Pac-12 chaos: WSU, OSU take legal action over control of conference assets, voting rights

The presidents of Washington State and Oregon State are taking the Pac-12 to court in order to gain clarity on voting rights and control of assets as the collapse of a century-old college sports institution veers toward an internecine feud.

The only remaining members of the Pac-12 as of next summer, WSU and OSU filed a joint complaint Friday in Whitman County (Washington) Superior Court that seeks to determine the makeup of the Pac-12 board of directors following the announced departures of 10 schools, according to documents obtained by the Hotline.

The Pac-12 and commissioner George Kliavkoff are the named defendants.

Washington State’s Kirk Schulz and Oregon State’s Jayathi Murthy are not attempting to punish any of the outgoing schools or prevent them from leaving for the ACC, Big 12 and Big Ten.

Instead, they want declaratory judgment from the court regarding the makeup of the Pac-12’s board of directors, which has voting authority and control of the conference’s finances.

Additionally, the schools are seeking a temporary restraining order to prevent the 10 outgoing members from voting on vital issues until the makeup of the board is determined.

The Pac-12 declined to comment.

The Cougars and Beavers are considering whether to join the Mountain West or attempt to rebuild the Pac-12. Either way, their futures depend, in part, on access to potentially tens of millions of dollars in Pac-12 assets — assets that are controlled by the board of directors.

The filing comes after a tense two weeks that began when Schulz, chair of the Pac-12 board, declined Kliavkoff’s request to call a board meeting to discuss “complex issues facing the Conference,” according to the complaint.

That led Kliavkoff to schedule the meeting himself (for Sept. 13). He invited all 12 board members, including those from USC and UCLA. The Los Angeles schools had been excluded from prior Pac-12 board meetings following their June 2022 decision to join the Big Ten.

The meeting could include a board vote on the conference’s governing structure and strategy.

Washington State and Oregon State don’t believe the outgoing schools, which will be members of competing leagues starting next summer, have the right to determine the future of the conference and are concerned the Sept. 13 board meeting “may doom the Pac-12’s ability to survive past 2024,” according to the complaint.

The Pac-12 bylaws state that if a school gives notice of withdrawal prior to Aug. 1, 2024, then its “representative to the Pac-12 Board of Directors shall automatically cease to be a member of the Pac-12 Board of Directors and shall cease to have the right to vote on any matter.”

What defines a notice of withdrawal?

WSU and OSU believe the public statements by executives from the outgoing schools — and the “welcome” announcements blasted on social media by their new leagues — constitute a legal delivery of notice, thereby rendering their presidents ineligible for the Pac-12 board.

The stakes are high. Major strategic and financial issues require super-majority approval (75%). If the court determines the 10 outgoing schools retain board-of-directors status until their departures next summer, they could form a voting bloc that dictates terms to WSU and OSU.

The bylaws indicate that all assets be split among the 12 schools if the conference dissolves.

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The temporary restraining order is designed to maintain the status quo (i.e., no votes by the board) until the court determines which schools have voting rights.

WSU and OSU have requested a hearing for Monday and hope a restraining order will be issued before the scheduled board meeting on Wednesday.

Earlier this week, WSU’s Schulz and OSU’s Murthy sent a letter to Kliavkoff and the other 10 presidents expressing concern that:

“… the recent correspondence from the Commissioner’s office creates the misimpression that representatives of all Conference members are eligible to serve on the Board, participate in Board meetings, and vote on Board matters. That is incorrect.”

It adds:

“Indeed, when (UCLA) and (USC) gave notice of their withdrawal from the Conference in June 2022, the Conference deemed their representatives ineligible to participate on the Board or vote on any Conference matters. The fact that eight more members have now given notice of their withdrawal from the Conference does not change this rule.”

The Pac-12 took the same approach to board membership this summer. After Colorado announced on July 27 that it was leaving for the Big 12, chancellor Phil DiStefano was excluded from subsequent Pac-12 board meetings that occurred before Aug. 4, when five more schools departed, according to the complaint.

In his statement to the court, WSU’s Schulz says the 10 outgoing schools “are now motivated to dissolve the Pac-12 — against which their new conferences will otherwise compete beginning next year — and distribute its assets.”

Additionally, the letter from WSU and OSU to the conference sought confirmation that:

• The Sept. 13 board meeting would be canceled.

• The 10 departing schools have relinquished their voting rights.

• The presidents of WSU and OSU are the “only duly authorized Board members.”

Washington State and Oregon State requested a response to their letter by Friday at 10 a.m.

Soon after the deadline, the legal process began in Whitman County, home to WSU.

Complaints are the legal filings that initiate lawsuits.