Here are the relevant sections of the BIG 12 Bylaws:
(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;
(3) Admission of a new Member or amendment of Section 1.2.2, 1.2.3, or
1.2.4 above;
(4) Sanction of any Member, as set forth in Section 3 below;
(5) Any action with respect to a Withdrawing Member as set forth in Section
3 below;
(6) Approval or modification of contracts for the provision of teams to bowl
games in intercollegiate football; and
(7) Approval or modification of: (i) Section 2 below or any other policies and
procedures relating to the revenue distribution to the Members; and (ii)
the establishment and funding of, terms or, maintenance of, and release
or dissolution of, any reserves funded with Conference assets or revenues
pursuant to Section 2.5 below.
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the Director representative of a Member that has not Withdrawn and has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.
(e) The terms “Present” or “Presence” as used in these Bylaws with respect
to any meeting of the Board of Directors or a meeting of a committee
designated by the Board of Directors shall mean participation by a person
in person at or by means of Remote Access (as defined below) in the
meeting.
(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.
1.5.3 Number, Election and Term. The number of members of the Board of Directors
of the Conference (the “Board of Directors”) shall equal the number of Members
in the Conference that have not Withdrawn or are subject to Sanctions that
preclude representation on the Board of Directors, consisting of one (1)
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representative for each such Member, who shall be the most senior campus
executive officer (President or Chancellor) (the “Chief Executive Officer”) of each
Member.