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How many votes will it take to dissolve
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<blockquote data-quote="Buckaineer" data-source="post: 131730984" data-attributes="member: 1428007"><p>Here are the relevant sections of the BIG 12 Bylaws:</p><p>[URL unfurl="true"]https://big12sports.com/documents/2021/7/1/Handbook_v_1_06_24_2021_.pdf[/URL]</p><p></p><p></p><p><strong>(b) The following actions may be taken only if approved by the affirmative vote of</strong></p><p><strong>a Supermajority of Disinterested Directors (as defined below):</strong></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>(3) Admission of a new Member or amendment of Section 1.2.2, 1.2.3, or</p><p>1.2.4 above;</p><p>(4) Sanction of any Member, as set forth in Section 3 below;</p><p>(5) Any action with respect to a Withdrawing Member as set forth in Section</p><p>3 below;</p><p>(6) Approval or modification of contracts for the provision of teams to bowl</p><p>games in intercollegiate football; and</p><p>(7) Approval or modification of: (i) Section 2 below or any other policies and</p><p>procedures relating to the revenue distribution to the Members; and (ii)</p><p>the establishment and funding of, terms or, maintenance of, and release</p><p>or dissolution of, any reserves funded with Conference assets or revenues</p><p>pursuant to Section 2.5 below.</p><p></p><p>1.5.2.2 As used in these Bylaws, the following terms shall apply:</p><p><strong>(a) The term “Disinterested Director(s)” with respect to any issue shall mean</strong></p><p><strong>each person who: </strong>(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) <strong>is</strong></p><p><strong>the Director representative of a Member that has not Withdrawn and has</strong></p><p><strong>not been precluded from voting on the matter in question as a Sanctioned</strong></p><p><strong>Member; and (iii) is not an Interested Director (as defined below) with</strong></p><p><strong>respect to such issue.</strong></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>(e) The terms “Present” or “Presence” as used in these Bylaws with respect</p><p>to any meeting of the Board of Directors or a meeting of a committee</p><p>designated by the Board of Directors shall mean participation by a person</p><p>in person at or by means of Remote Access (as defined below) in the</p><p>meeting.</p><p><strong>(f) The term “Supermajority of Disinterested Directors” with respect to any</strong></p><p><strong>issue shall mean seventy-five percent (75%) or more of all persons who</strong></p><p><strong>are Disinterested Directors with respect to such issue, whether or not each</strong></p><p><strong>is Present at a meeting considering such issue or signs a written consent</strong></p><p><strong>with respect to such issue.</strong></p><p><strong></strong></p><p><strong>1.5.3 Number, Election and Term. The number of members of the Board of Directors</strong></p><p><strong>of the Conference (the “Board of Directors”) shall equal the number of Members</strong></p><p><strong>in the Conference that have not Withdrawn or are subject to Sanctions that</strong></p><p><strong>preclude representation on the Board of Directors, consisting of one (1)</strong></p><p><strong></strong></p><p><strong>6</strong></p><p><strong>representative for each such Member, who shall be the most senior campus</strong></p><p><strong>executive officer (President or Chancellor) (the “Chief Executive Officer”) of each</strong></p><p><strong>Member.</strong></p></blockquote><p></p>
[QUOTE="Buckaineer, post: 131730984, member: 1428007"] Here are the relevant sections of the BIG 12 Bylaws: [URL unfurl="true"]https://big12sports.com/documents/2021/7/1/Handbook_v_1_06_24_2021_.pdf[/URL] [B](b) The following actions may be taken only if approved by the affirmative vote of a Supermajority of Disinterested Directors (as defined below):[/B] (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] (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: [B](a) The term “Disinterested Director(s)” with respect to any issue shall mean each person who: [/B](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) [B]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] (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. (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. [B](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) 6 representative for each such Member, who shall be the most senior campus executive officer (President or Chancellor) (the “Chief Executive Officer”) of each Member.[/B] [/QUOTE]
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