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<blockquote data-quote="Buckaineer" data-source="post: 131741361" data-attributes="member: 1428007"><p>Here are the bylaws:<a href="https://big12sports.com/documents/2021/7/1/Handbook_v_1_06_24_2021_.pdf">https://big12sports.com/documents/2021/7/1/Handbook_v_1_06_24_2021_.pdf</a></p><p>1.5.2 Actions Requiring the Vote of a Majority of Disinterested Directors and a</p><p>Supermajority of Disinterested Directors.</p><p></p><p>(b) The following actions may be taken only if approved by the affirmative vote of</p><p>a Supermajority of Disinterested Directors (as defined below):</p><p>(1) Amendments or modifications to the role and authority of the Board of</p><p>Directors and the Advisory Committees (as defined in the Rules);</p><p><strong>(2) The dissolution, liquidation, winding-up, merger, sale, or transfer of all or</strong></p><p><strong>substantially all of the assets of the Conference;</strong></p><p></p><p>1.5.2.2 As used in these Bylaws, the following terms shall apply:</p><p>(a) The term “Disinterested Director(s)” with respect to any issue shall mean</p><p>each person who: (i) is then duly qualified and serving as a member of</p><p>the Board of Directors pursuant to Sections 1.5.3 and 1.5.4 below; (ii) is</p><p>the Director representative of a Member that has not Withdrawn and has</p><p>not been precluded from voting on the matter in question as a Sanctioned</p><p>Member; and (iii) is not an Interested Director (as defined below) with</p><p>respect to such issue.</p><p>(b) The term “Disinterested Director(s) Entitled to Vote” with respect to any</p><p>issue shall mean each Disinterested Director who: (i) is Present at a duly</p><p>called meeting at which such issue is to be considered; or (ii) signs a</p><p>written consent with respect to such issue in accordance with Section</p><p>1.6.8 below.</p><p></p><p>5</p><p>(c) The term “Interested Director(s)” with respect to any issue means any</p><p>Director who has personally, or as to which the Member that such Director</p><p>represents has institutionally, a direct or indirect material interest in the</p><p>subject matter of the issue (or series of related issues) being considered</p><p>by the Board of Directors, that, in the judgment of a majority of the other</p><p>Directors who are not Interested Directors with respect to such issue or</p><p>series related issues, could reasonably be expected to impact adversely</p><p>the objectivity of such Director in voting on such issue or issues. The</p><p>interests that all Members have in common as the beneficial members of</p><p>the Conference (even if such interests have disparate effects among</p><p>Members) will not, in and of itself, cause the Director representing such</p><p>Member to be an Interested Director with respect to an issue or issues</p><p>impacting all Members as the beneficial members of the Conference. Any</p><p>Director who has been determined to be an “Interested Director” in</p><p>accordance with the foregoing may appeal such determination only in</p><p>accordance with the following: (i) such Director shall submit a written</p><p>appeal to the Commissioner and the highest ranking officer of the Board</p><p>of Directors who has not been determined to be an Interested Director</p><p>with respect to such issue, if any; (ii) the Commissioner and such highest</p><p>ranking officer (if any) shall mutually determine and promptly notify such</p><p>Interested Director with respect to their (or if there is no such officer, the</p><p>Commissioner’s) determination on the matter, which determination shall</p><p>set forth whether such Director is deemed to be an “Interested Director”</p><p>on the matter in question; and (iii) the determination made by the</p><p>Commissioner and any such highest ranking officer of the Board of</p><p>Directors shall be final and binding on the Director(s) appealing the initial</p><p>determination by the other Directors.</p><p>(d) The term “Majority of Disinterested Directors” with respect to any issue</p><p>shall mean a majority of all persons who are Disinterested Directors with</p><p>respect to such issue, whether or not they are Present at a meeting</p><p>considering such issue or sign a written consent with respect to such</p><p>issue.</p><p></p><p></p><p>(f) The term “Supermajority of Disinterested Directors” with respect to any</p><p>issue shall mean seventy-five percent (75%) or more of all persons who</p><p>are Disinterested Directors with respect to such issue, whether or not each</p><p>is Present at a meeting considering such issue or signs a written consent</p><p>with respect to such issue.</p><p></p><p></p><p>and once someone withdraws or appears to be withdrawing they cannot vote anymore:</p><p></p><p>3.1 Withdrawal. Notwithstanding the commitment of each Member set forth in</p><p>Section 1.2.3 above, a Member may only withdraw from the Conference, cease to</p><p>be a member in the Conference, or otherwise fail to fully participate in the activities</p><p>of the Conference in contravention of its commitment to remain a Member in the</p><p>Conference for such ninety-nine (99) year period (“Withdraws” or “Withdrawal”)</p><p>by fully complying with the provisions of these Bylaws and by paying the Buyout</p><p>Amount (as defined below). Each Member acknowledges and agrees that the</p><p>Withdrawal of a Member and the payment of the Buyout Amount and</p><p>implementation of the provisions of these Bylaws does not abrogate the</p><p>obligations of such Withdrawing Member (as defined below) pursuant to that</p><p>certain Amended and Restated Grant of Rights Agreement dated effective as of</p><p>July 1, 2012, or any replacement or extension thereof or other agreement</p><p>pursuant to which such Member grants the right to telecast some or all of its</p><p>sporting events to the Conference (a “Grant of Rights Agreement”). The Grant of</p><p>Rights Agreement which will remain in full force and effect as to such Withdrawing</p><p>Member and the Withdrawing Member shall continue to be fully bound under the</p><p>Grant of Rights Agreement after Withdrawal for the remainder of the term of any</p><p>Grant of Rights Agreement as if it remained a Member of the Conference, but the</p><p>Withdrawing Member shall not be entitled to payment of any amounts or any other</p><p>benefits arising under the Grant of Rights Agreement after Withdrawal.</p><p></p><p>3.2 Withdrawing Member. A Member (a “Withdrawing Member”) may Withdraw, or</p><p>shall be deemed to have Withdrawn, as a Member of the Conference: (i) if it gives</p><p>notice of the intent to Withdraw to the Conference; or (ii) if a Supermajority of</p><p>Disinterested Directors by affirmative vote determines that such Member: (A)</p><p>makes statements or takes actions that are determined by a Supermajority of</p><p>Disinterested Directors to evidence the intent of such Member to withdraw from</p><p>the Conference either currently or in the future; (B) breaches or evidences its</p><p>intent to breach or not honor and fully comply with its obligations to the</p><p>Conference under these Bylaws or the Grant of Rights Agreement for the entirety</p><p>of the respective terms thereof; (C) if a third party offers to, or attempts to induce</p><p>a Member to, leave the Conference and/or breach or not to fully perform its future</p><p>obligations under the Grant of Rights Agreement and the Member does not both</p><p>(1) inform the Conference of such action as promptly as possible (but in any event</p><p>not later than twelve (12) hours after such action) and (2) immediately and</p><p>unconditionally reject that offer in a form and manner reasonably acceptable to</p><p>the Commissioner; or (D) if a Member otherwise takes or fails to take actions that</p><p>are determined by a Supermajority of Disinterested Directors to be contrary to the</p><p>best interests of the Conference taken as a whole.</p><p></p><p>3.3 Notice Date and Interim Period. The “Notice Date” of the Withdrawal shall be</p><p>the date of the occurrence of the event that causes the Withdrawal under Section</p><p>3.2 above. The “Effective Date” of the Withdrawal shall be the June 30 that next</p><p>follows the end of the period that is 18 full calendar months following the Notice</p><p>Date, unless an earlier date is established by a Supermajority of Disinterested</p><p>Directors in its sole discretion. The period from the Notice Date to the Effective</p><p>Date is referred to herein as the “Interim Period.”</p><p></p><p>18</p><p>3.4 Buyout Amount. Any Withdrawing Member shall pay to the Conference a</p><p>commitment buyout fee (the “Buyout Amount”) in an amount equal to the sum</p><p>of the amount of distributions that otherwise would be paid to the Member during</p><p>the final two years of its membership in the Conference. The Withdrawing Member</p><p>shall be deemed to have agreed to forfeit all distributions of any type that</p><p>otherwise would have been made to the Withdrawing Member during the Interim</p><p>Period (the “Distribution Withholding”) and the Conference shall not pay the</p><p>Distribution Withholding to the Withdrawing Member. A Withdrawing Member</p><p>agrees to pay to the Conference the amount by which the Buyout Amount exceeds</p><p>the Distribution Withholding, with such payment to be made not later than the</p><p>Effective Date. In addition,</p><p>• if (A) by legal action or otherwise, a Withdrawing Member, or any other person</p><p>or entity, attempts to challenge or oppose or interfere with, or challenges or</p><p>opposes or interferes with, (i) the payment of the Buyout Amount by the</p><p>Withdrawing Member or the withholding of the Distribution Withholding by the</p><p>Conference, (ii) the enforcement by the Conference of its rights under the Grant</p><p>of Rights Agreement or the performance by the Withdrawing Member of its</p><p>obligations under the Grant of Rights Agreement, or (iii) the right of the</p><p>Conference’s telecast partners to televise games of the Withdrawing Member</p><p>under the terms of the Grant of Rights Agreement during its then-remaining</p><p>term; or (B) for any other reason the Conference’s telecast partners are unable</p><p></p><p>to produce and telecast games of the Withdrawing Member during the then-</p><p>remaining term of the Grant of Rights Agreement or the Conference is unable</p><p></p><p>to realize the revenues relating to those games from its telecast partners,</p><p>• then the Members agree that such actions, in breach of the Withdrawing</p><p>Member’s agreements in these Bylaws, cause additional damage to the</p><p>Conference and therefore that the Buyout Amount shall be increased by, and</p><p>shall also include, and the Withdrawing Member shall be obligated to pay to</p><p>the Conference immediately upon the occurrence of any of the foregoing</p><p>events, the amount of all actual loss, damage, costs, or expenses whatsoever</p><p>(including but not limited to lost revenues, damage to reputation and public</p><p>image, and damage to relationships with related parties) incurred by the</p><p>Conference or any of its remaining Members directly or indirectly related to</p><p>that challenge or opposition, whether economic or otherwise.</p><p>Each of the Members agrees that Withdrawal of a Member contrary to its</p><p>commitment to the Conference and the other Members pursuant to Section 3.1</p><p>above would cause damage and financial hardship to the Conference and the</p><p>other Members without regard to the continued enforcement of the Grant of</p><p>Rights Agreement, that the financial consequences to the Conference and its</p><p>remaining Members cannot be measured or estimated with certainty at this time,</p><p>and that the payment of the Buyout Amount is a reasonable method of</p><p>compensating the Conference and the other Members for such damage and</p><p>financial hardship and shall not be construed as a penalty.</p><p></p><p>3.5 Effect of Withdrawal. The term of office of any Director representing a</p><p>Withdrawing Member shall automatically expire and such Director shall no longer</p><p></p><p>19</p><p>be a Director of the Conference effective as of the Notice Date and such</p><p>Withdrawing Member shall not be entitled to have a Director representative on the</p><p>Board of Directors during the Interim Period or thereafter. During the Interim</p><p>Period and thereafter: (i) the number of Directors shall automatically be reduced</p><p>by the number of Withdrawing Members and the calculation of the Disinterested</p><p>Directors Entitled to Vote, the Majority of Disinterested Directors, and the</p><p>Supermajority of Disinterested Directors shall exclude for all purposes the position</p><p>on the Board of Directors previously represented by the Withdrawing Member(s);</p><p>and (ii) neither the Director representing any Withdrawing Member nor such</p><p>Member’s representatives on any Advisory Committee (as defined in the Rules)</p><p>shall be entitled to attend any meeting of, vote on any matter before, notice of any</p><p>meeting of, or copies of materials distributed to, the Board of Directors or any</p><p>Advisory Committee.</p><p></p><p>3.6 Sanction of a Member. The Conference may sanction (“Sanction” and</p><p>“Sanctioned” and variations thereof) a Member by the affirmative vote of a</p><p>Supermajority of Disinterested Directors at any meeting of the Directors at which</p><p>the Director representative(s) of the Member(s) that are the subject of such vote</p><p>has been given reasonable prior notice and the reasonable opportunity to be</p><p>present and to be heard. A Supermajority of Disinterested Directors may take</p><p>such action if, after the Member’s opportunity to be heard, a Supermajority of</p><p>Disinterested Directors determines that such Member has: (i) violated any</p><p>provision of these Bylaws or the Rules and other regulations established from time</p><p>to time by the Board of Directors that govern the Conference or the Grant of Rights</p><p>Agreement; (ii) engaged in any action or a course of conduct materially adverse</p><p>to the best interests of the Conference taken as a whole; (iii) taken or omitted to</p><p>take any other action that could be the basis for Withdrawal as described above if</p><p>a Supermajority of Disinterested Directors does not elect to deem the action to</p><p>constitute a deemed Withdrawal at that time; or (iv) otherwise taken any action or</p><p>omitted to take an action that a Supermajority of Disinterested Directors</p><p>determines merits Sanctions. In accordance with the preceding sentence, a</p><p>Supermajority of Disinterested Directors shall, in its sole discretion, be empowered</p><p>to determine whether any Sanctions are appropriate, the type, extent, and</p><p>conditions to any Sanctions imposed, and impose such Sanctions on a Member</p><p>depending, in each case, on factors that a Supermajority of Disinterested Directors</p><p>deems to be relevant, including but not limited to the severity of the harm to the</p><p>Conference taken as a whole resulting from the action or inaction set forth in the</p><p>preceding sentence. Without limiting the foregoing and merely as an illustration</p><p>of the types of Sanctions that could be considered by a Supermajority of</p><p>Disinterested Directors are prohibitions on appearance in postseason events or</p><p>televised events, restrictions on revenue distributions, and limitations on recruiting</p><p>or scholarships.</p></blockquote><p></p>
[QUOTE="Buckaineer, post: 131741361, member: 1428007"] Here are the bylaws:[URL]https://big12sports.com/documents/2021/7/1/Handbook_v_1_06_24_2021_.pdf[/URL] 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); [B](2) The dissolution, liquidation, winding-up, merger, sale, or transfer of all or substantially all of the assets of the Conference;[/B] 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. 5 (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.” 18 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 19 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. [/QUOTE]
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