Education Television Authority Foundation C?Fonndation? is a nonpro?t corporation headquartered and operated in Oklahoma County, State of Oklahoma. 3. Upon information and belief, Third Party Defendant Reid is a member of the Board of Trustees of the Foundation and a resident of the State of Oklahoma. 4. Upon information and belief, Third Party Defendant Mia Masoarin DVen is a member of the Board of Trustees of the Foundation and a resident of the State of Oklahoma 5, Upon information and belief, Third Party Defendant Linda Gardner is a member of the Board of Trustees of the Foundation and a resident of the State of Oklahoma. 6 . Upon information and belief, Third Party Defendant P. David Gillett is a member ofthe Bo and of Trustees of the Foundation and a resident of the State of Oklahoma. 7. Upon infonnation and belief, Third Party Defendant Daphne Dowdy is an Of?cer of the Foundation and a resident of the State of Oklahoma. 8, Venue in this Coort is proper pursuant to 12 0.8. ??134 and 1653. FACTUAL BACKGROUND AND MATTERS COMMON gro EACH CAUSE or ACTION 9. In May of 1953, the Oklahoma Legislature statutorily created OETA, a hroadoan television authority, to provide edneationai television programming to the citizens of Oklahoma through a license math the Federal Commission 10. In 1982, Senate Bill 454- was passed by the Oklahoma Legislature, stating in relevant part: that the hitent is that OETA: seek ways to encourage oontrihntions by pritrate individuals, companies, foundations, corporations and others in the private and poblio sectora by cooperating a public, nonpro?t foimdation. Snoh foundation would operate for the exclusive pinpose of receiving, investing and expending privately donated nonstate appropriated hands for educational and eleeniosynary purposes related to the support, promotion, development and growth of educational and public broadcasting in Oklahoma shall make a full report annually on the activities of the nonpro?t foundation to the Governor and the Legislanire. 11. 70 0.3. 23?122 requires OETA to provide a report annually to the Oklahoma Legisiatnre. 12. The Articles of Incorporation of the Foundation, ?led Februaty 3, 1983, state that the potpose of the Foundation is: . . .to receive, invest and expend privately donated non~state appropriated funds for educational pinposes related to the support, promotion, development and gtowth of educational and public broadcasting in Oklahoma. This corporation shall direct all of its efforts to the support of the Oklahoma Educational Television Authority, a State agency oreatedby the Oklahoma Legislatme, hereinafter retained to as OBTA. In this regard, [the Foundation] shall create a fund to be used for any program, project or enterprise and undertaken in the interest of BETA, to fund, support and maintain the operating of sooh other projects and programs the corporation may from time to time deem advisable and to provide ?nancial support to all personnel who may be required in the operation and administration thereof, and to to star and promote educational and colonel interests in the State of Oklahoma.? (emphasis added]. 13. Following the intent of the Oklahoma Legislature, OETA and Plaintiffs entered into an agreement on February 26, 1992, to facilitate cooperation to advaifce mission to support, promote, and continue the growth of educational broadcasting in Oklahoma (?Agraame?t?). 14. The Agreement acknowledges the Foundation operates for the ?exclusive pmpose of receiving, tin/eating and expending privately donated ncn~state apptopriated funds for educational and pinposes related to the support, promotion, development and growth of education and public broadcasting in Oklahoma.? 15. Sinoe 2006, OETA has leased of?ce and studio space from Grif?n Television OKC, LLC (?Grif?n?) located at 7403 North Kelley Avenue, Oleiahoina City, Oklahoma, 7311 Building?). 16. Plaintiffs neither pays rent nor has a lease with either OETA or Grif?n; rather it is a tenantwaewill occupying o?ice space edtl?n the OETA Building. 17? Plainti?s have since made lavish improvements to the of?ce space occupied by Foundation. 1 8. In the fall of 2018, Foundation personnel begantc deny access to OETA employees to communal areas previously accessible to OETA and Foundation employees throughout the OETA building Multiple signs were hung in the building which read: OETA FOUNDATION BWLOYEES ALLOWED PAST THIS and STAFF ONL 19. Around December 27, 2017 an OETA employee was Walking toward the only vending machine available in the building and was accosted by a Foundation employee intending to prevent access to the vending machine. 20. Around the end of 2017, an OETA employee was trying to gamer hifo1mation needed to complete a Corporation for Public Broadcasting report as the report deadline was nearing The OETA employee walked to the Foundation found the Foundation employee with the information and returned to his o?ce to ?nalize the report. The following week the employee was approached by the Foundation president and another employee and told not to communicate with Foundation employees directly and all future communications should be routed through the Foundation president. During that conversation the Foundation president also relayed that the employee would no longer have access to certain portions of the building on the ?Foundation?s side? of the building. 21. On December 12 and 13, 2018, a team of locksmiths and contractors arrived at the OETA Building and began to work on looks and measure for die construction of doors, which if installed, would prevent OETA staff from access to certain locations. 22. Because the Fonndation is the public nonpro?t designated to raise and manage ?elds, and not licensed to broadcast television programming, it has been the long?standing practice, and the Agreement rnalces clear, that OETA, as the FCC licensee, must approVe all material prepared by the Foundation. 23, PlanrtrEfs, using funds received on behalf of (BETA, produced content and began advertising the date it would be broadcast on OETA even though the pro grarn was not vetted for compliance with FCC rides or approved by the OETA Program Evaluation Group. 24. Plaintiffs hare refused to provide funds which were approved in the annual budget to BETA. 25. In Violation of CPB roles, the Plaintiffs co?iningled grant ?lnds and forwarded one check to BETA, which, accepted, could also have caused OETA to Violate CPB rules. 26 The Plaind?b used funds received on behalf of to produce program content, and because of the Foundation?s lack of understanding of FCC rules, had to be pulled from because Plaintiffs refuse to share information necessary for OETA to detennine compliance with all FCC rules. 27. The Plaintiffs m?daterally removed name from the Odyssey pro gram guide and replaced it with OETA Foundation after years of the publication being under the control and direction of (BETA, Plaintiffs also indicated it would only include a message ?oor the Executive Director, as has been the practice, only if space is available. RobertAHen 2/8/2019 1 I IN THE DISTRICT COURT OF OKLAHOMA COUNTY 2 STATE OF OKLAHOMA A OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY FOUNDATION, INC., Plaintiff, vs. No. OKLAHOMA EDUCATIONAL 8 TELEVISION AUTHORITY, 9 Defendant/Third?Party Plaintiff, 10 vs. 11 REID, MIA MASCARIN OVEN, LINDA GARDNER, P. DAVID GILLETT, 12 AND DAPHNE DOWDY, 13 Third?Party Defendants. 14 IS VIDEOTAPE DEPOSITION OF ROBERT ALLEN Taken on Behalf of the l6 Defendant/Third?Party Plaintiff On February 8, 2019, beginning at 10:01 a.m. In Oklahoma City, Oklahoma 18 APPEARANCES: 19 Appearing on behalf of the PLAINTIFF AND DEFENDANT OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY 20 FOUNDATION 21 Frederick J. Hegenbart ROSENSTEIN, FIST RINGOLD 22 525 South Main Street, Suite 700 Tulsa, Oklahoma 7A103 23 918m585w92ll Fredh?rfrlaw.oom 24 Reported By: Becky C. Dame, CSR, EPA 25 (Appearances cont?d on next page) mum?meme are wee - Awe; RobertAHen 2/8/2019 APPEARANCES CONTINUED: 2 Appearing on behalf of the DEFENDANT AND PLAINTIFF OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY 3 Michael Burrage 4 Patricia A. Sawyer J. Renley Dennis WRITTEN BURRAGE 512 North Broadway, Suite 300 6 Oklahoma City, Oklahoma 73102 7 Mburrage?whittenburragelaw.com p3awyex?whittenburragelaw.com 8 jdennis?whittenburragelaw.com 9 10 Also Present: Steve Allen Garrett King 11 Videographer: Kaleb Pianalto 1.21:9; . Emmew 1111M Robert Allen 2/8/ 2019 2THE WITNESS: I think it?s a waste of money. of good money h? of good donations, I should I Say. BY MR. BURRAGE: So do you believe that doeore would haVe a legitimate concern about the Foundation money being spent on this lawsuit? A I would think 80. And they ought to have something to say about it since it?s their money, shouldn?t they? MR. HEGENBART: Object to the form. THE WITNESS: That?s correct. BY MR. Now, there's a donor list that the Foundation and BETA has; is that correct? A That's correct. Records; Yeah. Prior to Me. Dowdy, was OEEA ever denied the use of that donor list? A No. Not at all. So up until Me. Dewey, the OEEA always had and could use the-?onor list? A Yes. Ana do you know that that donor list has been ehut o?f from the Foundation I mean. item ?mm-I?m "Wsum?tu?uu-A: FEE-3 [in re Hep or?LiE?rHJm?Im Robert Allen 2/8/2019 don?t know to what extent, but I understand that the donor list is primarily used for mailing obviously the program guide and maybe some news, information, from time to time. The list is also used for renewing the contribution, and that's always been open and available to OETA, the Authority, for years. Would it be wrong, in your opinion, for the Foundation to deny the OETA to look at the donor list, to have the donor, to use the donor list? MR. HEGENBART: Object to the form. THE WITNESS: Absolutely, I think it would be wrong to deny OETA access to that list. The list of donors is OETA. I mean mu BY MR. BURRAGE: Yeah. A Yeah. Yeah. So has there been (Exhibit 7 marked for identification) BY MR . BURRAGE Let me hand you what?s been marked as Exhibit 7. That's a Joint Resolution between OETA and the Foundation; correct? A Correct. And does that resolution adopt the we? see we 12' see we AWMD. oremoodamnom RobertAHen list? MR. HEGENBART: Object to the form. Go ahead and answer. THE WITNESS: I think they would be outrageous that such an action would be not only inappropriate, but total illegal, I would think. BY MR. BURRAGE: Do you think it would be wrong for the Foundation to use a donor list to mail out ioformation or misinformation about this lawsuit to the donors and deny OETA the right to have that list to mail out what their side of the story wag? MR. HEGENBART: Object to the form. THE WITNESS: I received a copy of that letter that was sent out by Daphne Dowdy. I thought it was totally unprofessional and inappropriate, and, if anythingr it's going to harm the contributions to OETA in the future. BY MR. BURRAGE: Yeah. talk about it in a little bit, but if you send something out if the Foundation is going to be sending something out, it Should be truthfulr shouldn't it? A It should be totally truthful. And if it?s not truthful and it mieintoxms i g??g m. ewe.? MAW Robert Ailen continues, if she continues the way she's acted in the past, will it lead it over the cliff? MR. HEGENBART: Object to the form. THE WITNESS: It Sure does appear to me. BY MR. BURRAGE: Cause irreparable harm A Yes. to the Foundation and A Exactly. MR. HEGENBART: Same objection. THE WITNESS: Exactly. BY MR . BURRAGE So do you still think it's still headed over the cliff today? MR. HEGENBART: Object to the form. THE WITNESS: Yes, I do. And I pray something can be done. Something can be done to alleviate that threat? BY MR. BURRAGE: Have you ever seen anything like it in your 45 years? A No. Nothing like this. Okay. All right. Let's go back to the ?a there's your resignation, and let's go to the top, {life we 44% were?; ?roh?epo??em eore Robert Allen prerogative of OETA, the.Authority, the State agency, for years, and I think he had had enough. Enough of Ms. Dowdy? A Yes. Of her actions. 30 three resignations there? A Three months in a row. And do you attribute the primary cause of those resignations to Ms. Dowdy?s actions? A Yes. MR. HEGENBART: Object to the form. THE WITNESS: Yes, I do. Directly to Ms. Dowdy. (Exhibit 11 marked for identification) BY MR . Let me hand you what's been marked as Exhibit 11. Is that something you prepared? A Yes. This is an e?mail that I sent in follow up to Jim Utterbaok's resignation. Okay. A And he used the term "disreSpeotful,? and I said to Jim Utterback, "DisresPeotful is the operative woxd.? What do you mean by that? Who was disrespectful? A. That's been a trait of Me. Dowdy's for the w~mu~=~e~maee sea 15 Hf WW wo?epie?ere mm: Robert Allen drama? MR. HEGENBART: Object to the form. THE WITNESS: It was that behavior that began staff difficulties going back about three to four years. Keep in mind that the atmosphere at OETA was severely affected by the State budget reductions, created morale problems, and it created an opportunity I think for Daphne to start taking over things. BY MR. BURRAGE: Okay. So I'm using your words. Disrespectful, manipulation, deception, rudeness, and drama, if that's allowed to continue at the Foundation, will it be destructive to the Foundation? A It will lead to MR. HEGENBART: Object to the form. THE WITNESS: It will lead us over the cliff. BY MR. BURRAGE: And will it lead OETA over the cliff? MR. HEGENBART: Same objection. THE WITNESS: It will severely damage OETA for years to come. BY MR. BURRAGE: .eiara amaran are. Robert Allen 2/8/2019 45 1 Okay. Damage the reputation? 2 A Damage the reputation, the operation. It 3 could even affect the State appropriations, which is 4 so vital to OETA. 5 And if allowed to continue, do you think 6 it could be irreparable? 7 MR. HEGENBART: Object to form. 8 THE WITNESS: Yes, I think it could be 9 irreparable. 10 BY MR. BURRAGE: 11 To both the Foundation and 12 A Correct. 13 MR. BURRAGE: We've been going about an 14 hour. Let?s take a little break. 15 THE WITNESS: You want to w? 16 MR. BURRAGE: We?ll take a break, yeah. 1? THE WITNESS: Okay. I think I'm good 18 right now. I might change my mind in about five 19 minutes. 20 MR. BURRAGE: All right. Well, that?s 21 fine. 22 BY MR. BURRAGE: 23 Now, the building in Oklahoma City, 24 there?s the OETA has a lease on that; correct? 25 A Yea. The OETA, the Authority, has a leaee Ere? . eaeateaa eww EWNE FE mama: RobertA?en 2/8/2019 56 1 In essence, that $10 million yielded 2 another 10 over the years. It paid for the entire 3 conversion of analog to digital broadcasting for 4 OETA and was a blessing to us. That 1 1/2 million 5 dollar investment would yield 23 1/2 seven years 6 later. 7 Well, the 23 1/2 million dollars, how was 8 that broken down, as far as what paid for what or 9 what how was that value broken down? 10 A Oh, I thought I was clear on that, but, of 11 the 23 1/2, 3 1/2 reimbursed the programming 12 endowment that already existed at the Foundation, 13 and that was for its original investment, plus the 14 operating subsidies it provided, and that left 15 $20 million. $10 million of that was put into a 16 permanent facilities endOWment. 17 Well, I guess my question is: Who owned 18 the station? Who owned Channel 43 when it was sold? 19 MR. HEGENBART: Object to the form. 20 You can go ahead and answer. 21 THE WITNESS: OETA itself owned the 22 channel assignment and master control and the 23 transmission system. 24 BY MR. BURRAGE: 25 Okay. new so the funds that the m?m?mm ass 1 .11? eem Robert Allen 2/8/2019 prior to Me. Dowdy, had the Foundation ever used the power of withholding funds to try to get its way? A No. No. That never happened, did it? A Never happened. Okay. But it's happened with her? A It?s happened with her, yes. And they have the Foundation has sued A That?s what I understand. Yes. There it is. Do you think that the funds of the Foundation should be put in the hands of a third party until this litigation is resolved? MR. HEGENBART: Object to the form. THE WITNESS: I would say that would be a safeguard of any further abuse of the prerogatives of the Foundation to spend money on anything that the Foundation president or the Board want to do without Authority authorization. BY MR. BURRAGE: And do you think harm could come to OETA if they're not properly funded? MR. HEGENBART: Object to the form. 6? Wee??ear; age wee ewe erawape?eue nee; RobertAHen 2/8f2019 THE WITNESS: They?ve already been harmed. Staff turnover has been involved, staff morale. The staff relationships have gotten so bad in the last couple years where they're shouting at each other in the hallways. Like the Hatfields and McCoys, they?ve got their both camps in the building, and it's just incredibly bad. BY MR. BURRAGE: What do you attribute that to? A Well, again, attitudes and high?handedness by Daphne Dowdy has created the isolation of the two camps and her leek of desire to improve relationships between the two staffs, it's just gotten worse and worse. And if something is not done to where OETA can operate and get the money it needs to operate, OETA will continue to deteriorate? A That's correct. And so let's talk about the building. We started on that a while ago. A Yeah. Has OETA been locked out of parts of the building? A I personally have not witnessed that, but it's my understanding. tests xiimu. nah:- imm1p??f??i?f??ms nem- Robert Alien 2/8/2019 The Foundation funding of new unauthorized initiatives is redirecting and reducing funding for certain current OETA departments and personnel which are in dire need of support. Let me stop you there. This piecemeal eermarking by the Foundation president, Ms. Dowdy, had that ever occurred before? A No. So she brought a first to the table on that; is that right? A Oh, yeah. And I was shocked at that approach. Did it did she almost have the attitude that this was her money and she could decide how it was spent? A That was kind of the attitude that she had. Okay. Was it ever intended by the legislation or the by~lews or the Articles of Inoorporetion, or any document, that a Foundation preeident could dictate what goes on at A No. MR. HEGENBART: Object to the form of the THE WITNESS: No. Never has that been the Robert Alien 2/8/2019 98 1 case until then. And nowhere in their by?laws in 2 the Foundation by?laws, the Articles Incorporation, or any other legal document authorized by the State or authorized by OETA is there any provision in there that the Foundation shall have the authority to hold the OETA accountable for the funds. OETA is accountable in so many other different ways, but it doesn't give the Foundation the authorization to hold the Authority accountable for those monies, and nowhere does it say that. BY MR. BURRAGE: And was it always the intent that BETA was to have control of its funds held by the Foundation? A Of course. MR. HEGENBART: Object to the form. THE WITNESS: Absolutely. Absolutely. BY MR. BURRAGE: And until Ms. Dowdy came along, is that how it operated? A. Yes. And it operated in concert with OETA. The Foundation was operating in concert with OETA, and the collaboration between the two was very close. There was never any question that the Foundation would withhold money or dictate to the tJ enn- STE 1 1131633 management aatn From: ?f?gf??blk Sent: Tuesday, August 14, 2018 5:14 PM Tu: RD BERT ALLEN Subject: Re: Official Communica?nn The Founda?an did not cooperat? on turning ever Odyssey and prcducad another Mosaic without involving I jusf thought ?those things were disrespectfui. "1 Jim Sentfrom my IPhona On Aug 14, 2013, at 4:38 PM, ROBERT ALLEN wrote: What bro ught' it 1:0 a head? Sentfrom my iPhune On Aug 14, 2018; at 4:33 PM, Utterbac I foflowed yaur lead and resigned. AIthough,I only had about 14 years of service to Jim Fr? 7/27/2018, 12:23 PM James U??erback; RQBERT My Resignation Hear Th ank you for conducting an exceHent Foundation beard meeting yesterday. You led us through all the asnects of our Board '5 reiationship with the Author?y and pasft?we steps were ta ken tr: imgrove this refatiunship. truiy be?ave your prapaseti executive coach and consultant idea will greatiy bene?t our and their staffs during this very emotional time. Curren?y, the feud between the staffs both Grganizations is like the ?Hat?eld's and McCay?s.? it appears that my well has been poisoned by Daphne with her staff. My motion to reaf?rm our commitment to fully fund budget request, as a posithe meseege to send to board, may have been interpreted as my siding with the Authority board and betraying the Foundation. Alter you adjourned our tooehour meeting, [got up from the board table and Wes accosted by one of Daphne?s senior employees. Loliise Lee was crying and accused me of reaching out and supporting state employees while not reaching out to support Foundation employees, She said something to the effect, ?We?Ve been loyal to you all these years, and you aren?t being loyal to us.? Well, I felt insulted, and taken abaclc?ro seythe least. When arrived home, Hooked at a Foundation board roster and discovered that my term on oer board had expired June 30, 2018? After having served and supported the Foundation as a charter member for more then 35 'years, and given my ego and health, i decided it Was time to ledge, arid not stand for rte?election, before Daphne leads our Foundation over the cliff, twill miss sewirig with you end our oth er tine board members. i will always love and respect OETA, our Foundation and our talented employees i pray that both boardo will reconcile their differences and can go arm lonerm together for 21 greater BETA Again, thank you, for your very skillful leadersh lp ell the best! Bob Heml? . HF 1 L?w?wW?i?h . . u-r From: Barry Date: Jone 26, 2018 at 9:29:33 PM CDT To Subject: Resignation Guess i am too soft! While I love and admire the staff and prey for the best for them, it is obvious that our co nversetion today with Daphne did not mean anything to her. She believes only she understands how this should be handled, Obvious to me that my "too soft? input has little value to the current leadership so I will not waste any more of her time. Hope her way Works because a lot of great emoloyees?johs hang in the balance. It has been my privilege to work: with you, end all of the other Board members. Will mles seeing all of you! Regretfully, my reslg notion is effective immediately. Be my *5 Resignations from OETA Foundation Board of Trustees Dr. Jim Cook, former Chairman Mr. Barry Beauchamp, Former Chairman and Secretary?Treasurer Mr. Robert Allen. Forrner Secretary?reasurer Dr. Jim Utterback, Former Chairman These resignations have occurred while Ms. Daphne Dowdy has served as President of the OETA Foundation the last four years due to her impedinence and disingenuous leadership. Wed 6:38 PM To: Jim Utterbaclc "Disrespectful" is the operatim word. As Chair, you have been working very hard to mend fences and show to the BETA Board of Directors on behalf ofthe Foundation. HoweVer, behind your back, the Foundation President or one of her mlnio as, has been undermining your EVEW move. Odyssey and Mosaic are just the two most recent examples. Her disresoect of and lack of cooperation with OEFA management and state personnel have been going on for more than three years. Her personal agenda is hell?bent on having her way in every Workplace relationship, and through manipulation, deception rudeness, and drama, is leading her staff down the same path of seeking to tear down and destroy relationships with others. 1 prev this abrasive behavior will stop. Your service on the OETA and Foundation Boards has been most commendable. Your 14 years of leadership witnessed the most difficult and devastating state budget cuts in OETA's history. You have always served on our Boa rd with wisdom, dignity and professionalism. Your leadership and service were the last great hope the Foundation had in ?nding a mutually beneficial relationship with BETA. Your service and spirit will be greatly missed. Thank youi Your friend, Bob George Taylor From: Mark Norman Sent: Friday, September 1, 2017' 9:39 AM To: George Tayior Subject: Fwd: Misinformatlon Attachments: imageOD?i .jpg; imaged?lpng George, here is the note Ms. Dowdy sent me about questions ask by the auditors. The changes the Foundation made to their articles of incorporation and endows are what they are. The iegal staff ofthe AG of?ce and CPE staff have to deterrnine how their changes will impact the relationship between the Authority and the Foundation. The current (:38 agreement we have signed for years cannot be signed as it is written in the future. lam not sure will require the Authority Board Chairman to be on the Foundation Board and the Foundation Board Members to be approved by the Authority Board but that is the way the document reeds now. if this is the case then the can no longer be assigned to the Foundation to manage. 1 am not sure if this matters to the Foundation but the agreement is what it is unless it Can he cite need. do to any other changes to the Foundation document to Include amendments wilt have to be interrupted by the iegai staff and the auditors. I cannot think the Foundation would hate any other purpose other than to raise funds to support OETA. The fact they felt changing their Articles of incorporation and Bwaaws is onknonm by me. The Foundation wiil have to answer questions that arise. have not given a copy ofthe Foundation Documents to the auditors but I have responded to their questions. i do net know if they have seen a copy of the documents but they were aware that changes have been made based on the questions they ask me. i am not sure if they have ask you question about the documents? The fact they ask Cindy to notarize Dr. Utterback signature i assume means the documents have been filed with the Secretary of State. Anyway since changes have been made the auditors. will need to know. Mark Norman interim Executive Director Okiahoma Educational Television Authority Begin forwarded message: From: Daphne Dowdy Date: August 31, 2017 additional moot To?VlarkNorm Cot'?arrett Kin ?3 Subieot: Misinfo?t?ii'??ahh :?Iames Utterbao. . Mark, in the future, when you are speaking to anyone about BETA Foundation, most certainly our auditors, please re train from fabricating facts out of thin air. .. Pieese note that BETA Foundation?s objects and purposes, as oetlined in Articie ii in our By-Laws and Article in the Articles of Incorporation, remain the same as aiways. We exist to suppert OETA. We have 1394: updated our Articles andlor By?iaws to allow the Foundatien raise money for any other sewicei My patience with troubieshooting issues iike this has run its course. Daphne Dewdy President 8; CEO OETA Foundation Producers Club Member Direct 405?? Main 46'? Website I Facebeok i ?i?witter I i?etegigm THERE is NO SINGLE TRUTH EN WARN KEN THE VIETNAM WAR PREMIERES SUNDAY, SEPT. 17 AT 7PM ON GETA Watch an e?ended greuiew 01? ?The Vietnam War? MINUTES OF THE METEQG - GE THE OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY BOARD OF DHIECTORS 24, 1998 . 1:00 RM. PRESENT ABSENT ALTERNA Ms. Saody Genet: Dr. David L. Boren Mr. Steve Deer Ms. Sue Keeley Dr. Hans Briseh Mr. Phil Mess Dr. Carolyn Mela-t}: Dr. Den Davis Dr. Larry Nutter Ms. Blaine Dodd GUESTS Ms. Terri Ta?inger Dr. James R. Halligan Dr. Edwin Vineyard m. Clifton Taulbext Ms. Paula Walker. . Mr. Gene Wallace Mr. Mae Wall Ms. Judy Whetstone Mr. Robert Allen The meeting was called to order by ?e Chairman, Dr. Edwin Vineyard, at 1:00 pm. in the Board Room, 7403 N. Kelley Avenue, leahoma City, Oklahoma. Dr. Vineyard Welcomed the alternates and guests attending the meeting. In the absence of a quorum, Dr. Vineyard advised that the Board would proceed with the business of the Audtority as Usual with motions and seconds being made to} the items requiring - approval, with voti?g to be done at the next regular meeting. I The ?rst: item submitted for approval was the Minutes of the Board meeting of Jammy 7, 1998. A motion was made by Ms. Ta?inger and seconded by Dr. Nutter to approi?e the Minutes as printed in the agenda. The next item submitted for appsovel was the Financiai Report. Mr. Alien reported that title Authority is operating well Within the budget. $556,000 of the state appropriation iiss been set aside to lease seteliite space and time for transmittieg signal statewide by satellite. These fluids are being esxried over to be used when capital funds are appropriated to install 91:2. .. - downlinlcs at the network sites, which is a priority item in the current capital budget request. Expenditures through January 31, 1998 total $1,719,400, leaving a balance of $2,259,965. In the capital outlay budget, $91,707 remains to complete tower repairs at Sharps Mountain. The new tower has been constructed, microwave dishes have been installed, and as soon as the electrical company hooks up the power to the building, BETA will be back on the air in that area. Mr. Allen reported that the OETA Foundation budget expenditures and obligations through December 31, 1997 total $2,377,305, for a remaining balance of $1,113,294. Market value of the endowment account is $7,514.868, with Operating Funds in the amount of $1,573,884, Following discussion, a motion was made by Dr. Nutter to receive the Financial . Report, with a second by Dr. Melarty. The next item submitted for approval was the Personnel Report. Mr, Allen recommended accepting the resignations of indie lack, administrative secretary, and Ken Berners, maintenance engineer in Oklahoma City; and ?the hiring of Janice Boyle, as administrative secretary, in the Engineering Department of Oklahoma City, all at the salaries and dates included in the report. A motion was made to approve the Personnel Report by Ms. Healey, with a second by Dr. McLaIty. The next item submitted for approval was an application for a grant in the total amount of $905,666 from the N?I?IAlPublic Telecommunications Facilities Program, in the Deparhnent of Commerce, Washington, DC. The federal funds in the amount of $452,833 would be matched by the OETA Foundation with $452,833 for the satellite doomlinks at each OETA transmitting site and an encoder for the current Satellite uplink. In the event the Legislanire appropriates ?nals for the clownIinks, the matching funds would he changed to the state. Mt. Mac Wall, Associate Executive Director, explained the grant application process and the need to replace the antiquated microwave system with satellite delivery of the network?s signal, After discussion, a motion was made by Dr. Nutter to approve the grant application, with a second by Ms. Garrett, "way The next item which was submitted for information was a draft emissary and esplanation of the progress being made on the sale of KTLC/Channel 43, The Literacy Channel, to he used in discussions wi1h various state entities and interested parties. Mr. Allen explained that the proposed use of the $23.5 million proceeds would be divided with $5.6 million being set aside for the Authority to use as a match for thirds being requested from the state in a capital bond issue for the $11.2 million initial costs of statewide transition to digital television, a reimbursement of $1.5 million plus interest to the OETA Foundation for its original investment in Channel 43, and the remaining proceeds would he used to establish within the Foundation a restricted Facilities Endowment with earnings to he used to help fund future needs, including capital, maintenance and operating needs of new statewide digital network, The next informational item was a statement by David President, of America?s Public . Television Stations (APTS), on the national funding request by President Clinton for a $450 million investment, over ?ve years, in public broadcasting?s transition from analog to digital technology. These funds will not cover the total costs of conversion to meet the federal mandated and local stations will have to provide other funding from other sources. The next item submitted for information was an article from the wehifsite discussing public broadessting?s plans to convert to digital technology, which are being osed'as an example for commercial stations to follow. Included in this report is the announcemeiit?that PBS, in a promotion with digital equipment maker Harris Corp. .will send a mobile exhihii'called the DTV Express across the country to demonstrate digital technology and educate selected groups on it. Earlier, OETA made application and has been accepted as one of the PBS sites to host the exhibit. There will be two digital mobile units at OETA from February 1 to February 5, 1999 which will allow Board members and other invited guests to see actual demonstrations of digital and high de?nition television. Mr. Allen explained the time table established for converting to digital television with public broadcasting being required to transmit a digital signal simultaneously with an analog signal by the year 2003. Tower studies are being conducted on the capability of current jointly used towers in Tulsa and Oklahoma City to support additional antenna and transmission lines and the digital equipment. Towers in Eufaula and Cheyenne are owned by BETA and studies will be conducted there as well. Also, as a part of the sale of Channel 43, BETA will retain the right to construct a tower at that site in Oklahoma City, if needed. The final informational item was a news story from the FCC outlining service rules providing for rapid conversion of over??thewair broadcasting to digital television, moulding construction schedules, analog and DTV channel shneloasting, and the return of analog channels to the government by the year 2006 The report reaffirms the conversion schedule for commercial stations by May 1, 2002, and all non-commercial stations by May 1, 2603. There being no further business, a motion was made and seconded to adjourn. The motion passed unanimously. Dr. Edwin Vineyard, Chairman Ms. Sue Healey, Secretary/Treasurer NOTE: This meeting was held in accordance with the Open Meetings Law. OETA properly notified the Secretary of State and the media 48 hours in advance of the meeting and posted the agenda at the site of the meeting and various locations within the OETA Building, Original From: Steven Tayior Sent: Tuesday, January 08 2019 6:11 PM To: Polly Aederson (30:85:11 Perry *9 Toni Matthews Subject: The Puterbaugh Foundation We went to again make very clear that our December 2018 contribution was to support the statewide Oklahoma News Report and can not be used for any other puxpose. {read today that OETA and the Foundation have split. We want our money to be directed to the speci?ed OBTA programming only and not enmeshed in this unformnete battle, .Please reassure me that our money is being safely held and will be used for the donor intent only. Steven Teytor Chairman The Puterb augh v?emediation Steven W. Taylor Chief Justice Sapreme Cour} of Oklahoma (Ret) EXHIBIT Formstack Submission For: Contact Farm Submitted at 01/16/19 3:29 PM . Tulsa, OK 74132 i, . if ?3ng Elam .zW??f Egg-511.. - i What is status of OETA Foundation? I'm still donating to OETA Comments: using the OETA Foundation. I don't want my money to go toward any?ling else: but supporting programming etc. I I EXHIBIT Copyright 2019 Formstaclc, LLC. All rights ressrved. This is a customer service email. Formstack, 8604 Allismwiile Road, Suits 300, Indianapolis, IN 46250 OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY 8r FOUNDATION Joint Resolution on List Practices and Privacy in compliance with Directives of the Corporation for Public Broadcasting August 24, 1999 WHEREAS, that the Okiahoma Educationei Television Authority (BETA) recognizes the privileged nature obiainod from viewers who become members of the OETA Faun a 10m and those data will be maintained in the most secure and appropriate manner to assure no use is made beyond that reiated to the membership transaction between the donor and the (BETA Foundation; and WHEREAS, DETA has received of?cial notice from the Corporation for Public: Broadcasting (CPS) about speci?c changes to the CPS certi?cation requirements for And, has reoeived similar notice from the Pubiio Broadcasting Service and WHEREAS, OETA and OETAF do herewith affirm the requirements as set forth by UPS for quali?cation for grants funds; NOW. THEREFORE, BE 1T RESOLVED, that OETA end OETAF con?rm that its policy snail be that as de?ned by CPB and does, hereby. adopt this resoiution on this the 24* day od?urguetr 1999. run-mm?. (Mum paw-mm. MINUTES - a OKLAHOMA EDUCATIONAL TELEVISION. AUTHORITY Atrguet?ti, 1909 PRESENT ABSENT GUESTS Dr. Hans Briech Br. David Beret: Mr. Steve. DSU Dr. Don Davis Me. Sandy Garrett Me. Pe-ele-Wetker, DOE Med Sue Heeley Dr. James. Halligen Mr. Travis Meme Me. Ginger He??ton Dr. Larry'Nutt'er M's. Judy Whetstone- Dr? Cemtyn McLerty Mr. Clifton Teutbert Mr. Mac Meguire Mr. Ger-1e Wetiace Dr. Edwin Vineyard Mr. Malcolm Wall The Oklahoma Educational Television Authority met-tn regal-er session at ?1:35 pm. on Tuesday, August 24, 10-90 in the Conference Room, GET A Newark Headquarters; 'tn leehoma City, Oklahoma. A Notice of Meeting had been ?led with the Secretary of State en Auguet 12, 1-999; and a copy of the Agenda: posted by 1:30 [3.111 on August 23, 1999' in e-GcerdanCe with the previs?one ofth'e Open MeetingActr The meeting was. ceded to order by the Chei'rr?rtza?rifbwr. Edw-?in. Vineyard. He'welcomed the . Aether-?y members, including a new member; 'Mr. Meteolm. ??iMeef?Meg-tdre A eardrum wee estebiished. 3 3 ITEMS FOR ACTION 2; ?gs? :12. reuL . .3 .- . . .w z? 213-: 1 Minutee of June 22, 1999 Beard Meeting 1 - 7 n? 73:33: ,3 MW: The ?rst item submitted fer approve] waethe Minutes Of the-J1me 22, 1999 Authority meeting; A met-ion was made to approve by Dr. Don Davie, with esecend by Mr~ mac: Maguite. Throee. mating ?Aye? were Br. McLarty, Me. Heater}, Mr! M?aguire, Dr. Davies Dr. Brieeh, Met He?eleya and Dr. Vineyard. There were no negatite votes? and no ebeten?one. Financial Reports for Period Ending July. 31, 1999 Mr. Welt submitted the Financier Repert, Tate! budget Work program for FY 2000 is funded at $4,784,463. Expenditures through July 31 1099 total $242,309, leavteg a beienee of $4,503,475. Eheum-b?rences for one month of FY 2000 tetel $383,670; ML Wettcoveredjhe feet that budget is funded by thei?f?eeget State Finance at therete e?jd-?t?z eaehg; e: menth. In addition; cash managementin the ?rstquarter isnritieal for expenses inefudi?nge ethgle sum payment-t9 ?Riek Management fer property insurance Mae expl?eined .eexrerei . . - 1-5122: . budgeted expenses by Object Code to clarify allocation and classi?cation of costs. Encumbered costs include $141730 for half the expense for emergency repair of the joint antenna, which are traditionally shared with on a 50?50 basis. A motion was made by Dr. Hans a second by Ms. Sue. Healey to receive the Financial Report. Those voting ?Aye" were Dr. McLa?rty, Ms. H-enton, Mr. Magui?re, Dr. Davis. Dr. Brisch, Ms. Heaiey and Dr? Vineyard. There were no negative votes and no absentionsr Personnei Actions Mr. Wall announced the following personnel actions: New Hires: Ms. Linda Redding, as ReoepticnistiSeoretary, Oklahoma City Mr. Robert- bandl Transmitter Operator (part time). Cheyenne Mr. Travis Monroe, Deputy Director, Administration Finance, Oklahoma City Promotions: Ms. Toni Matthews: from Accountant to Business Manager, Oklahoma City Resig nations: Mr. Jon Robinson, Transmitter'Operator, CheyenneTheodora Hansen, Operations?Assistant, Oklahomacity a, we :c-m A motion was made to approve the Personnel-Roped by Drei?on . McLarty. Those Voting "Aye" were Henton. Mr: Mag oirepDn crave-genes Brisch, Mei Healey and Dr. Vineyard. There were no negatiVe votes and no abstentions. FY 2001 Proposed Budget Request (Summary) Mri Walt presented the proposed Budget Request Summary for FY 2001 to be submitted to the Of?ce of State Finance not later than October 1. This summary request is the basis for the compiete budget request which will be put in ?nei form prior to being submitted- At the October Authority meeting, approVal will be requested of the ?nal request. He emphasized that changes may be made at that time, if necessary. The FY 2001 request will be modest since emphasis must continue to be placed on completing funding for Phase of the DTV request. New funding is being requested for $193,000 and 8 for OKLAHOMA ARTS andrz foranew?tiiceef: - a 2. Film-c." - - . Educational Technology at The OKLAHOMA ARTS ALIVEfund'ng wlli be matched 50:? 50 by the OETA Foundation through underwriting KNEE-fawn? .rmrwuu?q corporations and foundations. The Of?ca of Educational Technology will work with the Department of Education and others to create and develop the DTV services for eddcatiori, instructionai and life?long teaming. Aiso in the request are funds for a piiot project with PBS for professional-development services, MATHLINE and which are ore-line,? in-?sen?rice activities for elementary science and middle school math teachers. Dr. Vineyard complimented Mr. Wall on recognizing the priority that-must be'plaoed on funding requests for DTV transition, with continued cooperation on other projects in the technology and arts areas with other state agencies as budget and staff allow. lncluded in the FY 2001 budget request will be funding for the lease of tower space at the American Tower Corporation (ATO) site in north Oklahoma City where the OETA DTV antenna for Channel 3'2 will be located. The OETA Foundation, in cooperation with executed an option for space on the ATE tower for DTV installations. it is estimated will mount its DTV antenna in FY 2001. This installation will require that OETA install its antenna simultaneously as the two antennas are conjoined. This installation will. trigger the site. lease, even though OETA Channel 32 will not be operationai. The lease rate will be $7.400/month, and fondingwili be inoiuded in this budget request. With the end of the DTV transition period?(whioh?xn?y be as?late as - KWTV tower is strengthened, both KWanct GETR Wishes-ref-k site with their respective DTV faoiliti?st?iius vacati?g'the'ATC teeterisiteeiese ?is? - A =1 The total FY 200?! budget request will be for a base appropriatio revolving funds of$1.7 fora total 7 . ht A motion was made by Mr. Mac Maguirerwith a second by Ms. *Heh'tbn to?app'rotr'e the? proposed FY 2001 Budget Request. Those voting ?Aye? were Dr. MoLarty, Ms. Henton, Mr. Maguire. Dr. Davis, Dr. Brisoh, Ms. Healey and Dr. Vineyard. There were no negative votes and no absten?tions. Direct Mail List Practices 5.2 Privacy Resolution Mr. Well presented background information on the recent mandate from the Corporation for Public Broadcasting prohibiting the sharing or sailing of membership or donor lists by public broadcasting stations. The requirement states that licensees must certify they meet these conditions before receiving a FY 2000 Community Service Grant, beginning October 1. 1999.. of $3.391 nililicn, plus a . 94% w. Lin. - 7i - Even though the OETA Foundation administers themembershig. deoa?rtrhen?f. OETFE licensee. must comply with the requirements of this mandate. in response to this requirement, Mr. Well presented a draft Joint Resoiu?tion on List Practices and Privacy whish fonnalizes a policy to assure the privacy of membership lists as a condition of qualifying for CPB grant funds. In addition. a Statement of Poiicy and Administrative Practice outlining procedures to be followed'to maintain the membership database?thrcugh a highly secure protocol. A motion was made to approve the Resolution and the Statement of Policy by Dr. Davis, with a second by Dr. Brisoh. Those voting "Aye? were Dr. McLarty, Ms. Heston, Mr. Mago?ire, Dr. Davis, Dr. Brisch, Ms. Healey and Dr. Vineyard. There were no negative votes and no abstentions. The Resolution and the Statement of Policy and Administrative Practice will be sent to the BETA Foundation to be presented to its Board of TrUstees for approval. Five Year Agency Strategic Plan Mr. Wall explained the requirement under recently enacted House Bill 1622 for state agencies to create and submit to the Of?ce of State Finance a 'FiveNear Strategic Plan effective October 2001. The act centers on agency mission and goals, performance measUres, customer services, resource analysis to meet goals, future resource needs and summary of long-range capital equipment needs. To assist in preparing this plan, Mr. Wail.requestegtuapprovai-ot, the Apthoritymemberato?. 3 request the OETA Foundation for a modestamount of expense - of BETA to provide data to assist in plan. . include 1 evaluations and comparisons with seaside Remarks including DW planning;- 'gf? run: . . After discussion, a motion was witha second by. Mei-artytar, . z, to $15,000 from the DETA Foundation-totes independent. research Stiategic Plan. Those voting ?Aye? were Dr. McLarty, Ms. Henton, Mr. Maguire, Dr. Davis, Dr. Brisoh, Ms. Healey and Dr. Vineyard. There were no negative votes and no abstentions. -13- 1999 Revised Application Mr. Well presented a reviSed grant application to the for a total amount of $814,825 ($307,412 from'the $307,418 matching funds. from the (ETA Foundation) in support of digital facilities at the Tulsa studio. The requested amount has been reduced t5% by the NTIA. motion was made-to approve the revised grant application by Dr. McLarty, with a second by - Ms. Henton. Those voting ?Aye? were Dr. McLarty, Ms. Hent?on, Mr. Maguire, Dr. Davis, Dr. Brisch, Ms. Healey and Dr. Vineyard. There were no negative Votes and no abstentions. 1999 2000 Authority Meeting Schedule Mr. Wall presented a meeting schedule for the Authority members for the baiance of 1999, pics the year 2000. He suggested rescheduiing the October 26, 1999 to October 191 1999 to accommodate attendance of the new Chairman at the 1999 PBS Annual Meeting which will. be in session on October 26, 1999. With the understanding that the Authority members would check their calendars for their availability on October 19, Dr. Davis made a motion to approve the meeting schedule, with a second by Ms. Henion. Those voting ?Aye? were Dr. MoLarty, Ms. Hecton, Mr. Maguire, Dr. Davis, Dr. Brisch, Ms, Healey and Dr, Vineyard. There were no negative votes and no abstentions, Election of Officers Dr. Vineyard asked Dr. Brisch to present a proposed slate of officers offered tor the Authority member?s consideration for FY 2900. They were: For Chairman Dr. Don Davis For Vice Chairman Ms. Sue Healey For Secretaryfl'reasurer Dr. Carolyn McLarty Dr. Brisch made a motion to place into. nomination this slate of of?cers. The motion was seconded by Dr. Davis; in accordance with election procedures, Dr. Vineyard asked three times for additional nominations for'Chairma?iTDr. Vineyard then asked three times for additionai nominations for Vice Chairman. Dr. Vineyard then asked threetimes foradditional nominations for was misde?by' DriBrischito?eleEt": these persons by acclimation. This members indicated their approval by voting ?Aye.? INFORMATION Satellite Project Review Mr. Wall presented a status report on the Satellite Project. A delay in the completion of the project is due to a probiem with proprietary software which causes audio dropout in the system. The Vendor, GlobeGomm Systems, loo, is having the-software rewritten by General Instrument. A new reieas?e of the software is scheduled by September 2. The Department of Central Services has recommended OETA not ?nd GlobeComm in default on the surety bond and to give them another chance to complete the project. [He now estimated the equipment and ?rmware will be installed and proofed not later than September 30} ?1999. Dr. Davis suggested that Mr. Wall present the documents- related to this situation to the Attorney General to make sure that the surety?bond is not released on the overall project by allowing GlobeComm to exceed the surety limits of the contract. Legisiative Interim Study Mr. Wall presented an update on HB. 1650, Virtual School on the internet. Rep. Abe Deutsohendort authored this bill, which was not passed during the regular legislative session, but Rep. Deutsohendori tiled for an Interim Study. if this study ist?unded, OETA will he asked to provide information regarding DTV as it relates to service to education. The remainder of the information items included arti'oies and letters on various 'pubiio broadcasting issues and personalities. AugUstFeet ?99 Mr. Wei] reported that AugustFest ?99 resulted in over $351,000 in pledges. In addition to the success of the Oklahoma produced Lawrence Welk ?Songs of Faith." the special OETA prod motion "The Oklahoma i Remember" has reoeiVed three regional Emmy Award nominations. The awards be made in September in Denver and several OETA representatives will attend the ceremonies. Special Presentation to Dr. Vineyard Dr. Davis, on behaif of the Authority members, presented to Dr. Vineyard a plaque in appreciation of his efforts through the years as a member of the Authority and as Chairman for the past three yeare. Adjournment There being no further business. Dr. Vineyard, using his new gavei, called for adjournment. The motion passed unanimously and the meeting was adjourned at 3:05 pm. Adopted this day of October. 1999. Dr. Edwin Vineyard, Chairman AWEST: Ma. Sue Healey, Seoretaryfl?reasurer . .eosposmon FOR PUBLIC saoaocasTmG 2.1 90k 8mg NW Memorandum Washington. DC . {202} 32199600 6 luly as, 1999 TO: Public Radio and Television Station General Managers FROM: Bob Coonrod SUBJECT: Restoring the Public Trust Last week, we sent you a resolution unanimously adopted by the CPB Board. The Board expressed its strong objection to the practice of using member or donor lists in a manner that may violate the public trust. And the Board did more; it expressed its desire that such practices be ended immediately. The CPB Board asked me to take all appropriate and necessary steps to ensure that public broadcasting stations refrain from the use of member and donor lists with political parties or committees or in other ways that fail to respect the privacy concerns of their members and donors. Today, I am announcing those and necessary" steps. The web version can be found at Aliegiance Fundraising Group 306449m3t8 Fargo: ND Direct Lin? Cell Phnne:_ From: PoHy Anderson Sent: Wednesday, January 16, 2019 4:12 PM To: Ti edema Subject: In Hi Bili, Any word regarding Just in. Thankyuu, Pony Executive Director 7403 North Kelley Avenue Oklahoma City, OK 73111 Website I Facebook 1 Mitten" Jnstagram Janette Thornorue 8. Debra Martin 2705 NE129th St Edmond. OK 73084455 Deer Jenette Debra, i am writing today to esirjor your continued support for the programs and services DE__TIii__p_rovicles to the Oklahoma community. With your help, GETA will remain unique in worid ?lied with corporate~owned. profit?driven media. We know you trust our programming - inspire young children and provide a solid foundation for ore-school development through programs like Daniel Tiger's Neighborhood Splash 5: Bubbles and Curious George. - Celebrate our diverse culture with productions like American Masters, Finding Your Roots, Lidia's Kitchen and so many more. - Provide you with a front row seat to artistic beauty and great literature brought to life with Victoria on Masterpiece, Live from Lincoln Center, Great Performances and PBS Arts Festival. - Share independent, thoughtful reporting on the issues that are affecting your community and your world with Oklahoma Nexus Report, Frontline. PBS Hamel-[our and Arnerican Experience. . Promote and foster new discoveries, exploration and natural beauty on RARE By National Geographic, NOVA, Antiques Roadshow and Nature. Programs like these are all part of the critical nubile service OETA provides and they are oniy possible because of members like you. OETA programs have a looting impact. When you renew your membership this month you help L15 renew thi is. truly diverse service to more then tyre million weekly vi ewers across Oklahoma You know GETA relies on the generosity of our viewers to make a difference. Please give as rnuch as you can any amount heips. Simply fill out the repiy 5H go below or renew securely online at newly/support. Thank youior your continued support. Sincerely, 514*? Daphne Dowdy President and CEO OETA Foundation P.S.?Please renew your BETA membership right away. With a contribution of $60 a month} or more you can gain access to OETA Passport. This?member benefit lets you watch the quality public television programming you love, on-demand. The nice again! PLEASE FOLD AND DETACH ALONG THE DDTTED LINE Thank you for laot year's so pport of 5100,00 ?i?i?i?19315m?[ a S?EStHTin?e?emb? 0 i iWould you consider increasing to $i25.00 this year? on ere}: vqrowngnum ere Buppui? Brew owan osave . . j, wastage, paper and labor costs renewalnotioos. Automatic renewal I 1 YOU ?Re to renew at lag: Year 5 have" 'i?neans you don?t have to think about your renewal date again and we have your I 3 ongoing support! El YES: Sign me up as an DETA Sustaining Member! My check is enclosed. payabie to (BETA Foundation :1 Charge my CCii: on the 15th of each month. ongoing Please charge my: VISA L?i AMERICAN EXPRESS i] MASTERCARD [3 DISCOVER El Draft my bank account on the 5th of each month or annually, ongoing (an authorization form will be meiied to you) Card all Date D$5fmonth Ei$10lmonth Ego/month USSOfmonfh Bother 5 5kg nature EXHIBIT Ema? in Phone Please send as my thank you gift for renewing. (See enclosed gift ideas. if you choose tabbies? i 11911 M, 1: a32- mu? me: Shavm Black 59111: Tuesday, February 5, 2019 1:45 PM '19: Andaman Suh?ed: F1111: 1301113121 Information Update Here is the invaica we talked about. Fawn: N12011: McCampbel- . .. . Sam: friday, February 1 2919 1 39 PM ?11::Peggy Baku} Michael Vaughn Cindy P1131113 Shawn Raw; T0111 Matthews 911111311: RE: mutant 1111911113901: 1113111119 Hi Peggy, 1 have rammed you and Michael Vaughn from the Accounts Payab1e (201113121951 Maving forwarcf an invoices and statements wi? be emaiied to Cindy Pickha. Thank you 1011111: update. {1111111112 1:21:91 1113mm image Hut: 1111mm Ma?ampha? Accounting Administrat??n 6311:1111 911881? Multimedia Graphic 1131110111. Tue. $111111: Peggy Bakula 52111:: Friday, Februarv1JZD19 11:95 AM 1111:1312 Mien-153135115 C1: 1111151111131 Vaughn 5,1939% {2511161121 1111011113111an 1111111111. 111 Micah! Effective Immediately please 1911111115 1111111331 Vaughn and myself from MS N?s email 1151: and begin emailing any invoice {11' statament 1:1} Cindy Pic 1 have gone ahead and forwarded the February unwise to 111 new ?anks! P559315 311111111 January 18th, 2019 Bea. You may have seen the news. The OETA Board of Directors voted on January 81 201-9 to sever its working agreement with OETA Foundation, DEW-its largestfunder. 1 am writing today to let you know that we are devastated and just ee' perplexed by the unfolding of recent extents as you may be. i also want you to know that the Foundation, our Board of Trustees and our staff remain biggest fans. We support OETA in need times and in hard tiniest (DETA, is an leahome treasure. Nothing can change that. We feel decision to. disassooiete itself with OETA Feu'ndetion and develop its own nonprofit ie a mistake, but it is decieion that OETA is free to make So, when does this mean for the gift?you made to BETA Foundation in euppo?rt of the progrerne you love? The funds yeti have contributed to GETA Feunde?tion' in support of public teleVieien en CIETA have been end Will be used for that purpose, With yeLIr help. BETA Foundation has already prepaid for full 2019 schedule of national and international programming ??-from Free, BBC and other We've ore?paid for other services you enjoy from BETA like your onudemand pregreme and the free learning toefle children and families find on web site These tee-emcee are paid fer 2019? Thanks to yeur donatlone, BETA Foundation has money left ne'er and it, too, will be expended for neede. Fol"exeirmolei we feieed and eel: eelde9$1511222 to pay tower fees. We have advised OETA that It need only tell us what. requires funding and we will be Pm sure you have more queetion's about what you?ve been reading in the newspaper and online. This situation is oemblioeted end there-le ?niuol'i misinformation swirling around cut there. I encourage yen to visit to read the legal deeumente fGiyoursethe meantime, i can share some facts which are net disputed: i?l Po. Box 13620 a onehomecny. 0K 73113?0520 A is a state agency, (BETA Foundation iaan independent-.- nonpro?t charity in good standing. OETA Foundation hale oontIibuted more than $63 million in private-support for? BETA over- "3:5 years For 35 years, OETA Foundation has relieved taxpayers" of the sole burden offinano?ing DETA, freeing state funds. for other. needs BETA FoundatiOI-?I has allocated Indra than $3 6 million ioI?I ?scal year 20-19 (FY19) In support of transparently identi?ed needs more than ever before OETA Foundation has expanded almost $2 million to date for- OETA's FY19 needs. QETA FoundaIion and its private donors have pro-paid fall 2019 PBS and other program fees January 7, 201 9, GET A stated publicly that it only had tunda' to operate through May 2019 On January 3, 2019, board of directors voted Io end its agreement with its largest fancier, OETA Foundation knowing that OETA Foundation has funding available for transparently identi?ed needs In November 2018-, OETA incorporated a 501(c)(3) called Friends of (BETA, which is controlled by GE TA, 3 state agency. The directors and members of Fnend?a of? OETA, [no also comprise the Exacutitre Committee of the (ETA Board of Directors All are employees of the state The directora of Friends of (BETA, Inc? all elected and rammed by (BETA, can Ftiende of OETA, Inc When they do so,? all assets are to be paid to (BETA, a state agency. None of this information was made available at January 8 puinc board meeting. DETA Foundation is separate and independent from OETA We have 35 years- of experience suwessfu?y raising and responsibly atIewarding private- contributions In support of- public television The Foundation is a 501(c)(3) charity that exists solely for this purpose: The Foundation ensures transparency and accountability for our many- thousands of private donors Free, educational public television is an Oklahoma treasure (BETA. Foundation supports, appreciates and valoas DETA- We wish only the beat tor its growth and. health so that it may be here for future generations just as it has been here for you and me Sincerely, Daphne Dowdy President and GED OETA Foundation Visit o'eta?fdn'org to ?nd oaurt documents and to learn more about BETA Foundation, 0 LI ATI 1-3620 Oklahoma City, 13.70620 Ui?- mange PAID Glxlah'oma Cl'ty?it P?rmit?psaa? MEMORANDUM TO: Daphne Dowdy FROM: Toni Matthews Cc: Polly And arson DATE: August 6! 2018 SUBJECT: Request for transfer of 08G Funds The Authority is requesting a transfer of $287,?07. . This request is to transfer a quarterly subsidy as approved in our FY19 Budget to assist the authority for current operating expenses. Thank you for the continued support of BETA, -. am?. mm: MEMORANDUM TO: Daphne Dowdy FROM: Toni Matthew Cc: Polly Anderson DATE: October 1, 2018 SUBJECT: Request fertr?ansfer of Foundation Subsidy The Authority is once again requesting a transfer of $287370? for the first quarter of FY19. The Authority is also requesting the transfer of $287,707 for the second quarter sf FY1 91 This request totals $575,414 and is a quarterly subsidy as approved in your FY19 Budget to assist the authority for current operating expenses. Thank you for the continued support ROBERT ALLEN TELECQMMUNICATIONS 7403 North Kelley Avenue R0. Bax M190 Oklahoma City. OK 7311345130 {405) 343?3591 3 1?800?379-6332 333 PM aura-i Eleatrit-?Cmpera?iveg i mar-Ea. EC: pa?rf?ered. M'th IETA t: a STEM I II. experiment hm- tia me the teachers in my services. ma? E??gramiza?ms 126 Katie Maltan Tram Sung s: BMW-I 'EI?iiatriEt cm Mn?n?in the-b13352 Hun?uh EXHIBIT E?mmgm Sm we; Email or Phone Password People?s Electric: Cooperative @PeopieeElectricCoo'pel-at We Home About Photos Events Videos Poets Community info and Ad's i Lille I Send share I Peopl?'s Electric Cooperative is at Peor'lie'e Electric to: Cooperailve. Nouomber 12' 2043 - Ada - MONGRATULAHDNS Sulphur 8th grade teacher Kasey Sci-refer. for Winning fnriey' a prize drawing for 35 classroom kil's. Your eludents Will have everything they need to' complete 9 ".Well i'hat'e Fun!" Air and Spaee curriculum. ?agr- Q?i use STEM whenever i can. Itwlil bene?t my ?iudente in numerous ways by allowing illem opportunities in be creative as V. II as use the technology they know so well Life is changing daily and STEM allows the meanwhile 21st century to exPer?l" See More Views Like Comment Tammi Eeeon 0' Bleen. Amy Clark Howe. Genie Sweeien and 21 [Liner Relevanl others like lilie- 6 Shares QE People?s Electric Cooperative Sulphur Public Schools 12w Jennifer Timmons Eloeck Well That's Fun. OAEC- Oklahoma oi Eleclric Stacy Ll' Howeih 12w Kasey Schafe?r This i 5 awesom Log In Bf Jennifer Tlmmene Boeck-Ka Ely Scnefer, are are so. excited roryolr and your etudeneriWE'i be in ioL?rchL wee get a scheduled to present your big box of kits 55: People see'more of PeoPIe's Electric Cooperative on FecebEf: - - I I Create New Account i Furgoi account? 7- Send Message People's Electric Cooperative Energy Company in Ada. Oklahoma 1' Open Now '2 Community 335 All i re 2.403 people like [his Rx 42.450 peopiefollowihis I . . . .d I About See All fir1500 Counlry Club Rd (62.33 mil Adar Oklahoma 74820 Get Directions lsa'ol streamer Wapeopleselaciriccpop Energy C?mpal'ii? i Hours B: on AM -5:rllJ PM Open Now 2,40 3 likes 181 visits Related Pages Abboite Grocery "Stonewall" Deli Qenadian Valley Electric Eiecilic-Ulilily Provider less And Resp Polilieei Drganizaiion EXHIBIT 2.3; tahbias' - I I I .xriv-like Wis Page i?l?uube?i'b?i ilii': .-. llMere happy In present ?Wel?L T-nafs Fun? Alr and Space experimem Kits this morning-at. I?Ali?dl-S Sahara! mngrama?ons to 3131 ?grade masher Kasey SEE-safer awn-Er students! Ms. Scna?er enigma In win the Kit a drav?ng Imam? was held-1m Man?ay. Nova-1m: 12? IE 4 use STEM whenever I can. It Inenefai my sim?l'ems I'Iumemus ways by alrum?ng Opportunities in he SEE Men:- 5 -. I A Lift; 3311?351? Fume-ri- ?E?euen?Erenda Fly-113 The ?nei?g Comp-any" Well Thais Fun. Alriinas OAEC QIda-?mma of Beams; Cwicz?awaa. Jva ?uetong Maka?a Muss? Bandy Johngon and 1? ll? The E01191 0f 13311001019 1101:1111 0111111113111 8 2,819 to 391191" 11:12: W0111111g agreement 11111111 OETA Foundmon 9111 W111111g today 11:3 101: you 1111011? 11191111110910 devastated 91:11:1- jiist' as If: -. 191131911911 b'jr'r the ??folding of 1:000:11 eve??g 9's 11011 may 1:10 I also 1111911111 1" - 31011 1011110111 th'a'tI the 30111111911011; 0111 $09.11? {if 01111 0111 41115195 9111:1111 1111111 1131:1193. 911:1 Oldahoma Irregsute I. . . Change 1113111:01 OETAS. 1100131011 to 01321535001910 11:39.11: With OETAI Foundation develop ifs 011111 nonpro?t 18 9. 101319110, 13111 1111: 11. 601:191011 that DIETA13 ?100 1010:1110 -- . . . - I 80; IWhat does this 1110911 ?01: 1110 glft? 151011 1319:1010 OETA Poun?a?on 13:3. . ., - 3119111011: of the P10g191i13 3101110111373 The? funds you. have contribui'ed - 1:0 BETA Eoujndetion" 1131 0111313011: 01' P11131310 television 01:1 OETA - _'have 130011 91111 Will be 119061 for: that W150 you: Help: (BETA 1'13?013111219?11011 1195 9110111111 pih?Paid for OETKS fu?ll 20-19 schedule of pienpesd for 0111111: 5011110011 31011 enjciy Emm- OETA like - 'youi 01191361119011 progxams and the free loathing 120013 011111110111 91111 1591911191 013 site 1111111111591 911: 2019 . Thanks 1'0 5111911 donations QETA 11013011911100 has 1110110111019}: 0170: 9111121 1t, Will 1313. expencled foi- 1100113 F01 example, We Iaised end set 1" .- . 113111011151 22?. 1:0 ?32117 111111.11- feels- We have 9111115081 OETA that 1: '?eifzId 011131 12011113 W111t10q011es ?lhdi?g 9.1111 We Will be there - 10? 3131's you 1191111110011; 1111109110119 9110111 11111921 1100? ve been Wading 1'11 Ehe?I'. 013M011: ?3 :ii? 1' F01: 35 1109111 13011111191100 1195 1011011011 1911511111013. of the sole1311??. 1? staff 1012119111 biggest {?11319 15139?be 0131mm 112111012191 91111 10101119001191 pmgiammng??om PBS BBQ and other. 11101113151100: 9.13.11 01111110 This sitliafion is 00111911091011 911d 11101313113 11111011 11113111151119.1101: sWiilihg 9101111110131: 611010.11 0110011191110 you 'to oetaf?n. oig 1:0 10911 the legal (11111110101113 ?01 11011111de 91111 ?011111y0111 0W1: 111 the 11109111111102 II 5:911- 01191"; 301110 ?90111 Which are 1101: djs?11110c11 6 13' 21' 11115 Iageney EETA 30111111911013.1113 '9'11 mdepeede?t nonpro?t 011me good 91911111113 - I, - . 1? OETA- Eo?hdatio? 119's goiifxib?ted more 1110111 1168 million 10. ?31119?e sil?3?10ict for (BETA 01?01:35 years. Iburden 0'1. ?dgeoleg QETA fieemg 15211110 ?00115 ?01 otl101 Aegis: . 1 EXHIBIT i . OETA Fountiation has allocated mom 611011113 6 million for 110021 11021112019. (F351 9) 111 82113135011. of 11000130100111; Idcn??ed 1100110- 01010 than 00-01: 1305:1120.- - 1 has exp??diad 0111103132 1111111011 to 110130 f0: FY19 1100:13. . (BETA Fomidation 0061 11011110010 6.0110130 have .- - 0100010 001110 10112019 1300 000 011100 Piogram f003.._. 11- I 111111211507 201910ETA Stated Pubilcly 1110.01: only 11011: ?01101; 1"0 operate throughMay 2019f:- (3,11 January-8 201-9: E10001 of directors voted 1:0, 011d'110-ag100m001 101131 110 largesi E10301, Fo??datio? 111101121th0101: OETA Foundation 1103 failding 000.112.1310 ?01: 00001301001131? ids-01111011 110013."- . In November 2018 OETA 1000000100001 11 501(c)(3) 09.110011911011113 01 I00, 0111101113 0011110110121 by OETA 0 512110 ag?ncy Th0 ?irt-actors and 1001;111:1013 of Flieiids 0f 001:0 100 0110 001001100 1110 00000000:- Committee of 1110 OETA Board of D?ectors. All 1110 0111131031003 of 1110' state. Th0 directors of Friends of OETA 1110., 0.9. elected and 10111017011 by 0011 013001110 0110000 of GETA Inc. 00000 thgy do 3.0, 2111 . 00001211 11120 10 b0 paidI 1:0 0 3101:00ge110y: N000 of This at januaty 8101113110 b01101 meeti?g. OETA F0011d0?011 is 0013111010 0101 independent from BETA W0 11000 35 yea-.10 of 011901101100 successfully ibising 0331i responsibly stewakding private 00001110110118 in support of 11013110 television. The 35101106310110.0130 501(c)(3) charity that 0013115 001er for this 311113000. T9510 Foundg?on- 011301-05 transparency 011d acc?qumab?ity ?01 0111: 11101117 tho00011ds I01: 111102.10 151011015F100 educational 1311101113 10100131011 10:21-10 011101101110 1100,3010, 17010101011011 supports, appreciates and. 11011100 GETA. -We wish oinky 1311013051- fot its gitow-th 0110 110211111 00'. 1112.1 11 1:11.031 be 111010 for future 15000121110115 just '00 it has 00011 111010 ?01 you. 0101va 139-13999 ??wdy 1310010001101 13130 .. . 13.817101?: g0tafId11. org to ?nd 00011: documents and 1:0 Ilea?i 1.11010 IabI 01:11: OETA Found-011011 BE MY NE FROMTIHZE W109E10BEA?Nengvor? takes 2111 11111111010 10010. 01-: 111000000 fayririte neighbor; Mister Pied Rogers '11 120111011 01-" 032111 whom 100 think 100' 110001; this 0010110001 and moving ?im? 101103.115 b0y00d3 11110 21110011 0011311ng and 1110' land 01 makeh?liev?, 00d 101:0 1:110 110011: of :1 010012100 genius who inspir?d 001101011005 of chIildJ-00 1111111 00111110501011 011d limitless 1010000000. 1.1101111 YOU 01'. MY 110101-1000? SPECIAL PREMIERE 5131;011:10qu F?b?0argII 9 at 7 0.111. 001-00111 FEBRUARY 2019 3 Gr?naii armament? Jln'i U?ar?n - Wt! . . any Andaman Cc?t?ia .. 2, Jay Hcfmalgier B?ph?e? Thank ybi: foryouiwark on in date. After ca?ra?ll ??unsida'fa?un, Eric! did 1 a??ng? as the Exec??va Comi?itt'ai: ut?tha Funnd??dn Emmi ?wi?l {ha Huthu?iy of Illu?sie?s? heirehy dl'r?dt ydu to over canine} and donm?Enfatiu?-re?uasted by Ms. mama Ln?mla?nn in Saw?y in-M?. Andaman. Yhu and yum? ?ll-[Ber dk?ctg?gd to work c??pr?t?a?valy ii: any way ,mqnm?ted {33! DEE to the pmd?q?an? of ?gmey. Thisdirec?va is not intendad to adagess who may (mm any Drama}; GI Whig-1?5 right Wang inmlaijuri t0 zi?y minis regar?ing? 2113' prb?tm??uiz of?a?lws'?y; This dixnti?v; inicndad to Support p?nr Fuunda?un sat on having yam, and'?m Fonnda?unl?mplojees ?nd?i? 3min, fully unoperati: with DEM and support OBTA. Thank yen, Jim. Jamar? U?er'baak, Fig.1} Piesidenr Emerita? Semhibla'Slm'e Gafieg? ?lling [455? EXHIBIT Ml: Norman Interim Exeeutive Skeeter 013m 19 Aug 2017 Deer MI. Norman, 0:1 Ifuly 23m 1 attended a meeting eailed ?by Daphne Dowdy, Directs: of the OETA Founde?om Thombme Were also Bush, Malawi Vaugh?, Traci Emmett, Bob Hakim and Janett attendance. The mee??g was 1:0 diseues 1Elle OETA pennant server and grae?eg access to sales peeple employed with the Fenncia?en. Unb ehtownst to me at the time you had not been wormed or consulted eh out this meeting or it?s immense The of the meeting die not g0 we? and I have fer: meemfertable ever since. After sexe?xl can "dere?enl feei it me eess my to express my me asinese and concerns #11 regard to thoee pm seedi?ge. iejped it became apparent to me that the e?itude?pmjected by Foundatieg AS the ?ieeussien deve staff was mcempmmising, My feeiing was that the Aume?ty staff was exp eased to do what we were told with disrega?i to anything else We may have as a priority. When it Weepointed 011?}; that we indeed have higher priorities the conversation teak a tern for the meme. Accusations of ebetrue? ere emi un~ee eraiien were made in an ma??cr. At cane point Ms. Dowdy began shouti?g. Gei?g fgicw?d I have coneem about how to werk with the 'Feunda?en staff and leadel?ship? I fa e1 it i?apprepriate that I was 51111131011536, wi?lout my boss?s knewledge fer the put? use of grantng pemissien it) use Authority essetS. Given the demeanor ?fths meeting I am um: emferieble' with the pres sure aeelied to grant pemis sing, I believe a discussion between you and Me. Dewdy should have taken piece ?rst enci that my insttue?on should have come from yee. I am ?le? my jeb was put at risk in this Sima?en and may be again in the ?mme. As a Navy vetera? I am. :1 among believer the chain of command. In this situation TL weuki feel mere een? dent if I could semi en "the pmtee?eiee a solid chain should provide With reagent, Dan Bigbee Eigital Network Specialist OETA Polly Andersoo W. From: Dan Bigbee Sent: Tuesday, May 15, 20131221 PM To: Polly And arson Subject: network report Folly, Last Friday the twee summoned by Ms. Dowdy to the foundation eonferenee room. Upon enterhzg I was introduced to a team of IT people, apparently led by Brad Thomas, Laptops were opei'ating and team members were obviously doing some?ting, This was a complete empriee to me. Me, Dowdy informed me that they would be handling 11? chores for the foundation in future. [was presented with a list of foundation email addresses and to forward the eooespondlog address: to a new address at My instructions included deleting emails forwarded to I was then dismissed without any oppettonlty to diocese what the outside IT team was doing. I have not forwm'ded any email nor has any been deleted If Me. Dowdy has ?other ineo'uotione for me I will millet they come directly from you. To my mold outside IT people working on the network without pem? esion is hooking, 130 dtiilerent than an anonymous party woMg offshore. Without any knowledge of what may or may not happen to our network 1 took immediate actions to Safeguard the in?eetroeture. Passwords were ohenged and Services shutdown to prev eot changes that could adversely impact us. I have cendooted on examination to see if any changes were indeed made. Formoately as oftodey nothmg has been done to harm the network. I will continue to monitor for probleme and take whatever measures are to protect our newexk. You will be informed. Dan Bigboe Jr. Digital Network Specialist Oklahoma Television Authori 1y ottoman? Coll Website I Foca?oolr: 1mg; gtsteggom EVE @rtteit Gamma;? urgent Complaint re: treatment: ef gay BETA Fauntiatten Staff ?anett King TezBamr Beau Ete- am?! Gone eyentng and late hope that thte ?ndeyou went I am sending Yesterday attempun [wee b'y UErAt?'te'rtm Eireeu?ve Direetar 'Mrirk Nam-ian end GEE HR Represeritattv this to area in yeur capae?tty as bhafrel? th Tue, Aug-t3. 2017 at 8:23 PM GETA Feundetten Board of Trusterts'. Geerge?l'ayter of a serious eemptetnt med internally at OETA by empteyett by DEFA tnirgtv'tng the treatment by 9&1} Foundation stem A multitude erdatmewere made in the eempteint; In the essenten thetthe treatment at {he by the BETA Feuddetteri elatt tn question emanated to Ceramieelen, The wmptatnt as provided in Mr. Herman and Mr. Taylerts prevtdad betew thy signature tines. The eerie empteye BETA Foundatlen. te-a?ee?utts charge net have appenrtemy authority overcame Fe . matterto ynu year Invae?gatiert?eftl tn aneurdenee with the DEW. FD gndeljen empteyeest-th undatten'a precedweedand preterm requegt an en?ete en memeueres you deem appropriate: Jerome etse reepee?utty est: that'you remind the OETA Foundetten st?etf warkpte?e er attew retaliattnnegatnst eny'emptoyee?fdr repodtrig alleged werkptaee diaeriminatinn. tibenkyou ?etncerety far your theugtqtiut attention and and tnryeur mn?nued to Grime Ganet??ng Chair, GETA Heard ef?trecture Wea'?tea'fdm, {Manama "at Term cletrn' went be to cite harassmentgutdetlneepravide?ct by the amt ?Empleyrnent?Opper-tunity wh?e ?ted the camptelnt nee grer?rted p'enntseten?for It te'he {d the OETA F?undattnn Beard 9? Trustee: dose. Therefore 1 am referring the 5: {the lathe magnitude eft?nte eletm Wentd et?n-reepeet?rtty In qirhetten that OETA wltinut??erate the fromrcurtts Caitlin . Sent: Mendey, July 24, 2017 1:21 PM Tm. mark Norman; GEdrgeTeyter Subject: Grieg! {homing Mark. As? have beenvdi?cp ee'tng stn'e'e my retum to work. have Friday of hrgught tn a-bhead' since the attains? The meeting were intended to [1'3 tin informal meettng and Danhn? joined the?rneettnet During the meatlng,_Dephhe Wee . t'a' override my suggestfung aducatiunat eutreeph mpmeanta?ve-rgr this new (DEW. At unene?tni In the me away from mewh?e we're ep?eldng. Addt?en?tl'yg the tasks end are nteerty euteigte harewpe 9! teen: as Chan's preeuettur; Jseetherretl and myself (only these Jee?t her} heart ass enager. "those tests include drafting a prumettenat ematt been having s?dme tseueewtth mmeOHA-Feyn?e?un 'end their irtterae?une with me. The rnteettng on ya heheuten; have moved tram pesejve to active. who arewertting cttreetty with the pretest). ?ewever. qpun arrival Louise cliemtsetvetawerde me speaktng only to desert, diereg'erding any med?e'by resend grammar-airline rurtne raune?n party (bacilttenatly date by ?emmtintcettene' pemennen. etc, Atat- as yeu knew! prior to my gritng on leave a deadttne for the eeinpt where yes; (Main: present. Hewetien upnn my return that new began wmmunteattng to te?der?htp that 1 {cube Calvin} liaid mt chem-Jetw- dpne te dernaen my and reputati'en. Adr??unetty. This a ntt?nr?an re higher prion-e mete-?fe My. terger concert: te for the consenting the behatrt'rjre end coming 'frum BETA Faun?attan 'pereenr?tel (ape line was, changed fer-no apparent reason. And. utter: has art undue stratn en any department by Heel have weenie a hostile mutt environment tar medyetu the reestme: 1, I have ?theater! 3 history etthesebehailars tetlrards? ether rrten whit for eernrrum raise tre? hehevte?r; ejs mantigneti ahetre, current: interlnt Erect! Ht! tune theWh?t?s the peat tauneh perm, she made comments and gett?ree tn qu?rir?on ht; that ?s atten?tm and emperty thmmu ntceteDEtTt proddets end serykee, arid-that he e?uled it} ht?e place, and new where she ?es?n?pn same e?eusrtrety errand Ms. tits-titles frit' Rea Learn anti ?ll his guhtte We: tnj: lung amt-dawn eat t5; heltt pernalr,L me as tier-untamed 3W5. In during emanating with gum when} hart pemennet ?the meld pe'retig'ty In the ta unch pert?, I It iaw ndatte n] with their titles. Upon Ms, Bush began tn laugh lindty and health Ms. Leah at?e?e, {audly red tnees fer h?'rsel? Urine retrie?rtnettie meme-m raises? In tespa use, I turned the noneeme?nn tolgat :te?ritniejtzeri. stunt {Wan ht?r?ed {rife Q?El??es'a Deputy ?ttedp?en eta regent: Burma Festive! ?52014. Mr. Lee wtthoutspeektng te me at th theeueht-fr?heessfg?ed gosj?en listed enthe page, rt'the?ttmirnpriate in M5. Lee?elre?be'gen ta-le ugh anti tanker! at the ethti nrrf? fem-letter: t6 dehumant in cattle??nn- utvatente??t'ge to thatch has a an Executive Inca dlrentiys thati tires to set-"astde misiwtth thE event. rynnerettna'tnct, terminated to M5. ?ulh? required nftne :thatl weulrt prefer not the want: She excinli'necl ?Thts EEpart efyeur jet: and eyerybi-te dees?ttl" than niurmerl away. Stacey ee qr Me; Dotted? anti he r'gtett?e gimme mats! Ilt?l winter} receiving tram their: 15 at term ht discrimination th' nettle wart: envlrenm ant-t E500 harassment indudes: He'reeg'm'?nl is meme ?e?ndutt that 15 based on rare?eoten (elinien. sex {tract untewl?t? \t?nere 7) endu?ng the eftenetee mndupt becomes a at continued employment, or 2} the conduct fa-setrere erpervaetee eneugh to male awork environmentthat e? weutd beetle, taf'abps orpertletpe?ng In anyway In an ieresltgeitian. prena?edin?gt, Indtviduels, In ytolaltnn of these Ia'wst Fatty shuttle. enneyenmesx and tsetetett Inaid ents' (?nlese extremety seminar} wit! ?net tree {at the l?uel hostile, nrettenetve to reagenabte penptet Offenslue conduct m?y tnetude, hut-ifs net limited re, e?en??tve jokes, stare. epithet: er na?m?e celtl?nn. attentive objects qr end Interference with pe?ennanw he stated above. M5. Dewey?s behat?nr IE steady interfe?n all outreach ta eduea?enel institutlens an behalfefOE-TA. that my depertmentbe removed from the project, Qt?r?il?my agility, {p Beea'une nf We at: .abie Int . Ut?m} pregrieneyh netle?net Begin. age {40, emitter). terns else protrttail against or lawsuit under these (awe; er hppostng precttqee Per?tnn the duties estimated with my ct the-strain {retried by the unmananled change Bhw?y, seeci??celty eu?m?emtn'g the former??x? etlng (she even mated her eyes and sht?ed her puelure 'Ign?Bd'by Stephen {redtlienalty held by either r?nyI department or the epmmurttealiene department fer her to send in BETA heard member. Jny He?me?tst'en ett?on' at the e?ntcutm gulrie wee set for in Guinea: tn at meeting BETA Feundatten {Daphne and Lynn] s'sad several deadlines. As mre'mnin?eu?n'te etearty untrue, thrive taken ttae?an e?mnt en my negattuaty impacting our gttue the necessary Daphne Dandy, Bush and Lput?e? Lea), \y?te?n rlu Ewe ?irt-Jam {Den Sghteriel} ?itjtih e' Directo?Mert-t Nmmenkirt a ens-reverie meetingwith sted pejraenrget?em hell-r erganize?ans and the em snma?tirly 31qu" atltt'i H?hd?? Ms. Lang-he db?ume?t to treu guy; Were {silty sitter: these title: so cautd have. Humver, thiE ?npirtence Jizfl rn??elina Eighty demearie? end gr an outward efher thoughts {nteanirtgasel?ng tun {animal were and erecting wIth them Many way, [er any I rent that true to the treatment that i am new [have enty witnessed thaee bettetitere {rem l'u'tet Dewey inwards: ether rnen. Awarding In the grgjenette teatime: at: in relalle?pn rur ?ttng a glecrimhatten charge, that they'rauennahly behave diet?ri?tlnat?e enamel 'Tu b'e hand eat meat ne'er; mitt an that weuld he or threats, Intuntdatiom ?dtcute hfnientter?y, Instill? nr put-downs} here at DEM. as lien} the perenn whe le responsible for Tn tt'eedtirle' for Whet?sthe Deat,.l was fumed ta request a: rv?J .-..- EXHIBIT Gur?a L. Gaivin was Frehldent m? Educaum and mh?aq? DEM I-.: . amt Small Garrett King Fwd: Mosaic Review 1?0in Andersen Thu, Feb 22, 2018 at 9:30 AM To: "Mr. Garrett 11g? FYI - Polly Begin forwarded message: From: Bill Perry Date: February 21, 2018 at 9:17:17 PM CST To: ?olly Anderson ?a Polly Anderson Cc: ?bj ect': mastic Ratios? The overall impression of the ?Mosaic? episode was that it fell quite a bit short of its potential, considering what it could have been. This program would. never have left the OETA documentary department without considerable revision. Some problems: . The story-line, or plot, is unclear. There is a clutter of topics rather than a planned content arc from beginning to middle to end. This indicates a lack of planning, scripting and oversight by whoever had that duty, if anyone. Was anyone with credentials and a plan really in charge? . Photography was good in moments, but always restless. Visuals were constantly moving in or out, left or right. - Editing was distracting, especially in the interviews, which were often double boxed without purpose. Other "gimmicky? editing techniques were also used that were jarring to viewers. . Use of natural sound was nonexistent, but numerous opportunities were Unedited drone footage is always silent, but can be supported by sounds other than music. Just using nature sounds, roorn sounds and street sounds transport wearers to the location. - No interaction with real people, just of?ciais who had a salt-serving point of View. Crowds of people were shown, but no one spoke on camera. . At least a third or more of the content seemed like a mali commercial which Was encouraging shopping, not educating. This part looks like an infomercial not a documentary. Is this a program commissioned by a chamber of commerce? The best content (history of the Usage) was buried in the middle. Bill Perry OETA VP Content troduction 49 Years experience in Teievision Founder of OETA Documentary Department Batime Emmy winner The credits were ridiculously long, as if that made the program look more important. The crediting of irrelevant names was absurd. Everyone employed by the Foundation was given a sometimes nebulous credit, even including the custodian and maintenance man. Now that is ridiculous. it?s obvious a lot of money was spent to complete this, including commissioning an artist to create a real mosaic logo (which could have just as effectively been generated electronically with actually more creative control and brighter colors). Overall, it was money not weil spent with apparently no guidance or oversight from anyone who has experience creating TV programs and an understanding of mission for its viewers. There is a lot more, but the best Mosaic description is that this program represents a wasted opportunity to do it right as an exploration of an Okiahoma community, its people, its history, and its renaissance. This program comes off as a phone book being marketed as a novel: there?s a lot of talk but no story. 3i11i?2019 Gmail - FW: Program Projects for OEFA from the Foundation i?sza?. Garrett King? FW: Program Projects for OETA from the Foundation Mon, Feb 13, 2017 at 11:15 AM "Barry Beauchamp?" Mark Norman To: Garrett Ki Mark Norman Garrett and Barry: I do not want to send you gentlemen a daily email as we approach the retreat. But the two emails below are ones I think you both needlto read. send Mrs. Dowdy a note about the fact she continues to move forward on programming projects using AUTHORITY STAFF with very little planning and in most cases no budgets attached to the projects. You can read my note asking her to stop for now and?for she and to meet to discuss the details of the projects. You can see the very unprofessional email reply she sent me in reSponse. This lack of communications was serious problem between Mrs. Dowdy and Mr. Schiedel. I saw and heard about it but now being in the ED position and trying to do what the board has ask me to do i am having issues with Mrs. Dowdy and her desire to push forward on projects using the Authority Staff who are already few in number and Very busy. She does not seem or want to understand this and continues to not want to work with Bill Perry, VP of Local Content. You can see her negative statement about his department and his decumentary staff. As you go forward with the retreat this issue must be addressed or nothing will be accomplished. It makes me sad to have to send this note to you two gentlemen but i think it is at the root of the problem between the Foundation and the Authority. Mark Norman Interim Executive Director Oldahoma Educational Television Authority ?0 Website Facebbok TWitter lnst?agram THE BEST IS YET TO COME ON OETA FESTIVAL 2017 Hamilton?s America, Victoria, Brit Floyd, BroinFit and Much More Only on OETA This March! Support Smart TV Shows You Love at From: Daphne Dowdy Sent: Friday, February 10, 2017 7:06 PM To: Mark Norman EXHIBIT Subject: Re: Program Projects for from the Foundation I a I 1f? 3f?l1l2019 Mark, Gmail FW: Program Projects for OETA from the Foundation Thank you for this delightfully succinct complaint. This is disappointing coming from you. it sounds a lot more like Bill Perry. I will admit I expected this type of pushback when i dared to suggest to your group today that the documentary team consider contributing to the quite?promising RARE project, increasing their annual production output from a whopping two hours to two hours and 15 minutes. Which could possibly, for the record, be the worst ROI in television history. Sadly, most of your facts below are incorrect and I?ll-informed but i don't have the patience to correct them. You can be assured that you will hear nothing further from me or my team on these projects or anything else. And if you'd like us to cancel Festival so Bill doesn't have to get those cameras manned, we will be happy to oblige. Daphne On Feb 10, 2017, at 6:01 PM. Mark Norman wrote: Daphne, i am not sure how to say this other than to be straight forward. Today have seen three new programming ideas come across my desk. 1. This Rare Creatures of the Photo Ark, 2. the Journalism Project with other state public media organizations and 3. VP Curtis Calvin tells me that you, Kelly Burley at KOSU and he met in Tulsa to discuss a kids music project in October. Plus we have two other projects ?What the Deal? and the "Lyric Theater Project? that also have started with very little planning, no budget and little consider of the time it takes for ?Authority Staff? to get these projects completed. The Authority board has ask me tokeep the station going anti-ltd hold steady on projects. The Board Retreat has as one of the topics that involvement the Foundation?s has in the stations Programming which decisionson Bill Perry and I both looked at the Rare Creatures Project and since it requires our existing staff to do more to make it happen with no additions! staff it makes no sense to me. A grant that has no budget to support people to do the project is just not going to work. Anyone can apply for a grant but having a plan-to make the project a reality is what has to happen. Our staff members in the Documentary and News area are as low in number as we have been for years. To ask them to do more would require them not to do what they are required to do with our current programming or we would have to pay over?time and they would work extra hours. i am not in support of more projects without more help or a budget. in the Festival meeting the other day Bill Perry told us he had to ?nd 8 volunteers from ?other stations? in town to fill holes in the Festival Schedule because we do not have enough OETA staff to fill the Festival h+ ni {1011.90 Fnh? IQHJ?Bl-tongn?1 7 917 311112019 Gmail - FW: Program Projects for OETA from the Foundation holes. We really need to think about our mission and make sure we have staff to get the projects completed before we go forward with new projects. The Journalism Project that you discussed with me a when I ?rst started in October involved a CPB $100,000 grant you said you wanted to apply for to study the potential for a Journalism collaboration. I guess we did not get that grant because i have heard no more about itsign a letter of agreement to try and work with other Oklahoma Media to see if we can make theiournalism gathering of public media more effective in Oklahoma. lam willing to meet with the others you talked to and presented the letter to this week on the Journalism collaboration. But with the OETA Journalism staff at 6 peOple and struggling weekly to get out-the 30 minute newscast adding anything to their workload would be a-problem. The funds to make a project like this go forward would need to be considered as we are at a point where state funding for OETA for next year is still unknown. We may need programming raised on air to funding the daily operation of the OETA network going forward if the state budget is cut more. Making investments in a Journalism project needs a budget that does not away needed funds or staff from our current and future operation. The project with Curtis and his staff was never discussed-with'me so I know nothing about it. Curtis came in today to say he would-try towork on it but he has several other projects going during the year that he feels are his mission. He says he does not have a staff or money to do another project and he feels his work during the year keeps his staff busy. When was this project ever presented to OETA management and-how will OETA bene?t for the project and will it cost money? My suggestion is we hold all new project discussion of programming ideas that the Foundation has for the Authority Staff. After the retreat if the Board?s both think the Foundation to continue to come up with programming ideas then we can discuss a plan on how this can be done in a manner that does not involve the programs going forward without'a budget and enoughstaff to do the work on the project. Coming up with programming ideas that have no budget and not staffing requirements listed in detail needs to stop. lt ends up making staff angry and they feel like they are being taken-advantage of. now have Jessi asking me for more help to finish the "What?s the Deal Programs". This may be justi?ed but once again it needed to be discussed and funding sources identi?ed We have started the Lyric Theater project a small project but it takes OETA Authority staff to make it happen during a very busy time of the year, THE FESTIVAL. have seen no budget on the project? The production department and your staff came up with this idea but atfithis point I have not seen a budget for that project and I am concerned about Jeff?s time and overtime during THE FESTIVAL. He is the senior director for The Festival which the Foundation needs to make the show happen. Once again moving forward and using the Authority Staff without taking into account their job i descriptions and tasks they already have been assigned is causing problems and concerns. I trust you I understand my comments in this note as this is an effort to get you to look at what you are asking and to i do what the Authority Board has ask me and you to do and that is to hold steady and keep the station going and not star?ng any major projects. 3f? 3i111?2019 Gmail - FW: Program Projects for OETA from the Foundation welcomed a discussion at any time. i do not want us to have a con?ict over this issues. 1 want to talk about a solution. Mark Norman Interim Executive Director Oklahoma Educational Television Authority OWEN Website Facebook Twitter] lnstagram THE BEST 15 YE TO COME ON OETA FESTIVAI. 2017 Hamilton?s America, Victoria, Brit Floyd, BrainFit and Much More Only on OETA This March! Support Smart TV 8: Shows You Love at From: Daphne Dowdy Sent: Friday, February 10, 2017 3:45 PM To: Mark Norman Subject: RE: Station Stipend Opportunity Rare - Creatures of the Photo Ark No. The money comes in and is expended like any other grant money. This grant covers content and related outreach. We wouldn?t hire this out. it would be in-house production if anything. From: Mark Norman Sent: Friday, February 10, 2017 3:40 PM To: Daphne Dowdy Cc: Mark Norman Subject: RE: Station Stipend Opportunity I Rare - Creatures of the Photo Ark Interesting project. How does this work? Who gets the Stipend? Do we hire someone to shot the project once our idea is approved and they just accept what we give them? Giving a Stipend to existing staff I do not think would be possible but would have to check. Idea is very interesting. I guess we are looking for a match of the $10,000 before we can? make application via the Mark Norman interim Executive Director Oklahoma Educational Television Authority 4J7 3i'11f2019 Gmail FW: Program Projects for OETA from the Foundation enema?menu?? Website I Facebook Twitter I Instagram THE BESTLS YET TO COME ON OETA FESTIVAL 2017 Hamilton?s America, Victoria, Brit Floyd, BrainFit and Much More Only on OETA This March! Support Smart TV 8: Shows You Love at From: Daphne Dowdy Sent: Friday, February 10, 2017 9:38 AM To: Bill Perry Cc: Mark Norman; Robyn Tower; Bush Subject: FW: Station Stipend Opportunity Rare - Creatures of the Photo Ark All, WGBH has issued an RFP for projects around RARE Creatures of the Photo Ark. We have a close relationship with the OKC Zooand Kirkpatrick Foundation has sponsored Rare in the past. We might have an opportunity to partner with these folks to enhance the $10,000 stipend, should we receive one, and do something big. Bill, Have a look at the RFP below and let me know if your team has ideas for content that would meet the parameters of the stipend. Robyn and Lynn, Thoughts? This is a June/July turnaround so that timeline may take Kirkpatrick out of the mix. Daphne From: WGBH Station Relations Sent: Friday, February 10, 2017 9:15 AM To: Daphne Dowdy Subject: Station Stipend Opportunity Rare Creatures of the Photo Ark ?lo-iliC-il 5?7 3f?l'il20?19 ?lo-u fHF?u II Gmail - FW: Program Projects for OETA from the Foundation No Images? Click here Ei?oeLheadeLbutter?ies Apply for a Rare Creatures of the Photo Ark stipend! Beginning today, your station can apply for one of ten, $10,000 grants to create local content and engagement activities around the highly? anticipated broadcast of Rare Creatures of the Photo Ark in June/ July 2017. Rare - Creatures of the Photo Ark is a unique look at endangered animals, birds, reptiles around the globe through the eyewand the lens?0f author and National Geographic photographer Joel Sartore. Joel?s been on an 11-year quest to create the Photo Ark, a ?digital collection? of the world?sspecies. ijphoto ark_banner Details on how to apply for a $10,000 stipend and the requirements for submitting a proposal are available here. Please read through all instructions before submitting your application. Here is a sneak-peek video that takes you to New Zealand where Joel treks into a forest with animal conservationist Tracey Dearlove to find endangered Rowi Kiwi nests. Bjsneakjeek The deadline to submit your station's proposal is March 10, 20117 and recipients will be announced in. late March aot'7. 333 1 C) v? If you have any questions about the RFP or Rare Creatures of the Photo Ark, please let us know. Best regards, .. ?Mirna: nalnonliahn 7 htr?n 3H?1l2019 Gmail FW: Program Projects for OETA from the Foundation Barn 8: Alexis WGBH Station Relations Bara Levi1__ Alexis Fember WGBH Station Relations One Guest Street Boston, MA 02135 Unsubscribe 4 attachments Lj-q image001.png 41K image003.png 2K Es. imageOO1.png .1. ?5 41K ft] image003.png a? 2K TIT OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 TOGETHER WITH INDEPENDENT REPORT OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION ER THE YEARS ENDED JUNE 30, 2017' AND 2016 2017 2016 OPERATING REVENUES: Subsidy from OETA Foundation 1,626,014 1,813,137 Telecasting, production and other income 274,361 393,650 State grants 287,109 299,986 Total Operating revenues 2,137,484 2,506,773 OPERATING EXPENSES: Pi'ogiamming and production 1,755,923 1,334,452 Broadcasting and technical 3,186,091 3,094,290 Viewer support 10,320 39,052 Depreciation 1,603,414 1,333,342 Administration 525,351 574,024 Total operating expenses 7,032,099 7,480,160 Operating loss (4,894,615) (4,973,387) NONOPERATING REVENUES (EXPENSES): State appropriations 2,905,787 3,153,848 1104de contributions 379,515 368,461 Net uonoperating revenues (expenses) 3,2853 02 3,522,309 Income (loss) before other revenues, expenses, gains and losses (1,609,313) (1,451,078) Capital contributions received through OETA Foundation subsidy 315,307 16 8,71 6 Change in net position (794,006) (1,232,362) NET POSITION, BEGINNING OF YEAR 7,932,746 9,215,108 NET POSITION, END OF YEAR 3 7,133,740 7,932,746 The accompanying notes are an integralpart of these ?nancial statements. OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY CDMPON ENT UNIT STATEMENTS OF ACTIVITIES (OETA FOUNDATION) FOR THE YEARS ENDED JUNE 30, 201? AND 2010 SUPPORT AND REVENUES Contributions Grants Interest and dividends 80011200 and unrealized gain (loss) on investments Underwriting revunnes RenIal-af?liatc Other Net assets released from restrictions and Iransfers Total support and revenues PROGRAM SERVICES Subsidy to BETA Programming and productinn Engineering Program information SpeciaI projects Tntai services SUPPORTING SERVICES Adminismninn and general Fundraising: Solicitation Membership snrvices Total fundraising expense T0101 services T0101 expenses CHANGE IN NET ASSETS NET ASSETS, BEGINNING OF YEAR NET ASSETS, END OF YEAR, 2017 2010 10010010111)! Temporarily Restricted T0101 Unrestricted Restricted T0131 4,305,283 .8 6,032 4,311,320 8 3,654,527 3 190,591 3,845,118 121,369 1,610,271 1,731,646 47,960 1,644,502 1,692,462 352,470 3 52,470 393 ,021 - 393 ,021 2,396,356 - 2,396,356 (679,936) a (679,936) 553,712. - 553,712 412,960 - 412,960 231,730 231,730 231,730 - 231,730 246,523 - - 246,523 192,570 - 192,570 1,873,938 [1,873,938] 1,643,293 (1,643,293) 10,081,386 (257,629) 9,823,757 5,896,125 191,800 6,087,925 2,441,321 2,441,321 1,981,853 - 1,981,853 2,210,486 2,210,486 2,104,229 - 2,104,229 20 - 20 5,305 5,305 82,473 82,473 87,888 - 87,888 234,158 - 234,158 39,525 39,525 4,968,458 - 4,903,453 4,218,800" 4,218,000 959,456 - 959,456 815,135 815,135 913,127 - 913,127 817,531 - 817,531 403,185 - 403,135 409,310 - 409,310 1,316,312 - 1,316,312 1,226,841 - 1,226,341 2,275,768 - 2,275,768 2,041,976 2,041,976 7,244,226 - 7,244,220 6,260,776 - 6,260,776 2,837,160 (257,6291 2,579,531 (364,651) 191,800 (172,851) 35,695,861 2,641,679 38,343,546 36,060,518 2,455,879 38,516,397 5 2,390,050 $40,923,077 The accompanying notes are an integral part ofthesc ?nancial statements. $35,695,867 11 2,647,679 $38,343,546 OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2018 AND 2017 TOGETHER WITH INDEPENDENT REPORT OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION FOR THE YEARS ENDED JUNE 31], 2013 AND 2017' OPERATING REVENUES: Grant revenue passed through OETA Foundation Subsidy from (BETA Foundation Teteeasting, production and other income State grants Total operating revenues OPERATING EXPENSES: Programming and production Broadcasting and technical Viewer support Depreciation Administration Total operating expenses Operating loss NON OPERATING REVENUES (EXPENSES): State appropriations [n-kind contributions Net nonoperating revenues (expenses) Income (1088) before other expenses, gains and losses Capital contributions: Grant funds passed through OETA Foundation OETA Foundation subsidy Change in net position NET BEGINNING OF YEAR NET POSITION, END OF YEAR The accompanying notes are an integral part of these ?nancial statements. 2018 2017 951,142 8 1,017,574 374,802 508,441 509,279 274,351 287,109 1,945,223 2,187,485 1,583,835 1,755,923 2,783,275 3,185,091 45,195 10,820 1,584,149 1,503,414 810,281 525,851 5,905,735 7,082,099 (4,951,512) (4,894,514) 2,701,885 2,905,787 379,515 379,515 3,081,400 3,285,302 (1,880,: 12) (1,509,312) 834,205 418,425 7,754 395,881 (1,038,143) (794,005) 7,138,740 7,932,745 5,100,597 8 OKLAHOMA EDUCATIONAL COMPONENT UNIT STATEMENTS OF ACTIVITIES (OETA FOUNDATION) FOR THE YEARS ENDED JUNE 30, 2018 AND 2017 SUPPORT AND REVENUES Contributions Grants Interest and dividends Realized and unrealized gain (loss) on investments Undenvriting revenues Rental-af?liate Other Net assets released from restrictions and transfers Total support and revenues PROGRAM SERVICES Subsidy to OETA Programming and production Engineering Program information Speoial projects Total program services SUPPORTING SERVICES Administration and general Fundraisiog: Solicitation Membership services Total ?mdralsing expense Tera] supporting services Total expenses CHANGE IN NET ASSETS NET ASSETS, BEGINNING OF YEAR NET ASSETS, END OF YEAR 2010 2017 Temporarily Temporarily Unrestricted Restricted Total Unrestricted Restricted Total 3 4,363,703 3 3 4,363,703 3 4,305,233 3 6,032 4,311,320 573,036 1,456,429 2,034,515 121,369 1,610,277 1,731,646 336,332 336,332 352,470 352,470 1,741,325 - 1,741,325 2,396,356 - 2,396,356 533,261 533,261 553,712 553,712 231,730 - 231,730 231,730 - 231,730 45,904 45,904 246,523 - 246,523 1,526,750 (1,526,750) - 1,373,933 (1,373,933) - 9,407,596 (70,321) 9,337,275 10,031,336 (257,629) 9,323,757 2,177,913 - 2,177,913 2,441,321 - 2,441,321 2,172,534 2,172,534 2,210,436 2,210,436 220 - 220 20 20 79,461 79,461 32,473 - 32,473 140,603 - 140,603 234,153 234,153 4,570,736 - 4,570,736 4,963,453 - 4,963,453 1,024,390 1,024,390 959,456 - 959,456 1,030,330 - 1,030,330 913,127 - 913,127 341,414 - 341,414 . 403,135 403,135 1,371,794 - 1,371,794 1,316,312 1,316,312 2,396,134 - 2,396,134 2,275,763 - 2,275,763 6,966,970 - 6,966,970 7,244,226 . - 7,244,226 2,440,626 (70,321) 2,370,305 2,337,160 (257,629) 2,579,531 33,533,027 2,390,050 40,923,077 35,695,367 2,647,679 33,343,546 $40,973,653 $43,293,382 The aeeornpanying notes are an integral part of these ?nancial statements. $33,533.02? '35 2,390,050 $40,923,077 WWN STATE OF OKLAHOMA VEHICLE NUMBER YEAR . MAKE TITLE MO. 2035 EAHI 55?913282?16?s BODY TYPE MODEL DATE 1st mm mm: ISSQJEIJ UT SRX 021'101201?4 AGENT NO. anmmama TYPE OF TITLE 15 13 TRAN SFER 9 2 ?1 A1- DATE ms. NAME AND ADDRESS OF VEHICLE OWNER LOSS OR SALVAGE THIS VEHEGLE 1:5 SUBJECT TO THE FDLLOWEMG 01(21/20 1f: 11 :03 TIHKER FEDERAL CREDIT UNIDM 4 if fier?b} ?ri?ed h? the: remrds of the Oklakmma Tax due perm? ??ied harem: IS the abmr if M: ve?icf? . above which La" subfau to a f:en(s) as ?own; hamper, {he vehicle may be rubj?cr to other hens er svcun'rv rr .v cawmomo. 14641692451335?? [This 15 net ti?e number) . Assuaumenf 6F mu; av Etaismhaa awn EH ne?ter. L?st Liganse? Hem: IF REGEJEZERDIS ifwe hereby andt Warrant awnere?fp of the vehicle described 011th5 certificate 10 t?e aubzect onfy ta the OMEN {iens or encumbrances If any, praperly noted on ?15% cem?cate A DEALER. PLACE OKLAHOMA Pm?ase?a) Name (Type or Print) 0 ETA FIEmum Wt. etc?: 05:: Actual Purchase Price at Vehiafs: 3; :7 ipemfy to the has: ef my knowledge that me GDGMETER READING re?ected an the vehicle: 5 odometer and listed below [8 me ACHJAL MILEAGE cf the veh Isis UNLESS mm of the acmmpanying atai?ments [a checked 1 The odometer has exoeeda?d?rts mech?nlcal I?fmns. I :5 - Ld? TENTHS) 5:5 2 The 069111913? ?admg? NOT {he actual m?eaga. Warningw GwikPWFI-ymny Primed Nam: 6f serieris). a Signature of Seams}: Subscribed and am in efore me my ?ay of Notary Pubilrs. - Edmmimin?'?xpira?on: Nafarizaif?: qufd if o?salier?s: signaiumfs). Af?x unfair]! seanfam?v ?0 5?15? ?ght. 3ignature of Huygens): Printed Name of Buyeds): Hg" egg-:4! Favmwm 12:9!2018 Mosaic (fun: l'nv 1? 1 :j ?ll r5: $.34 I 7 IA I..1 HOW TO WATCH FULL SCHEDULE EXHIBIT 33 112 12f9f2018 Mosaic 2f2 .. .m?pgg IH i 1 December 14, 2018 Via Hand De?vem Oklahoma Educational Television Authority Foundation (?Foundation?) Daphne Dowdy President 7403 N. Kelley Ave., Oklahoma City, OK 73111 Ms. Dowdy, This letter provides notice to the Foundation that it must vacate the premises at 7403 North Kelley Ave, Oklahoma City, Oklahoma, by January 13, 2019, The Foundation has no iegai right to alter the physical building or occupied spaces in any manner and must cease and desist any attempt to alter the premises. Sincerely, Garrett King Chair, Board of Directors cc: via electronic mail Rob Krier - V.P. Chief Operating Of?cer Griffin Television OETA Board of Directors OETA Foundation, inc. Board of Trustees OKLAHOMA EDUCATIONAL TELEVZSLON AUTHORITY 7403 North Keiiey Avenue - Dkiahoma City, OK T3111 (405) 848-850} (BOO) OETAIV December 29, 2013 he Oklahoma Educational Television Authority Attention: Mr. Garrett King, Chairman of'the Board 7403. North Kelley Avenue- Oklahoma City, Oklahoma 3?311'1 Re: Premises at 7403 North Kelley Avenue, Oklahoma City, Oklahoma Dear Mr, King: The Oklahoma Educational Television Authority Foundation, Inc. (?Foundation?) has roceived the letter which you issued on behalf of OETA dated December 14, 2018, which, among other items, demands that the Foundation vacate the premises by January 13, 2019. OETA has no right to demand that the Foundation vacate the premises and, as such, the Foundation will not. do so. The Foundation finds no document in its possession prohibiting it from making alterations to the physical building or occupied spaces. Even if an agreement with such a prohibition exists, OETA has, over the years, waived it. You are aware that not only has the Foundation made material alterations to the building over-the years, with full knowledge. and consent of BETA, but also that the Foundation built, with its-funds, a substantial portion of the building. Regards, Daphne Dowdy President 8: EEO ROBERT L. ALLEN TELECOMMUNICATIONS CENTER oe?ioJV 7403 North Kelley Ave PO. Box 14198 '1 Oklahoma City. OK 73138-4190 ?405.648.8501 0 1.800.879.6382 LEASE AGREEMENT 2006, by and between GRIFFIN TELEVISION QKG, LLG, an Oklahoma that liability oompany,? hereinafter referred to as ?Lessor?, and OKLAHOMA EDUCATIONAL TELEVISION AUTHORITY, created by 70 OS 2001, 28?101 at sag, hereinafter referred to as ?LesseeLEASE AGREEMENT, made and entered into effective this the day of WITNESSETH: in? consideration of the rents and covenants hereinafter referred to, the Lessor does hereby demise and let unto Lessee all of- the following described real property and premises (?Leased Premises") situated in Oklahoma County, State-of Oklahoma, to-wit: A part of the Northeast Quarter (HEM) of58eotion 3, Township 12 North, Range 3 West of lndian Meridian, in Oklahoma County, Oklahoma, and said pail: being more particularly described as follows: i Beginning at a point 1328.5 feet West, and 827.25 feet south of the Northeast Corner of the Northeast Quarter (NEid) of Section 3, Township iEINorth, Range 3 West; thence South 350 feet; thence East 275 feet; thence North 350 feet; thence West 275 feet to the point or place of beginning; To have and to hold the same, together with all the rights, privileges, easements and appartenances thereonto attaching and belonging ?unto the said Lessee for a term of one year commencing on the 1st day of January, 2004:, the said Lessee paying rent therefor and yielding possession thereof as hereinafter provided. The said Lessee, in consideration of the leasing of said iprernises aforesaid, does hereby covenant and agree to and with the said Lessor to pay rent in the start of One Dollar per year, payable annually in advance. 1 it is understood and agreed that Lessee snail use the above-described premises solely for purposes reasonably connected with the combustion and operation _of a noncommercial educations} television broadcast station, including the erection thereon of necessary studio, broadcasting, transmitting and other facilities and, in this connection, it is understood and agreed that Lessee shaii retain title to all improVernents placed by it upon the leased premises and shall have the right and privilege of removing any or all of said improvements upon the tennination of this lease, except as hereinafter specifically limited. - it is farther understood and agreed that Lessee shalt have, and there is hereby granted unto Lessee, the right of ingress and egress to and from the Leased Premises over and across adjoining property of Lessor immediateiy sobth thereof, to the extent reasonably necessary to provide access to the above?described Leased Premi; (BLESS and from Northeast Street, Oklahoma City provided that ELessor retains the right to designate the location of such ingress and egress so that it does not unreasOnabiy interfere with Lessor?s use of such property. - There is also hereby granted unto Lessee the easement, right and priviiege to lay and maintain all necessary utility lines and transmission lines over and across adjoining property of Lessor provided that Lessor retains the right to designate the location of such lines so that they do not unreasonably interfere with Lessor?s use of such property and team. upon the television broadcasting tower erected by Lessor upon adjoining property and an easement, right, privilege andiioe?nse to ibstaii and maintain upon Lessor?s said television tower necessary cables, antenna system and other necessary broadcasting equipment provided that such lines;i cables, antenna system and other equipment shail not interfere with Lessons use of such tower. in this connection, however, it is understood and agreed that, to the extent allowed by Okiahorna iaw, the cables, antenna system and other broadcasting equipment appurtenant thereto which Lessee proposes to install andtmaintain- upon Lessor?s television tower will necessarily become an integral part of said television tower and cannot be removed therefrom without causing substantial damage to said television tower and causing substantial and costly interruption of Lessor?s broadcasting activities and that, by reason of such unavoidable damage to Lessor, Lessee will not be permitted to remove any part of its said cable, antenna system and, broadcasting equipment appurtenant thereto once it is in piece on Lessor?s television tower, except with the express written consent of Lessor, so long as said tower is used by Lessor for broadcasting purposes. it is funher understood and agreed that Leasee?s agent's and employees shall not be permitted to go upon any porticn?oi Lesscr?s television tjcwer without the express consent of Lessor, provided, however, that permission by Lessor to Lessee to go upon said television tower shall not be unreasonably withheld and that nothing herein contained shall prohibit Lessee from resorting to any court oi competent jurisdiction to compel Lessor to give such concept it is further understood and agreed that labor performed in instailing and maintaining Lessee?s equipment: upon Lessons television tower shall be at all times performed by personnel approved by Lessor, but at the expense of Lessee . - Lessee assumes all risk of damage to any property; which is placed on the Leased Premises by Leases and understands Lessor shall carry no insurance on the personal property and equipment of Lessee For the purpose of clarifying the terms and tenor of this agreement the parties hereto stipulate and agree'that the annual rental hereinabove provided to nominal and disproportionate tci the actual rental value of the leased premises and the easements, rights. privileges and licenses granted to Lessee in connectionztherewith; that the leased premises are bordered on three sides by the premises retained by Lessor for operation of, a commercial television station and that the execution of this agreement by Lessor is 2 a pubiic service designed to assist Lessee to provide nod?commercial, educational teievi?sion broadcasting facilities and that lessor oodldnot, in the exercise of ordinary prudence and business judgment, be a party to this agreement unless it were definitely understood that Lessee wiil confine its activities to providing noncommercial facilities which will not compete with the activities of Lessor. For this reason, it is stipulated and agreed that it Lessee ceases operation of a noncommer educational television broadcast station upon the leased premises described above, or engages or attempts to engage in any commercial broadcasting activities upon the leased premises, or charges or receives compensation from advertisers or other profit makingorganizaticne for teievision time on Lessee?s facilities, than, and in any of such events, this agreement and lease shall automatically terminate and Lessee shall forthwith deliver up possession of the leased premises to Lessor, with the privilege of removing all of its improvements, facilities and equipment; provided that Lessee?s equipment Upon Lessor?steievision tower shall not be removed except under the conditions hereinahove set out, and provided that Lessee?s other equipment shall only be removed at such times and under such conditions as will not interfere with Lessor?s operations on its retained premises adjoining the leased premises. It is farther understood and agreed that should Lessoncease using its television tower on the leased premises, then this agreement and lease snail automatically terminate under the same terms and conditions as if Lessee ceased operations of a noncommerciai educational television broadcast station. Lessee is hereby granted the option and privilege of aptomatically renewing this lease for meaty-five (25) successive one year periods, upon the same terms and conditions, unless Lessee shall give written notice at least one (1) year prior to the expiration of this lease or any automatic renewal thereof. Nonvithstanding anything in this Lease to the contrary, this Lease shall automatically terminate in the event that the Oklahoma Educational Television Authority Foundation fails to maintain the insurance that it is required to maintain pursuant to that certain Agreement of even date herewith. The terms and provisions of this Agreement shall beibinding upon the parties hereto, their successors and assigns, except that the rights and privileges granted Lessee hereunder shall not be assignable, either in whole or in part, without the eXpress written conseritof Lessor. . To the extent any limitation of liability contained herein ;is construed by a codrt of jurisdiction to be a limitation of iiability or agreement to Indemnity, in violation of Oklahoma law, such limitation of liability shall be void. at? EXECUTED in multiple orlg'mals the day and year first above written. LESSOR: GRIFFIN TELEVISION OKC LLC 'Wq By Mix a? "f 113? Fresicfent ?3 LESSEE: OKLAHOMA EDUCATEONAL TELEVISION AUTHORITY WW: its Epcmb 1mg i manage? [21.11 Fight Over commit 1 accountab?ity twiggers murt battle: thee abandon-edits Iangtime Elmdrais- 318W o1ganiza?on .ing nonpro?t. 311d mated to create {a Idahoma?s public television netwoi?k - After intemai c?zzi?icts with its sibling? . foandatiun expladed intq a legal ?lcinnish, the nme?member. Oldahqma Educational {16111858 batman ?lly Andersbn, executive director of the OETA since last year, anti Daphne'thdy?, Presid?n?t of the OETA Found?attomsinca 2.014, ?f?I?Eze ?nceucoqperative and courte- 0115 faiatioxiship beW?eIi QETA and the OETA Foundation Inc; 'has dete?nrated ctramattca?ys? the. Boaxci said in :1 Ian 9 stat?men?c The foumiation asked 1:113 newt for 'a aecianatoxy?tt?gm?nt to de?ne its r?ia?on?? . . ship with Th'e ItetWO?c respond? at: earli?r this month it; documents that Television Authority Beard votad maul-4 111011st Ian. 8 to sewr ties with the 03% Foundation, which has. raised more than . $.67 n??io? for the state Hemodgs'mw 1932; . The BETA battal- executive committee d??eail problems ?lat haw: intensi?ed since Andersorfs airtngaL On 33:31:14 the demande? thata'the faunaation vacate QETES b??c?ng, . wherethe foundatimi leases space, by $2111.} 3 incorporated a new ?mdxagsing noapro?t - Friends of OETA, Nov. 30 The next week the? (ETA Foundation ?iegi a petition with the District Court chidahpma City that revaaled - continuing con?icts swat-.11 the sibling orga? nim?ons ever a range of 1831165, content 131:0 duction and management of the pub casters CPR (Emmi? Service Grants; Subsequent ?lings also 539033315 1312?:? 15.5 We Bad to take: this .action, said BETA Board? Chair Ganett King in a stafement ?We We left with no other option after theO OETA qundatiO?- began Cha?gi?g 10 [3103, attempting to make aiteratmns to Building, denying amass topart ofOB?I??te bu?d?gg, interfering Co??nued on page :20 The BETA Board?s action .. 10 i January 21, 2019 3 current -. Continued frompogel with day to day operations and attempting to hoot: computer ooh/work? But the foundation didn?t heed the evictioonotioe and intends to stay put. ?We don?t have a lease "with 1'30de toid Current after the deadline paosod to Leora the bmldiog. Foundatiozi built our of?ce space decades ago. We have maintained, insured and (modi?ed our space, since the 19305.? to out ties ?does not diosolvo the foundatiorii? Dowdy Said. ?We are a separate, indoyon? dent organization? The faundation Plans to continue its work in soy}? or: of OETA, Dowdy said. ?The founda?don, our board oftostees and our staff remain biggest fans? Dowdy said. ?We support BETA in good ?mos and in hard ttoloof? - Anderson said in an molto Current-Slat the ?atwork ?will pursue a?legal avenues to enforce ?roremoval oftho fomdatiooi? Friendo like th 121 its initial December petition, the ?01331? dation a?egod that OETA is attempting to ?obtairt complete and unfettered control? over till: foundation?s assets through a pro- yosed update to their 1992 momorandum of understanding. The two organisations have been A discussing the new MOU for more than a year, King said in a statement iocluded in court documents. The foundation also contends that BETA was negiigo?t in hiring Anderson as are cutive director last year. The organi- zation cited documents released through an open records request to Show that in 1015 Anderson was placed on adminis? native leave from her previous job as cute oil?vo director of WUCP in Orlando? 3121., following ?allegations of misconduoti? In response to questions from Corro?t, King omail?d a statement that said in Farr. that Anderoon has the ?full sup- port? offline stationboard. The foundation, King said. ?has robuffed 331 attempts? to negotiate a now MOU. Noripro?ts devoted to Sta:- l?on fundraie'mg, often how: as friends groups, are ?very commorf? for Public bro ddcasters licensed to State gov- ordnionts 51'- uoitrersities, 'said bublic media ottoroey'En?e Sanchez. The organizations ?are typically set up to avoid institutional restrictions and bureaucratic rulos about fundraisiog and taking on projecto,? Sanchez said. HoWevez; for the. relationship to be 3qu coastal, the roles and reopons?a?ities of both parties need to be carom? de?ned, Sanchez said. . Can?icts can arise when the licens? ee ?seeks total control? of the fundraioing . tetetteesete betweeo om ease the WM too has e?etet?etetee etemetteat?? organization, or when the friehds group ??oes not want to respect the legal rights of the licensee,? he said. In the case of and its fe?ilda?on, the two were cheek}r tied. The foundation solicited and accepteci foon?a?on grants, corporete supyoxt amt donations ?om individuals for OETA. Those revenues subsidized OETKS program acquisitions in full, according to the nemork?s 2018 ?nanciai statements anti audiioz?e report. State aPprepriatiens gay formo st of operational eosts, "butthe rep ort anticipateci a growing role for the foundation in cov? ering these espouses as well ?As opexat?mg costs increase and if no a?ditional state funding is received, this {foundatio? sub- sidy will need. to morease'mom each year,? the auditor?s rep ort states. OETA even ctesiguated the fomdatlon as an alternate payee for its CSG payments for ?scal 2018, ?ie few of out CSG recipi? ants designate ?aeit fovmdetioes es alter- nate payees to receive-tom disburse CSG funds and other ?utes they raise,? said OPE spokesggerson Letitia King. we BETA Board statement But state network leaders felt that a new MOU was ?urgently Ila Boxed? to IePIece the 1992 agreement, which ?no longer grovides 0311 the . .. institutional control neces- sary? to ful?ll station obligations, Garrett King said in a statement released i1] Mays a?eftheboardpasse? a resolution express tog support for the The station boarti provides ?an articulation of views z'egar?iug stewardshig and utilization of private gifts and sponsorships manie for (DEBTS ben King?s statement said. The agreement proposes to classi? fy the foundation ?as a component unit of and restrict its use of service marks or logos, which 2011113 be revoked ?at any time at sole and absolute die erotica? . - Sanchez, Who has reviewed many similar agreements, said the proposed MOU Seeks ?Eeknowledgement ?tat the foundation has no right to take indeg emient auctioo??l That ?13 elies the whole notion? of the foundation being "a separate, independent organization? Sanchez said.