PETER G. PIERCE III, AN ATTORNEY, MS. ENNIS DESCRIBED THE FOUNDATION PURPOSE AS FOLLOWS:
"THE OKLAHOMA MENTAL HEALTH RESEARCH FOUNDATION IS CONCEIVED FOR THE SOLE PURPOSE OF RECEIVING, HOLDING, AND DISBURSING NON-APPROPRIATED FUNDS DERIVED FROM MENTAL HEALTH RESEARCH GRANT PROPOSAL ACTIVITY OF THE OKLAHOMA MENTAL HEALTH RESEARCH INSTITUTE, WHICH IS ITSELF THE RESEARCH ARM OF THE DEPARTMENT OF MENTAL HEALTH. AS SUCH, IT WOULD ALWAYS BE ACCOUNTABLE TO THE COMMISSIONER OF MENTAL HEALTH. ITS PRIMARY PURPOSE WOULD BE TO ACCEPT, ACCOUNT FOR, AND DISBURSE FUNDS DERIVED FROM PUBLIC OR PRIVATE GRANTING AGENCIES, FOUNDATIONS, OR INDIVIDUALS, SUPPORTING SCIENTIFIC RESEARCH PROJECTS AND PROGRAMS ADMINISTERED BY AND "HOUSED" IN THE OMHRI."
THAT DESCRIPTION IS MUCH MORE FOCUSED IN SCOPE THEN IS THE PURPOSE STATED IN THE CERTIFICATE OF INCORPORATION. INDEED, THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE FOUNDATION, VIEWED WITHOUT MS. ENNIS' NON-BINDING STATEMENTS, COULD EASILY BE READ TO GRANT AUTHORITY TO THE FOUNDATION TO SUCH A DEGREE THAT EXACTLY THE OPPOSITE CONCLUSION FROM THAT STATED BY MS. ENNIS COULD BE REACHED BY A PERSON REVIEWING THE LEGAL DOCUMENTS. HOWEVER, EVEN PRESUMING THE CORRECTNESS OF MS. ENNIS' STATEMENTS, SUCH A USE OF PRIVATE MEANS TO EFFECTUATE A STATE PURPOSE COULD WELL CAUSE LEGAL PROBLEMS FOR THE DEPARTMENT, AS IS DEVELOPED FURTHER, BELOW. MR. PIERCE IS AN ATTORNEY WITH THE OKLAHOMA CITY LEGAL FIRM OF CARSON, RAYBURN, PIERCE MUELLER, THE FIRM WHICH ACTS AS LEGAL ADVISORS TO THE DEPARTMENT. THIS FIRM IS ALSO NAMED AS LEGAL COUNSEL FOR THE FOUNDATION.
THE GOVERNANCE OF THIS FOUNDATION IS RECITED IN ITS CERTIFICATE OF INCORPORATION TO BE IN THE HANDS OF A BOARD OF DIRECTORS COMPRISED OF A NUMBER OF PERSONS SEPARATELY IDENTIFIED AS CURRENT SENIOR ADMINISTRATIVE EMPLOYEES OF THE DEPARTMENT. IN THE LETTER FROM MS. ENNIS TO MR. PIERCE REFERRED TO ABOVE, THE MEMBERS OF THE BOARD OF DIRECTORS OF THIS FOUNDATION ARE IDENTIFIED BY NAME, AND AS PERSONS WHO WERE, AS OF THE DATE OF THE LETTER, ACTING AS THE COMMISSIONER OF THE DEPARTMENT OF MENTAL HEALTH, THE CHIEF OF OPERATIONS FOR THE DEPARTMENT, THE ASSISTANT COMMISSIONER, THE CENTRAL REGION PROGRAM MANAGER, THE EASTERN REGION PROGRAM MANAGER, THE-CHIEF OF PUBLIC INFORMATION, THE CHIEF OF PROGRAMS, AND THE WESTERN REGION PROGRAM MANAGER.
THE LETTER STATES THAT NONE OF THESE PERSONS IS TO RECEIVE ANY COMPENSATION FOR THEIR WORK ON THE BOARD. HOWEVER, THE CORPORATION BY-LAWS STATE, IN SECTION 3.13 THEREOF:
"THE BOARD OF DIRECTORS SHALL HAVE THE POWER IN ITS DISCRETION TO CONTRACT FOR AND TO PAY TO DIRECTORS RENDERING UNUSUAL OR EXCEPTIONAL SERVICES TO THE CORPORATION SPECIAL COMPENSATION APPROPRIATE TO THE VALUE OF SUCH SERVICES. NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS PRECLUDING A DIRECTOR FROM SERVING IN A CAPACITY OTHER THAN DIRECTOR AND RECEIVING REASONABLE COMPENSATION THEREFOR."
NOT ONLY IS THIS SECTION EXPLICIT AUTHORITY TO PAY THE DIRECTORS FOR THEIR SERVICES AS SUCH, IT ALSO IMPLIES THAT THE DIRECTORS ENVISION PAYING THEMSELVES AS "RESEARCHERS" OR IN SOME SIMILAR SCENARIO. SECTIONS 4.11 AND 8.02 OF THE FOUNDATION BY-LAWS ALSO CONTAIN STATEMENTS SUPPORTING THIS POINT.