Pac-12 chaos: Court documents show Washington, Oregon expected to be removed from key board discussions

WSU and OSU believe they are the only remaining members of board of directors

Executives from Washington and Oregon acknowledged in writing that they would be excluded from Pac-12 decisions regarding the conference’s future — a potentially critical piece of evidence as Washington State and Oregon State, the conference’s only remaining schools, fight for control of the conference.

The letters were sent to Pac-12 commissioner George Kliavkoff by Washington president Ana Mari Cauce and Oregon vice president Kevin S. Reed. They were obtained this week from Whitman County (Wash.) Superior Court and are dated Aug. 4, the day the Huskies and Ducks agreed to join the Big Ten.

The letters are identical except for the first six words. (Cauce’s version follows.) They begin by explaining that the Pacific Northwest powers refused to sign “a grant of media rights authorization” — the move that drove five other schools to other leagues and precipitated the Pac-12’s demise.

Following that, the letters state that Washington and Oregon intend to “remain an active and participating member of the Conference until” next summer. However, both Cauce and Reed, who also serves as Oregon’s general counsel, appeared to acknowledge that they were relinquishing board authority over long-term strategic matters:

“I understand that the University will be excluded from Conference discussions pertaining to matters occurring after August 1, 2024, such as media rights agreements and new Conference member considerations.”

The Pac-12 is scrambling to gain clarity on a number of interconnected issues, including what constitutes “notice of withdrawal” from the conference, control of assets, and the extent of authority possessed by Washington State and Oregon State in the absence of the ten outbound universities.

The Cougars and Beavers, fearful of being outvoted 10-2 on critical issues affecting their future, obtained a temporary restraining order on Monday, preventing the Pac-12 from holding board meetings until the makeup of the all-powerful body is determined.

While it appears simple enough for the outbound members to participate in discussions about issues affecting the conference during the 2023-24 sports season but not matters affecting the future, there is a catch: the present and future are inseparable financially as WSU and OSU consider rebuilding the conference.

“Every dollar spent now is one dollar less that would have been available to Washington State and Oregon State,” a source said.

Kliavkoff’s declaration to Whitman County court, where WSU and OSU began legal proceedings on Sept. 8, included the letters as exhibits.

The central question: What constitutes notice of withdrawal from the conference, resulting in immediate removal from the board of directors?

Cauce and Reed were careful to state in their letters dated Aug. 4 that “for the sake of clarity, the University is not delivering a notice of withdrawal from the Conference at this time in contravention of Chapter 2, Section 3 of the Conference bylaws.”

However, the Cougars and Beavers believe the ten outgoing schools sent a message when they announced their intentions to join other leagues. The day after Cauce stated that her letter was not a notice of withdrawal, she held a press conference with reporters to discuss the Big Ten switch.

“This was heart-wrenching,” she said of her decision to leave Washington’s long-time residence.

One month later, Kliavkoff sent a letter to WSU president Kirk Schulz and OSU president Jayathi Murthy — Exhibit 15 in his court declaration — in which he refuted the notion that the ten outbound schools had relinquished their board seats:

“Your assertion that ten of the Conference’s twelve members have ‘withdrawn’ from the Conference in accordance with the Bylaws is incorrect. No member school has expressed or attempted to withdraw from Conference play prior to the end of the current fiscal year on July 31, 2024, or to reclaim and exploit their media rights.

“We simply cannot accept the idea that only two members — Oregon State University (OSU) and Washington State University (WSU) — now have the authority to decide all issues affecting the Conference and to direct the flow of all revenue coming into the Conference, to the exclusion of the other ten member schools.”

However, Kliavkoff’s stance appears to contradict the Pac-12’s official stance, which was established 14 months ago in response to USC and UCLA’s announcements that they would join the Big Ten.

Then-Pac-12 general counsel Maggy Carlyle wrote to UCLA attorney Bobby Swerdlow on July 14, 2022, that the conference expected UCLA representatives to serve on committees focused on student-athlete well-being “and other matters that do not create an inherent conflict of interest.”

However, Carlyle’s letter continued:

“On the other hand, it is clear that UCLA’s participation in certain meetings and committees will create a material conflict of interest, and thus participation will be inappropriate.” For example, the Pac-12 recently announced publicly that we would be investigating membership expansion options and would immediately begin negotiations for our next media rights agreements.

“The Board meetings on July 1st and 5th, as mentioned in your letter, addressed those specific issues.” Allowing UCLA to participate in these discussions or vote on such topics would have been a direct conflict and contrary to the best interests of the Pac-12 membership as a whole, because the information discussed and votes taken at such meetings were directly related to competing with the Big Ten and could be used by UCLA, the Big Ten, or any third party affiliated with the Big Ten, to the Pac-12’s detriment.”

Carlyle sent a similar letter to USC’s senior vice president and general counsel, Beong-Soo Kim, on the same day, July 14.

The attorneys for the schools disputed the notion that they had delivered notice of withdrawal. However, neither UCLA chancellor Gene Block nor USC president Carol Folt attended Pac-12 board meetings after that.

According to court documents, Colorado became the third school to leave on July 27, 2023, when chancellor Phil DiStefano sent Kliavkoff the following text message:

“Our Board of Directors will vote this afternoon at 3 p.m. on whether to join the Big 12 Conference.” It was not an easy decision, and I am aware of the consequences for the other members. I would be happy to call you if you are available today. Phil.”

According to a letter from Pac-12 general counsel Scott Petersmeyer to Colorado’s senior counsel, Katie Gleeson, DiStefano was later removed from the Pac-12 board:

“Under Section CB 2-3 of the Pac-12’s Constitution and Bylaws, Chancellor DiStefano’s and CU’s representation on the Pac-12’s Board of Directors automatically ceases to be effective immediately, and CU no longer has the right to vote on any matter before the Board.”

There are now only two schools left. The Cougars and Beavers are debating whether to rebuild the Pac-12, a decision that will be heavily influenced by the Pac-12’s assets. The assets are controlled by the board, but which schools control the board? Do you want all 12 or just the last two?

WSU and OSU are of the opinion that it is the latter.

“The meaning of the bylaws hasn’t changed just because more members have decided to leave,” plaintiffs’ attorney Eric MacMichael told the court on Monday.

There is no date set for a preliminary injunction hearing.