At issue: A board of directors meeting scheduled for Sept. 13
Years of incompetence culminated in the Pac-12’s demise on a fateful Friday in early August.
It only took Washington State and Oregon State 11 days to decide that legal action against their own conference was necessary.
The Pac-12’s two remaining members filed a complaint in Whitman County (Wash.) Superior Court on Friday, seeking judicial clarity on the composition of the Pac-12’s board of directors in the aftermath of the mass exodus.
The Cougars and Beavers also want a restraining order issued to prevent the other ten schools from voting on issues that could decide the conference’s future, such as dissolution.
If WSU and OSU are the only members of the board of directors, they have complete control over the assets.
If the conference is dissolved, the assets are divided equally among the 12 schools.
Based on legal filings obtained by the Hotline, here’s a look at the 11 days that led to an internecine feud:
On August 29, Commissioner George Kliavkoff calls Washington State president Kirk Schulz and requests that the board of directors convene to “discuss matters related to the departing members, proposed amendments to the Bylaws, a proposed conflicts of interest plan for Pac-12 members, and an employee compensation and retention plan for the Commissioner and other Pac-12 employees.”
Schulz says no, citing “the rapidly evolving situation concerning the departing members.”
Following the call, Kliavkoff writes to the Conference’s 12 presidents and chancellors, proposing a “meeting of all ‘Conference CEOs’ to discuss ‘complex issues facing the Conference.'”
According to the complaint, “by characterizing the meeting as a’meeting of all Conference CEOs’ rather than a Board Meeting, the Commissioner sought to circumvent the clear language of the Withdrawal provision and empower the departing members to decide matters that properly may only be decided by the Board.”
Aug. 30: Kliavkoff’s unnamed assistant follows up to set up a “Pac-12 Board Meeting” for the week of September 11.
According to the complaint, WSU and OSU were “understandably concerned that the Commissioner’s August 29 communication proposing a’meeting of all Conference CEOs,’ and his assistant’s subsequent communication describing this meeting as a ‘Board Meeting,’ created the false impression that representatives from all twelve Conference members remained eligible to serve on the Pac-12 Board and vote on Board matters.”
On August 31, Oregon State general counsel Rebecca Gose writes to Kliavkoff and Pac-12 general counsel Scott Petersmeyer “to confirm that the contemplated meeting would not be a Pac-12 Board of Directors meeting.” Mr. Petersmeyer, presumably concerned with the governance issues raised herein, did not respond for nearly a week.”
Sept. 5: Petersmeyer responds, stating that the September 13 meeting will be a board meeting and that “we anticipated voting on certain matters including the retention plan and having a discussion and possible vote on our go forward governance approach.”
On September 6, WSU’s Schulz and OSU’s Jayathi Murthy send a letter to Kliavkoff and the ten departing members “demanding that the Commissioner and other members confirm:”
— The board meeting scheduled for September 13 would be canceled.
— The ten schools that are leaving have given up their voting rights.
— WSU and OSU presidents are the “only duly authorized Board members.”
Furthermore, the complaint claims that on September 6:
“One representative of a departing Pac-12 member threatened that the Conference’s departing members were ready to take immediate action to seize control of the Pac-12.” ‘It appears obvious that any 9 Members can declare the fate of the Conference at any time,’ wrote the representative.