Oklahoma Educational Television Authority (OETA) and OETA Foundation have been partners for more than 30 years, but mounting disputes have led to a legal battle between the two entities.
After about a year of arguments, the OETA board of directors voted Jan. 8 to cut ties with OETA Foundation, its charitable partner tasked with helping fund the network. Both OETA and the foundation have accused each other of lacking transparency when it comes to funds, refusing to attend negotiation meetings and attempting to gain more power over the other.
Established by OETA in 1983, the foundation has raised private contributions to fund the authority. In court documents, the foundation states they have provided more than $67.5 million since 1989.
“OETA is the broadcast side,” said Daphne Dowdy, president and CEO of the foundation. “The foundation is the money side. We are a 501(c)(3) — we’re a charity. We’re completely separate and independent of OETA, and we’ve been around for 35 years. We’re separate and independent, but we’ve worked together on lots of projects as partners because obviously we can do a better job raising funds and supporting OETA if they cooperate and vice versa.”
In 1992, the authority and the foundation entered into an agreement establishing that the foundation would provide and pay for public programming through funds from private donations. The agreement also established that OETA would have legal and “ultimate responsibility” for all operations and programming, granting them the right to reject or refuse any programs it finds unsuitable.
The agreement also states OETA and the foundation “are governed by their respective separate existing boards” and gives both parties the ability to terminate the agreement with 60 days written notice.
In May 2018, the OETA board approved a resolution to set forth a new agreement. The board agreed that the 1992 agreement should be replaced “as it is outdated and, further, does not provide a clear delineation of roles and responsibilities of the two legal entities,” according to the resolution.
Many of the new regulations listed in the proposed agreement would give more control to the authority, going as far as to say that all foundation communications, publications and events be submitted to OETA for review and approval. It gives the authority the ability to end the agreement with 30 days written notice, which would force the foundation to transfer all funds to OETA or a new organization designated by the authority.
The foundation rejected signing the new agreement, claiming that the authority was attempting to “obtain complete and unfettered dominion and control over the foundation.”
Communication breakdown
When asked for an interview, OETA responded through Gooden Group, a public relations firm, writing that they were not conducting interviews while the matter works through the courts. A Gooden Group representative offered to answer specific, written questions but ultimately responded with information from OETA’s website, where it published FAQs on Jan. 11 about the situation.“Within the last five years, dissention arose between the two and the foundation began repeatedly attempting to interfere with OETA operations and to unduly influence OETA’s state governing board. OETA tried to correct the problems through repeated meetings but the problems only grew worse,” the FAQs read. “Last month, the foundation sued OETA to try and seize even more control. OETA countered the suit in the courts, asking the judge to drop the frivolous claims made in the foundation lawsuit.”
The foundation’s lawsuit, filed in early December 2018, provided the court with the new agreement proposed by OETA and listed grievances including negligent due diligence in hiring OETA executive director Polly Anderson, an unwillingness to accept funds and a refusal to provide financial data to the foundation, according to court documents.
The authority’s refusal to be transparent when asking for funds, Dowdy said, is the crux of the disputes.
“We had been working for a year to try to get OETA to just negotiate reasonably with us, and we just kept hitting a wall. So really, we just wanted the court to say that we were able to consider all this in our funding. OETA was trying to tell us, ‘Well, you have to just write us big checks,’” she said. “We’re trying to responsibly manage this funding. We want to fund OETA. Here’s what we’re dealing with.”
OETA submitted to the courts a motion to dismiss the foundation’s suit, saying it would “exacerbate, rather than resolve, the dispute between the foundation and OETA,” according to court documents. They also state there were “two methods available to remedy this impasse and neither require this court to make a legal determination:” negotiate a new agreement or terminate the current one.
“They have severed our working agreement,” Dowdy said. “What it means is OETA is essentially saying they don’t want to cooperate with us, they don’t want to work with us to raise funds on behalf of them. ... The foundation is, like I said, separate from OETA, so our mission doesn’t change. The money that has been contributed to the foundation to support programming has been and will be used for that purpose just like always. We love OETA; we think it’s a state treasure, and we are committed to supporting it in good times and in hard times.”
Some of OETA’s funding comes from private donors, some of which Dowdy said have expressed discomfort in continuing their donations. The foundation provided to the courts emails from donors who state they have no interest in continuing to contribute if the foundation’s independence is usurped by the state or its agencies.
“We guarantee to our private donors that their funds will be properly stewarded,” Dowdy said. “We can no longer make that guarantee because we don’t know what’s going on. We very clearly stated to OETA, ‘Look, we don’t anticipate questioning how you’re using the money; we just need to know so that we can write it down and so our donors will know how our money is being used.’ These are not questions that are unusual in a foundation/charity-recipient relationship.”
Termination request
In OETA’s counterclaims, also filed in December, it asked the courts to allow it to designate another public nonprofit foundation, terminate their agreement with the foundation and request “all the funds, assets and property the plaintiffs has received and invested to be transferred to OETA’s designated public nonprofit foundation,” according to court documents.“OETA has temporarily suspended accepting new donations as we finalize negotiating a relationship with the Friends of OETA, Inc. charitable organization,” read the authority’s FAQs.
OETA filed a certificate of incorporation for Friends of OETA on Nov. 13, a month before the foundation filed a lawsuit. They filed an amended version Nov. 30, adding that if Friends of OETA were dissolved, all assets would be distributed to OETA.
If this were to happen, Dowdy said private donor money intended to go to a nonprofit would potentially be going to a state agency. Despite OETA having the legal right to end their relationship with the foundation, Dowdy said she thinks it is a mistake.
“The outcome in an ideal world is that we can continue to support the public television service that we love,” she said. “I regret so much that people at home who love OETA have to read all of this back-and-forth and get confused. I regret that this is happening, frankly. It’s so complicated, I want to just call everybody and talk to them and say, ‘Here; let me show you,’ and I can’t do that.”
Litigation is ongoing between OETA and the foundation. The next court date is Feb. 22.
