Here are the bylaws:
https://big12sports.com/documents/2021/7/1/Handbook_v_1_06_24_2021_.pdf
1.5.2 Actions Requiring the Vote of a Majority of Disinterested Directors and a
Supermajority of Disinterested Directors.
(b) The following actions may be taken only if approved by the affirmative vote of
a Supermajority of Disinterested Directors (as defined below):
(1) Amendments or modifications to the role and authority of the Board of
Directors and the Advisory Committees (as defined in the Rules);
(2) The dissolution, liquidation, winding-up, merger, sale, or transfer of all or
substantially all of the assets of the Conference;
1.5.2.2 As used in these Bylaws, the following terms shall apply:
(a) The term “Disinterested Director(s)” with respect to any issue shall mean
each person who: (i) is then duly qualified and serving as a member of
the Board of Directors pursuant to Sections 1.5.3 and 1.5.4 below; (ii) is
the Director representative of a Member that has not Withdrawn and has
not been precluded from voting on the matter in question as a Sanctioned
Member; and (iii) is not an Interested Director (as defined below) with
respect to such issue.
(b) The term “Disinterested Director(s) Entitled to Vote” with respect to any
issue shall mean each Disinterested Director who: (i) is Present at a duly
called meeting at which such issue is to be considered; or (ii) signs a
written consent with respect to such issue in accordance with Section
1.6.8 below.
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(c) The term “Interested Director(s)” with respect to any issue means any
Director who has personally, or as to which the Member that such Director
represents has institutionally, a direct or indirect material interest in the
subject matter of the issue (or series of related issues) being considered
by the Board of Directors, that, in the judgment of a majority of the other
Directors who are not Interested Directors with respect to such issue or
series related issues, could reasonably be expected to impact adversely
the objectivity of such Director in voting on such issue or issues. The
interests that all Members have in common as the beneficial members of
the Conference (even if such interests have disparate effects among
Members) will not, in and of itself, cause the Director representing such
Member to be an Interested Director with respect to an issue or issues
impacting all Members as the beneficial members of the Conference. Any
Director who has been determined to be an “Interested Director” in
accordance with the foregoing may appeal such determination only in
accordance with the following: (i) such Director shall submit a written
appeal to the Commissioner and the highest ranking officer of the Board
of Directors who has not been determined to be an Interested Director
with respect to such issue, if any; (ii) the Commissioner and such highest
ranking officer (if any) shall mutually determine and promptly notify such
Interested Director with respect to their (or if there is no such officer, the
Commissioner’s) determination on the matter, which determination shall
set forth whether such Director is deemed to be an “Interested Director”
on the matter in question; and (iii) the determination made by the
Commissioner and any such highest ranking officer of the Board of
Directors shall be final and binding on the Director(s) appealing the initial
determination by the other Directors.
(d) The term “Majority of Disinterested Directors” with respect to any issue
shall mean a majority of all persons who are Disinterested Directors with
respect to such issue, whether or not they are Present at a meeting
considering such issue or sign a written consent with respect to such
issue.
(f) The term “Supermajority of Disinterested Directors” with respect to any
issue shall mean seventy-five percent (75%) or more of all persons who
are Disinterested Directors with respect to such issue, whether or not each
is Present at a meeting considering such issue or signs a written consent
with respect to such issue.
and once someone withdraws or appears to be withdrawing they cannot vote anymore:
3.1 Withdrawal. Notwithstanding the commitment of each Member set forth in
Section 1.2.3 above, a Member may only withdraw from the Conference, cease to
be a member in the Conference, or otherwise fail to fully participate in the activities
of the Conference in contravention of its commitment to remain a Member in the
Conference for such ninety-nine (99) year period (“Withdraws” or “Withdrawal”)
by fully complying with the provisions of these Bylaws and by paying the Buyout
Amount (as defined below). Each Member acknowledges and agrees that the
Withdrawal of a Member and the payment of the Buyout Amount and
implementation of the provisions of these Bylaws does not abrogate the
obligations of such Withdrawing Member (as defined below) pursuant to that
certain Amended and Restated Grant of Rights Agreement dated effective as of
July 1, 2012, or any replacement or extension thereof or other agreement
pursuant to which such Member grants the right to telecast some or all of its
sporting events to the Conference (a “Grant of Rights Agreement”). The Grant of
Rights Agreement which will remain in full force and effect as to such Withdrawing
Member and the Withdrawing Member shall continue to be fully bound under the
Grant of Rights Agreement after Withdrawal for the remainder of the term of any
Grant of Rights Agreement as if it remained a Member of the Conference, but the
Withdrawing Member shall not be entitled to payment of any amounts or any other
benefits arising under the Grant of Rights Agreement after Withdrawal.
3.2 Withdrawing Member. A Member (a “Withdrawing Member”) may Withdraw, or
shall be deemed to have Withdrawn, as a Member of the Conference: (i) if it gives
notice of the intent to Withdraw to the Conference; or (ii) if a Supermajority of
Disinterested Directors by affirmative vote determines that such Member: (A)
makes statements or takes actions that are determined by a Supermajority of
Disinterested Directors to evidence the intent of such Member to withdraw from
the Conference either currently or in the future; (B) breaches or evidences its
intent to breach or not honor and fully comply with its obligations to the
Conference under these Bylaws or the Grant of Rights Agreement for the entirety
of the respective terms thereof; (C) if a third party offers to, or attempts to induce
a Member to, leave the Conference and/or breach or not to fully perform its future
obligations under the Grant of Rights Agreement and the Member does not both
(1) inform the Conference of such action as promptly as possible (but in any event
not later than twelve (12) hours after such action) and (2) immediately and
unconditionally reject that offer in a form and manner reasonably acceptable to
the Commissioner; or (D) if a Member otherwise takes or fails to take actions that
are determined by a Supermajority of Disinterested Directors to be contrary to the
best interests of the Conference taken as a whole.
3.3 Notice Date and Interim Period. The “Notice Date” of the Withdrawal shall be
the date of the occurrence of the event that causes the Withdrawal under Section
3.2 above. The “Effective Date” of the Withdrawal shall be the June 30 that next
follows the end of the period that is 18 full calendar months following the Notice
Date, unless an earlier date is established by a Supermajority of Disinterested
Directors in its sole discretion. The period from the Notice Date to the Effective
Date is referred to herein as the “Interim Period.”
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3.4 Buyout Amount. Any Withdrawing Member shall pay to the Conference a
commitment buyout fee (the “Buyout Amount”) in an amount equal to the sum
of the amount of distributions that otherwise would be paid to the Member during
the final two years of its membership in the Conference. The Withdrawing Member
shall be deemed to have agreed to forfeit all distributions of any type that
otherwise would have been made to the Withdrawing Member during the Interim
Period (the “Distribution Withholding”) and the Conference shall not pay the
Distribution Withholding to the Withdrawing Member. A Withdrawing Member
agrees to pay to the Conference the amount by which the Buyout Amount exceeds
the Distribution Withholding, with such payment to be made not later than the
Effective Date. In addition,
• if (A) by legal action or otherwise, a Withdrawing Member, or any other person
or entity, attempts to challenge or oppose or interfere with, or challenges or
opposes or interferes with, (i) the payment of the Buyout Amount by the
Withdrawing Member or the withholding of the Distribution Withholding by the
Conference, (ii) the enforcement by the Conference of its rights under the Grant
of Rights Agreement or the performance by the Withdrawing Member of its
obligations under the Grant of Rights Agreement, or (iii) the right of the
Conference’s telecast partners to televise games of the Withdrawing Member
under the terms of the Grant of Rights Agreement during its then-remaining
term; or (B) for any other reason the Conference’s telecast partners are unable
to produce and telecast games of the Withdrawing Member during the then-
remaining term of the Grant of Rights Agreement or the Conference is unable
to realize the revenues relating to those games from its telecast partners,
• then the Members agree that such actions, in breach of the Withdrawing
Member’s agreements in these Bylaws, cause additional damage to the
Conference and therefore that the Buyout Amount shall be increased by, and
shall also include, and the Withdrawing Member shall be obligated to pay to
the Conference immediately upon the occurrence of any of the foregoing
events, the amount of all actual loss, damage, costs, or expenses whatsoever
(including but not limited to lost revenues, damage to reputation and public
image, and damage to relationships with related parties) incurred by the
Conference or any of its remaining Members directly or indirectly related to
that challenge or opposition, whether economic or otherwise.
Each of the Members agrees that Withdrawal of a Member contrary to its
commitment to the Conference and the other Members pursuant to Section 3.1
above would cause damage and financial hardship to the Conference and the
other Members without regard to the continued enforcement of the Grant of
Rights Agreement, that the financial consequences to the Conference and its
remaining Members cannot be measured or estimated with certainty at this time,
and that the payment of the Buyout Amount is a reasonable method of
compensating the Conference and the other Members for such damage and
financial hardship and shall not be construed as a penalty.
3.5 Effect of Withdrawal. The term of office of any Director representing a
Withdrawing Member shall automatically expire and such Director shall no longer
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be a Director of the Conference effective as of the Notice Date and such
Withdrawing Member shall not be entitled to have a Director representative on the
Board of Directors during the Interim Period or thereafter. During the Interim
Period and thereafter: (i) the number of Directors shall automatically be reduced
by the number of Withdrawing Members and the calculation of the Disinterested
Directors Entitled to Vote, the Majority of Disinterested Directors, and the
Supermajority of Disinterested Directors shall exclude for all purposes the position
on the Board of Directors previously represented by the Withdrawing Member(s);
and (ii) neither the Director representing any Withdrawing Member nor such
Member’s representatives on any Advisory Committee (as defined in the Rules)
shall be entitled to attend any meeting of, vote on any matter before, notice of any
meeting of, or copies of materials distributed to, the Board of Directors or any
Advisory Committee.
3.6 Sanction of a Member. The Conference may sanction (“Sanction” and
“Sanctioned” and variations thereof) a Member by the affirmative vote of a
Supermajority of Disinterested Directors at any meeting of the Directors at which
the Director representative(s) of the Member(s) that are the subject of such vote
has been given reasonable prior notice and the reasonable opportunity to be
present and to be heard. A Supermajority of Disinterested Directors may take
such action if, after the Member’s opportunity to be heard, a Supermajority of
Disinterested Directors determines that such Member has: (i) violated any
provision of these Bylaws or the Rules and other regulations established from time
to time by the Board of Directors that govern the Conference or the Grant of Rights
Agreement; (ii) engaged in any action or a course of conduct materially adverse
to the best interests of the Conference taken as a whole; (iii) taken or omitted to
take any other action that could be the basis for Withdrawal as described above if
a Supermajority of Disinterested Directors does not elect to deem the action to
constitute a deemed Withdrawal at that time; or (iv) otherwise taken any action or
omitted to take an action that a Supermajority of Disinterested Directors
determines merits Sanctions. In accordance with the preceding sentence, a
Supermajority of Disinterested Directors shall, in its sole discretion, be empowered
to determine whether any Sanctions are appropriate, the type, extent, and
conditions to any Sanctions imposed, and impose such Sanctions on a Member
depending, in each case, on factors that a Supermajority of Disinterested Directors
deems to be relevant, including but not limited to the severity of the harm to the
Conference taken as a whole resulting from the action or inaction set forth in the
preceding sentence. Without limiting the foregoing and merely as an illustration
of the types of Sanctions that could be considered by a Supermajority of
Disinterested Directors are prohibitions on appearance in postseason events or
televised events, restrictions on revenue distributions, and limitations on recruiting
or scholarships.
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