Pac-12 chaos: Judge sides with WSU and OSU, brings board business to temporary haltc

The ruling did not determine which schools have voting rights; that comes next

On Monday, a Whitman County (Wash.) judge granted Washington State and Oregon State’s request for a temporary restraining order prohibiting the Pac-12’s presidents and chancellors from meeting until the court determines the makeup of the board of directors.

“That makes everybody equal,” Superior Court Judge Gary Libey said shortly after 12 p.m. in issuing his ruling.

In the coming weeks, a preliminary injunction hearing to determine which schools have voting rights — all 12, or just the Beavers and Cougars — is expected.

“I am pleased with today’s decision,” Oregon State president Jayathi Murthy wrote on Twitter. “As the Pac-12’s two remaining members, Oregon State and Washington State must chart a course forward for the Pac-12, not the members who have chosen to leave it.”

Kirk Schulz, president of Washington State University, called the decision “a step in the right direction.”

The Pac-12, which declined to comment on the ruling, argued that a board meeting on Wednesday was required to approve an employee retention-and-severance plan that would help the conference meet its media obligations through the 2023-24 sports season.

(The Pac-12 has a contract with its media partners to produce and operate approximately 1,000 events in exchange for more than $400 million.)

WSU and OSU, which filed the lawsuit against the conference last week, were concerned that the meeting would result in the conference’s ten outgoing members voting as a bloc on a plan that would harm the two schools left behind in the realignment game.

(According to Eric MacMichael, an attorney for the plaintiffs from the firm Keker, Van Nest and Peters, one of the board meeting topics was using Pac-12 funds to help offset transition costs for the departing schools. Mark Lambert, the defense attorney, called that a “mischaracterization.”)

The Cougars and Beavers are considering several options, including a conference rebuild, but are waiting for the Pac-12 to provide a full report on assets and liabilities, a slow-moving process that has frustrated both schools.

They believe the ten departing members have relinquished control of the conference’s assets by joining other leagues beginning next summer.

According to Pac-12 bylaws, if a school withdraws before August 1, 2024, 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 exactly is a withdrawal notice?

The bylaws are silent on the subject. According to a source, none of the departing schools have provided written notice. However, WSU and OSU believe that public statements made by executives from the ten schools, as well as “welcome” announcements made on social media by their new leagues, constitute notice, making their presidents ineligible for the board.

Major strategic and financial decisions require a supermajority (75 percent) vote. If the court rules that the ten departing schools retain their board-of-directors status, they can do whatever they want. One option is to vote to dissolve the conference beginning next summer, which would result in the distribution of all assets among the 12 schools.

However, if the Cougars and Beavers are deemed the sole board members, they will control the assets and have the ability to use tens of millions of dollars in Pac-12 funds to rebuild the conference and offset revenue losses caused by the collapse.

The two remaining schools believe the departing ten are conflicted as soon-to-be members of rival conferences, and they base their case on “the action the Pac-12… took when the first two schools announced their departure from the conference more than a year ago,” according to WSU’s Schulz.

After USC and UCLA agreed to join the Big Ten in June 2022, they were removed from the Pac-12 board. After the Buffaloes announced their departure for the Big 12, the conference took the same approach with them this summer.

Late last month, however, commissioner George Kliavkoff attempted to convene a meeting of all 12 presidents and chancellors, alarmed the Cougars and Beavers, and prompted the legal action.

“The meaning of the bylaws hasn’t changed just because more members have decided to leave,” WSU and OSU’s attorney, MacMichael, told the court.

The judge made no decision on that aspect of the case. However, he agreed with the Cougars and Beavers that the board’s makeup should be determined before it meets again.

“We are pleased that the court has taken this important first step to ensure that Washington State and Oregon State’s rights are protected,” said Arianna Scavetti, a Weil, Gotshal & Manges LLP attorney for the plaintiffs.

“We are looking forward to further proceedings that will ensure clarity and fairness in Pac-12 governance.”