Professional Documents
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THEODORE AND MIKE ATKINSON (collectively “Defendants”) and would show the
following:
Texas.
business in Richardson, Dallas County, Texas. This defendant may be served with
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service of process by serving its registered agent, Michael Fitch at 1221 West Campbell
Southwest Officials Association, Inc. This Defendant may be served with service of
process by serving its registered agent, Michael Fitch at 1221 West Campbell Road, Suite
an individual residing in Dallas County, Texas at 4102 Buena Vista St. #14, Dallas,
Texas 75204. This defendant may be served at his regular place of business at 1221 West
Campbell Road, Suite 141, Richardson, Texas 75080, or wherever he may be found.
times was the Executive Secretary of the TASO Houston Chapter Football Division. This
individual may be served with service of process by serving him at 109 Ridgewood Rd.,
of TASO and an individual residing in Dallas County, Texas. This defendant may be
served at his regular place of business at 1221 West Campbell Road, Suite 141,
times was the President, Past President and Chairman of the Board of the TASO Houston
Chapter Football Division. This individual may be served with service of process by
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serving him at 3217 Spring Cypress Rd., Spring, Texas 77388 or wherever he may be
found.
8. This action arises under Title VIII of the Sarbanes-Oxley Act, Section 806, 18
U.S.C. §1514A as amended by the Dodd-Frank Act, Pub. L. No. 111-203, §922 (July 21,
2010).
10. Venue is proper in the Northern District of Texas, Dallas Division, because
Defendant TASO conducts business in Dallas County, Texas, and because the claims
FACTUAL ALLEGATIONS
11. Plaintiff Joe Machol is a professional football referee who has been a
member of TASO refereeing middle school and highs school football games for more
than 38 years. He has been a Game Day Assistant and time clock operator for the
National Football League (“NFL”) since 2002. Machol was selected as the Game Day
Assistant Captain every year he worked for the NFL. He was the Liason for the Clock
Crew at the 2018 Texans NFL playoff game in January. He worked the game clock in
two Super Bowls, nos. XXXVIII and LI. He worked as the Game Clock Operator in two
NFC championship games, two NFC divisional games, and five NFC wild card games.
He also worked the game clock at the 2016 NFL game in Mexico City. Additionally,
Machol received two Super Bowl rings for his work as a Game Clock Operator.
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12. In his 38 years as a football official with TASO and 15 years as a Game
Clock Operator with the NFL, Machol never received a complaint about his performance.
All of that changed in early January 2018, when Machol was elected President of the
promised to exercise his fiduciary duty and oversight of the Chapter’s finances. He was
documentation and the personal use of Chapter debit bank cards by the treasurer. Machol
reasonably believed the Chapter’s officers were engaged in fraud, including mail fraud
and/or wire fraud, by failing to properly record the non-profit’s financial transactions and
controls all of the business and affairs of TASO, as well as the individual Chapters,
15. In addition to the state TASO organization oversight duties, Fitch directly
controls the acceptance of any ethics charges or complaints filed by Chapter members
against other Chapter members, even though each Chapter has its own locally appointed
Ethics committee. The TASO board members, Fitch, Theodore, Moore and Atkinson use
the ethics charges’ grievance process to target certain members who challenge the
have complete control over the punishments dealt to individual Chapter members and
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have been known to threaten Chapter members with career ending negative phone calls to
college conference executives and the National Football League (“NFL”). Fitch,
Theodore, Moore and Atkinson use their authority to coerce Chapter members to stay
16. During the 2016 and 2017 terms, Mike Atkinson was the President and
Tommy Moore was the Chapter Executive Secretary. The Chapter officers and Board
members owed the Chapter the highest duty of care and loyalty.
17. The officers’ fiduciary duties included oversight and authorization for
disbursement of all Chapter funds according to the Chapter Constitution and By-Laws.
18. Machol was elected President of the Chapter in November 2017 with his
term to commence January 2018. Shortly after his election, Machol questioned the
Chapter treasurer’s failure to properly document financial transactions and questioned the
Board’s approval for such expenditures, and failure to require the Chapter treasurer to
reconcile the Chapter bank accounts. Machol learned that treasurer used the Chapter’s
bank debit card to make cash withdrawals over a period of approximately 6 months for
non-chapter related use. Further, Machol learned that the treasurer had written checks
from the Chapter’s bank account to his employer and cashed the checks beginning as
early as March 2017. None of the Board members questioned the financial transactions
involving former officers and Chapter Board members related to the accounting for
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The Finance Committee Final Report issued on September 9, 2018 confirmed the 2017 profit and loss
statement was overstated by $13,796.15. Further, the report confirmed no 1099s were issued to Tommy
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advertising sales that occurred as far back as 2008 and/or 2009. Machol learned that the
Executive Secretary, Tommy Moore, (who has been in that position since 2006)
unilaterally settled a claim with the 2017 sitting Vice President for approximately $4,600.
The Vice President at the time, collected money from advertisers who placed ads in the
Chapter’s Roster book and failed to account for all of the money collected on behalf of
the Chapter. After settling the claim, the Chapter Board failed to disclose the settlement
to the Chapter members or report it in the financial documents, including the required
Form 990.
20. Machol questioned the Board about the Chapter’s payment of invoices to a
company called TBC Multifaceted Hospitality, a company that did not exist as a legal
entity, but was used by the Vice President to perform services and collect funds, who
failed to disclose his relationship or disclose the conflict. The Chapter member who
operated TBC Multifaceted Hospitality did not provide a tax identification number on the
invoices to the Chapter, did not register the business with the Texas State Comptroller’s
office or the Texas Secretary of State, and did not file an assumed name certificate with
the Harris County Clerk’s office. In addition, the treasurer did not issue IRS form 1099s
to TBS Multifaceted Hospitality, or any other member of the Chapter who received
money from the Chapter, including Defendant Moore. The Chapter treasurer was
required to, and should have, obtained all back up documentation to prove-up the
invoices before submitting them to the Board for approval and payment, pursuant to the
Chapter By-Laws. The treasurer was required to maintain auditable records and prepare
monthly reports.
Moore or others, the 2016 Form 990 did not agree with the year in financial statements.
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21. Due to these and other financial transactions that were not properly
documented, Machol believed the Chapter’s 2017 Financial Statement set to be approved
by the Chapter Board by March 31, 2018 was incorrect, misleading and, possibly
fraudulent.
and because of his concerns over possible fraud related to the Chapter’s finances
involving 2017 officers, Machol asked the Board members to approve a financial audit.
The request was met with resistance and was denied by the Board. In late March 2018,
however, and after repeated requests, the Board acquiesced to the formation of a finance
committee.
23. Machol was engaging in protected activity under the Sarbanes-Oxley Act
when he reported financial issues and irregularities to the Chapter Board members and to
TASO.
24. Machol refused to cooperate with the 2018 Chapter Board members and
summarily approve the 2017 Financial Statement without an audit or any investigation
into the fraud he believed existed. Machol reasonably believed the 2017 Financial
25. Despite their fiduciary duties to the Chapter, Tommy Moore, (Executive
Secretary) and other Board members refused to allow a finance committee to review the
financial records or initiate a Board audit before submitting the 2017 Financial Statement
to the entire Board for approval. Instead of exercising their oversight, they conspired to
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rush approval of the 2017 Financial Statement over Machol’s objections and conspired to
Finance Committee Report, that the issues raised by Machol were justified, reasonable
and serious. The Report exposed ongoing financial abuses and fraud by Chapter officers
and lack of compliance with the most basic IRS requirements of a nonprofit corporation.
27. Machol expressed his concerns with the Chapter’s past financial
transactions and likely fraud with each of the Chapter Board members and with the
internal financial investigation and exercising their fiduciary duties to investigate the
fraud, they retaliated against Machol by removing him from his position of President of
the Chapter, removing him from all TASO on-the-field officiating duties, placing him on
probation for 5 years, and prohibiting him from holding any Chapter office for 10 years.
violating his rights to engage in protected activity under the Sarbanes-Oxley Act.
29. Machol began working for the National Football League (”NFL”) as a
Game Clock Operator in 2002. Machol was selected as the Game Day Assistant Captain
for each of the 15 years he worked for the NFL. He was recently selected as the liaison
for the Clock Crew at the 2018 Texans NFL playoff game in January. As a Game Clock
Operator, Machol worked in two Super Bowls, XXXVIII and LI. He worked two NFC
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championship games and two NFC divisional games, and five NFC wild card games. He
also worked the 2016 NFL game in Mexico City. Machol received two Super Bowl rings
30. Machol worked 175 games for the NFL and was told he did a great job
31. Despite his exemplary record, after Machol raised his concerns with
TASO the NFL sided with TASO’s caporegime and summarily terminated Machol in
Machol to the Chapter, executive officers, and TASO, in February 2019, Machol reported
reported racist statements made by Atkinson against African American Chapter members.
33. On February 18, 2019, Machol reported 2 to TASO board members and all
executive members, Fitch and Theodore, that Atkinson used the “N”-word on numerous
occasions when discussing African American members of the Houston Chapter. Machol
reported Atkinson denigrating other Chapter members, because of their race, days after a
January 2019 gathering of Chapter members. Atkinson was discussing attendance at that
“I went to the mixer the other day, bunch of f**king n***ers wanting a free
meal.”
his [Atkinson] position that after being in the Houston Chapter for 47 years and he has
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had only one African American member on his crew. According to Atkinson, he has
only had one black crew member is because that member “was very coachable” and using
Theodore and Moore, 3 have not removed Atkinson from his officiating duties on the field
34. TASO and members of the Chapter Board convened a conference call on
the evening of February 19, 2019 and confirmed their initial decision to keep Machol
from officiating in 2018, keep his 5 year probation in place, and keep his 10 year
prohibition against running for office in place. Those participating in the conference call
discussing Machol’s punishment for reporting the Chapter financial fraud and racist
intimidate the other Chapter members who might also hire an attorney to protect their
rights, so Fitch, Theodore and Moore engaged in further retaliation against Machol. The
additional retaliation came in the form of termination of his work for the NFL. Tommy
Moore contacted his friend, Walt Anderson, a full time NFL referee and engaged the
“Good Ole Boy” network to get Machol removed as a game Clock Operator.
performance, Frank Szczepanik with the NFL terminated Machol’s services as a Game
Clock Operator. The NFL’s retaliation violated Machol’s right to engage in protected
2
These statements are excerpted from an audio recording.
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CAUSES OF ACTION
38. Defendant TASO and the Houston Chapter are not for profit companies
subject to Section 806 of the Sarbanes-Oxley Act. Under the provisions of the Act,
§1341 (mail fraud) and §1343 (wire fraud); Defendants knew of his protected activity;
and Machol suffered retaliation, demotion, loss of income, and injury to his reputation as
a result. Further, Machol’s protected activity was the contributing factor in the actions
taken by Defendants.
JURY DEMAND
40. Plaintiff hereby demands a jury trial on all issues that can be submitted to
a jury.
PRAYER
41. Plaintiff prays that Defendants be cited to appear and answer herein and
Plaintiff be granted judgment against Defendants, jointly and severally for damages as
follows:
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Defendants Fitch, Theodore and Moore are all a part of the white “Good Ole Boy” network protecting
their own.
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(d) Plaintiffs all costs and reasonable and necessary attorney’s fees, as the Court
deems equitable and just;
(e) Pre-judgment and post judgment interest at the maximum amount allowed by
law; and
(f) the Court grant to Plaintiff such other and further relief, general or special,
either at law or in equity, to which Plaintiff may show himself to be justly
entitled.
April 2, 2019
Respectfully submitted,
Bruse Loyd
Texas Bar No. 24009032
Member NDTX
4400 Post Oak Parkway, Suite 2360
Houston, Texas 77027
Telephone: 713.240.5646
Facsimile: 713.225.6126
bruse@jgl-law.com
ATTORNEY-IN-CHARGE
OF COUNSEL:
O’CONNORWECHSLER PLLC
Kathleen A. O’Connor
State Bar No. 00793468
Jeri P. Wechsler
State Bar No. 00794831
4400 Post Oak Parkway, Suite 2360
Houston, Texas 7027
T: (713) 225-9000 ext. 234
F: (713)225-6126
kaoconnor@o-w-law.com
jpwechsler@o-w-law.com
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