MEGA Conference Realignment and lawsuits Megathread: Stories, Tales, Lies, and Exaggerations

[RVACane]

Notre Dame has an issue with football and their upcoming renegotiation with nbc or anyone for that matter.

their home schedule as currently constituted is not worth the number they want let alone what the big ten can offer. The market no longer is there for the premium they likely want to jump to in a new deal. If it’s money or even 75% of what the big ten is going to offer, they arent going to get there.

they will have to decide this time how much money are they willing to sacrifice to stay fully independent

I’m pretty certain I read on the ND board that they’re not so confident for the next tv deal.

 

[RVACane]

Well reports are they're currently getting like $25M/yr from NBC, which is >$75M/yr less than they'd be worth to the SEC/B10 when those new deals kick in. Now will NBC pay them more than like $50M/yr? maybe not. It's better for NBC and the like to have ND in the B10 where they'll have them for 9+ games a year at least. Now ND can afford to eat it if they want, they're really not feeling any pressure I'd bet.

But they also get a vote in the ACC/GOR situation. So imo we're at 8 (>50%) right now if ND voted with us as long as B12 will take 2 schools - which seems like a no brainer.

I think they vote with us if they want more money off their next tv deal. If not then who knows.

 

[Calinative]

I think they vote with us if they want more money off their next tv deal. If not then who knows.

Yeah I agree, but really there isn't like a necessity for them to not vote with us either. At the end of the day whether they stay independent in football or not, Its not like them being in the ACC for non-football sports is so imperative. And being stuck to a 13 year GOR isn't worth it period. If they reupped in Football with NBC they could still vote to dissolve ACC and try to join B10 with a similar agreement except likely much better.

 

[TheOriginalCane]

I’m pretty certain I read on the ND board that they’re not so confident for the next tv deal.

And I think that's an accurate reading (finally) by their fanbase.

ND is still valuable, but not so much as a "stand-alone" property. They will get a LOT more money as a member of a conference.

The writing is on the wall. The only issue is whether they are going to figure it out sooner...or later...

And don't get me wrong, there's a part of my brain that enjoys the prospect of ND earning $50 M less than many other schools for a decade or longer...but I think we kinda-sorta need ND to vote with us right now...

 

[RVACane]

Yeah I agree, but really there isn't like a necessity for them to not vote with us either. At the end of the day whether they stay independent in football or not, Its not like them being in the ACC for non-football sports is so imperative. And being stuck to a 13 year GOR isn't worth it period. If they reupped in Football with NBC they could still vote to dissolve ACC and try to join B10 with a similar agreement except likely much better.

And the other thing is that if they vote against us then they’ll be stuck in the ACC with 7 parties out for blood for 13 years going forward.

 

[Rickd]

Here ya go

https://virginiatech.sportswar.com/wp-content/uploads/sites/15/2022/08/2020-21-ACC-Manual-2020-9-17-2.pdf

So if I skim read that correctly it does state that any votes on constitutional changes to the ACC requires a two thirds quorum and then a simple majority vote. So that would confirm the comments regarding 8 votes being required. It is interesting that in order to add a new member to the ACC they require a 75% approval but for constitutional changes a simple majority. Let's get those 8 invites defined and pull the trigger!!

 

[TheOriginalCane]

So if I skim read that correctly it does state that any votes on constitutional changes to the ACC requires a two thirds quorum and then a simple majority vote. So that would confirm the comments regarding 8 votes being required. It is interesting that in order to add a new member to the ACC they require a 75% approval but for constitutional changes a simple majority. Let's get those 8 invites defined and pull the trigger!!

Yes, but what if the Non-Magnificent Seven just refuse to show up at any more ACC meetings?

 

[Rickd]

Yes, but what if the Non-Magnificent Seven just refuse to show up at any more ACC meetings?

View attachment 239801

Just need 10 to show up and have the required quorum.

Magnificent Seven
UM
UVA
UNC
FSU
CLEMSON
VA Tech
NC State

Add:
ND = elite 8
Louisville with the Big 12 invite = 9

Just need one other program convinced that they would fare better in the Big 12 than continuing to fall behind $$$ in the ACC. Pitt?

 

[RVACane]

Just need 10 to show up and have the required quorum.

Magnificent Seven
UM
UVA
UNC
FSU
CLEMSON
VA Tech
NC State

Add:
ND = elite 8
Louisville with the Big 12 invite = 9

Just need one other program convinced that they would fare better in the Big 12 than continuing to fall behind $$$ in the ACC. Pitt?

We need Pitt, GT and Louisville to have Big 12 invites. And I think we need 11 to show up.

 

[RVACane]

So if I skim read that correctly it does state that any votes on constitutional changes to the ACC requires a two thirds quorum and then a simple majority vote. So that would confirm the comments regarding 8 votes being required. It is interesting that in order to add a new member to the ACC they require a 75% approval but for constitutional changes a simple majority. Let's get those 8 invites defined and pull the trigger!!

Yes, but what if the Non-Magnificent Seven just refuse to show up at any more ACC meetings?

View attachment 239801

I didn’t see anything on notice requirements. Is there a requirement by rule to provide an agenda to be voted on in advance of a board meeting?

 

[TheOriginalCane]

We need Pitt, GT and Louisville to have Big 12 invites. And I think we need 11 to show up.

Yeah, let's not forget that ND has been skipping school recently.

It would be SO typical if ND was just expecting the rest of us to do all their heavy lifting for them.

 

[TheOriginalCane]

I didn’t see anything on notice requirements. Is there a requirement by rule to provide an agenda to be voted on in advance of a board meeting?

Ha!

I would expect them to pull some sort of weasel maneuver like politicians do, where they are all hiding in a hotel room across the street to see what's going to happen before they poke their heads out...

 

[Calinative]

So if I skim read that correctly it does state that any votes on constitutional changes to the ACC requires a two thirds quorum and then a simple majority vote. So that would confirm the comments regarding 8 votes being required. It is interesting that in order to add a new member to the ACC they require a 75% approval but for constitutional changes a simple majority. Let's get those 8 invites defined and pull the trigger!!

Idk, this Seems to be the relevant section:

1.6.1 Quorum

Except as provided under applicable law, this Constitution or the Bylaws, two-thirds (2/3) of all Directors present at a meeting of the Board shall constitute a quorum of the Board. However, in the case of any matter requiring the affirmative vote of more than two-thirds (2/3) of all Directors present, a quorum shall only exist if at least that number of Directors equal to such required vote is present.

1.6.2 Required Vote

Each Director shall be entitled to one vote each. If a quorum is present when a vote of the Directors is taken, the affirmative vote of a majority of all Directors present for such vote shall be an act of the Board.

For clarity, the following definitions apply to references in this Constitution or the Bylaws to the affirmative vote of:

• (a) a majority or two-thirds (2/3) of all "Directors present" shall mean a majority or two-thirds (2/3) of all the Directors who are present at a Board meeting at which a quorum exists.
• (b) two-thirds (2/3) of all the Directors shall mean two-thirds (2/3) of all the Directors of the Board, even if one or more of such Directors is not present for such vote ("Absolute Two-Thirds Matters").
• (c) three-fourths (3/4) of all the Directors shall mean three-fourths (3/4) of all the Directors of the Board, even if one or more of such Directors is not present for such vote ("Absolute Three-Fourths Matters").

The Absolute Two-Thirds Matters include
(i) any amendment to Article 2.5 of the Bylaws (Finances),
(ii) selecting or changing the location of the Conference office,
(iii) entering into or amending any Material Media Rights Agreement (as defined in Section 2.3.1(q)),
(iv) the appointment, extension of the term, or removal of the Commissioner, or other matters set forth in Section 1.5.2.1.1,
(v) the initiation of any material litigation involving the Conference (excluding the settlement of any litigation involving the Conference, which requires the affirmative vote of a majority of all Directors present for such vote).

The Absolute Three-Fourths Matters include
(i) the admission of new Members to the Conference pursuant to Section 1.4.3,
(ii) the expulsion, suspension, or probation of a Member pursuant to Section 1.4.4,
(iii) any amendment of this Constitution,
(iv) any amendment of the Bylaws (except amendments to Article 2.5),
(v) waiver of notice or other required process for a Board meeting pursuant to Section 1.5.1.5.2.

1.6.3 Constitution and Bylaws Amendments

The initial draft of any proposed amendment to this Constitution or the Bylaws shall be submitted in writing to the Directors or their designees at least four weeks before the Board meeting at which such amendment shall be considered. Revised drafts reflecting material comments received within 14 days shall be sent to the Directors at least 10 days before the meeting. However, motions for further amendments may be considered and adopted by the requisite vote at the meeting.

1.6.7 Effective Date of Amendments

All amendments to the ACC Manual shall become effective on July 1 following their adoption, unless otherwise specified in the proposed amendment or the resolution(s) adopting the proposed amendment.

2.11.3.4 Dissolution Clause

Upon the dissolution of the Conference, the Board shall dispose of all the assets of the organization exclusively for the purpose of the organization. The assets shall be disposed of in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as determined by the Board.

Any assets not disposed of in accordance with the above shall be disposed of by the state court of jurisdiction in which the principal office of the organization is located. The disposal shall be exclusively for such purposes or to such organization or organizations as determined by the court, which must be organized and operated exclusively for the aforementioned charitable, educational, religious, or scientific purposes.

 

[RVACane]

Idk, this Seems to be the relevant section:

1.6.1 Quorum

Except as provided under applicable law, this Constitution or the Bylaws, two-thirds (2/3) of all Directors present at a meeting of the Board shall constitute a quorum of the Board. However, in the case of any matter requiring the affirmative vote of more than two-thirds (2/3) of all Directors present, a quorum shall only exist if at least that number of Directors equal to such required vote is present.

1.6.2 Required Vote

Each Director shall be entitled to one vote each. If a quorum is present when a vote of the Directors is taken, the affirmative vote of a majority of all Directors present for such vote shall be an act of the Board.

For clarity, the following definitions apply to references in this Constitution or the Bylaws to the affirmative vote of:

• (a) a majority or two-thirds (2/3) of all "Directors present" shall mean a majority or two-thirds (2/3) of all the Directors who are present at a Board meeting at which a quorum exists.
• (b) two-thirds (2/3) of all the Directors shall mean two-thirds (2/3) of all the Directors of the Board, even if one or more of such Directors is not present for such vote ("Absolute Two-Thirds Matters").
• (c) three-fourths (3/4) of all the Directors shall mean three-fourths (3/4) of all the Directors of the Board, even if one or more of such Directors is not present for such vote ("Absolute Three-Fourths Matters").

The Absolute Two-Thirds Matters include
(i) any amendment to Article 2.5 of the Bylaws (Finances),
(ii) selecting or changing the location of the Conference office,
(iii) entering into or amending any Material Media Rights Agreement (as defined in Section 2.3.1(q)),
(iv) the appointment, extension of the term, or removal of the Commissioner, or other matters set forth in Section 1.5.2.1.1,
(v) the initiation of any material litigation involving the Conference (excluding the settlement of any litigation involving the Conference, which requires the affirmative vote of a majority of all Directors present for such vote).

The Absolute Three-Fourths Matters include
(i) the admission of new Members to the Conference pursuant to Section 1.4.3,
(ii) the expulsion, suspension, or probation of a Member pursuant to Section 1.4.4,
(iii) any amendment of this Constitution,
(iv) any amendment of the Bylaws (except amendments to Article 2.5),
(v) waiver of notice or other required process for a Board meeting pursuant to Section 1.5.1.5.2.

1.6.3 Constitution and Bylaws Amendments

The initial draft of any proposed amendment to this Constitution or the Bylaws shall be submitted in writing to the Directors or their designees at least four weeks before the Board meeting at which such amendment shall be considered. Revised drafts reflecting material comments received within 14 days shall be sent to the Directors at least 10 days before the meeting. However, motions for further amendments may be considered and adopted by the requisite vote at the meeting.

1.6.7 Effective Date of Amendments

All amendments to the ACC Manual shall become effective on July 1 following their adoption, unless otherwise specified in the proposed amendment or the resolution(s) adopting the proposed amendment.

2.11.3.4 Dissolution Clause

Upon the dissolution of the Conference, the Board shall dispose of all the assets of the organization exclusively for the purpose of the organization. The assets shall be disposed of in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as determined by the Board.

Any assets not disposed of in accordance with the above shall be disposed of by the state court of jurisdiction in which the principal office of the organization is located. The disposal shall be exclusively for such purposes or to such organization or organizations as determined by the court, which must be organized and operated exclusively for the aforementioned charitable, educational, religious, or scientific purposes.

Have you seen anything on notice requirements about a vote and the reason for the vote and advance agendas being provided?

 

[Calinative]

Have you seen anything on notice requirements about a vote and the reason for the vote and advance agendas being provided?

Depends if it's required to amend the constitution or Bylaws or not. If it is:

1.6.3 Constitution and Bylaws Amendments

The initial draft of any proposed amendment to this Constitution or the Bylaws shall be submitted in writing to the Directors or their designees at least four weeks before the Board meeting at which such amendment shall be considered. Revised drafts reflecting material comments received within 14 days shall be sent to the Directors at least 10 days before the meeting. However, motions for further amendments may be considered and adopted by the requisite vote at the meeting.

 

[Rickd]

Idk, this Seems to be the relevant section:

1.6.1 Quorum

Except as provided under applicable law, this Constitution or the Bylaws, two-thirds (2/3) of all Directors present at a meeting of the Board shall constitute a quorum of the Board. However, in the case of any matter requiring the affirmative vote of more than two-thirds (2/3) of all Directors present, a quorum shall only exist if at least that number of Directors equal to such required vote is present.

1.6.2 Required Vote

Each Director shall be entitled to one vote each. If a quorum is present when a vote of the Directors is taken, the affirmative vote of a majority of all Directors present for such vote shall be an act of the Board.

For clarity, the following definitions apply to references in this Constitution or the Bylaws to the affirmative vote of:

• (a) a majority or two-thirds (2/3) of all "Directors present" shall mean a majority or two-thirds (2/3) of all the Directors who are present at a Board meeting at which a quorum exists.
• (b) two-thirds (2/3) of all the Directors shall mean two-thirds (2/3) of all the Directors of the Board, even if one or more of such Directors is not present for such vote ("Absolute Two-Thirds Matters").
• (c) three-fourths (3/4) of all the Directors shall mean three-fourths (3/4) of all the Directors of the Board, even if one or more of such Directors is not present for such vote ("Absolute Three-Fourths Matters").

The Absolute Two-Thirds Matters include
(i) any amendment to Article 2.5 of the Bylaws (Finances),
(ii) selecting or changing the location of the Conference office,
(iii) entering into or amending any Material Media Rights Agreement (as defined in Section 2.3.1(q)),
(iv) the appointment, extension of the term, or removal of the Commissioner, or other matters set forth in Section 1.5.2.1.1,
(v) the initiation of any material litigation involving the Conference (excluding the settlement of any litigation involving the Conference, which requires the affirmative vote of a majority of all Directors present for such vote).

The Absolute Three-Fourths Matters include
(i) the admission of new Members to the Conference pursuant to Section 1.4.3,
(ii) the expulsion, suspension, or probation of a Member pursuant to Section 1.4.4,
(iii) any amendment of this Constitution,
(iv) any amendment of the Bylaws (except amendments to Article 2.5),
(v) waiver of notice or other required process for a Board meeting pursuant to Section 1.5.1.5.2.

1.6.3 Constitution and Bylaws Amendments

The initial draft of any proposed amendment to this Constitution or the Bylaws shall be submitted in writing to the Directors or their designees at least four weeks before the Board meeting at which such amendment shall be considered. Revised drafts reflecting material comments received within 14 days shall be sent to the Directors at least 10 days before the meeting. However, motions for further amendments may be considered and adopted by the requisite vote at the meeting.

1.6.7 Effective Date of Amendments

All amendments to the ACC Manual shall become effective on July 1 following their adoption, unless otherwise specified in the proposed amendment or the resolution(s) adopting the proposed amendment.

2.11.3.4 Dissolution Clause

Upon the dissolution of the Conference, the Board shall dispose of all the assets of the organization exclusively for the purpose of the organization. The assets shall be disposed of in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as determined by the Board.

Any assets not disposed of in accordance with the above shall be disposed of by the state court of jurisdiction in which the principal office of the organization is located. The disposal shall be exclusively for such purposes or to such organization or organizations as determined by the court, which must be organized and operated exclusively for the aforementioned charitable, educational, religious, or scientific purposes.

Could look at this from the perspective that a vote to dissolve the ACC conference is NOT a modification of the conference charter and therefore does not require the "Three Fourths" vote, but rather the majority.

 

[RVACane]

Depends if it's required to amend the constitution or Bylaws or not. If it is:

1.6.3 Constitution and Bylaws Amendments

The initial draft of any proposed amendment to this Constitution or the Bylaws shall be submitted in writing to the Directors or their designees at least four weeks before the Board meeting at which such amendment shall be considered. Revised drafts reflecting material comments received within 14 days shall be sent to the Directors at least 10 days before the meeting. However, motions for further amendments may be considered and adopted by the requisite vote at the meeting.

I don’t know that this requires notice on a vote to dissolve as that’s technically not amending the bylaws and constitution is it???

 

[Calinative]

Could look at this from the perspective that a vote to dissolve the ACC conference is NOT a modification of the conference charter and therefore does not require the "Three Fourths" vote, but rather the majority.

Yeah the word "dissolution" only appears in the 2.11.3.4 Dissolution Clause I showed.
Nothing says HOW the conference actually gets dissolved.
But like you say, the absolute 2/3rds and absolute 3/4ths have EXACT circumstances when they are required, thus everything else would only require the majority if a 2/3rd quorum is present...

I'm not a lawyer at all, so not sure what it would take to dissolve a conference given this constitution/bylaws I linked...

 

[Calinative]

I don’t know that this requires notice on a vote to dissolve as that’s technically not amending the bylaws and constitution is it???

no Idea. @Rickd initially said "changes to the constitution" which is why I went with that path of amending the constitution...

More generally It looks like if there is already a meeting with a quorum, as long as majority vote to allow an agenda item, it's allowed as long as it doesn't involve actually changing constitution/bylaws or any of those other things that require absolute 2/3-3/4

1.5.1.5 Meetings of the Board

1.5.1.5.1 Frequency; Notice and Participation

Unless otherwise decided by the Board, the Board shall meet at least three (3) times each year. These meetings generally include one meeting in the fall (the second Tuesday and Wednesday in September), one meeting during the Men’s or Women’s Basketball Conference Championship (alternating annually), and one meeting in May, known as "Regular Meetings." The Chair, responsible for arranging the times and places of each Regular Meeting, shall provide at least ninety (90) days' notice to the Directors. At the beginning of each year, the Chair may provide a single notice for all Regular Meetings for that year, without giving notice for each meeting individually.

Special meetings of the Board may be called at any time by the Chair, the Commissioner, or at least two-thirds (2/3) of the Board. Additionally, any three (3) Directors who serve on the Executive Committee or any three (3) Directors who do not serve on the Executive Committee may call special meetings if they believe any item to be addressed by the Executive Committee should be discussed by the full Board. Special meetings require at least three (3) days' notice, unless waived by three-fourths (3/4) of the Directors. Voting by proxy is not allowed.

Directors may participate and vote in any meeting of the Board through means of communication that enable all participants to hear each other simultaneously. Members attending through such means are considered "present" for quorum and voting purposes. Substitute representation is not permitted unless determined otherwise by the Chair. Voting by a substitute representative is never permitted.

1.5.1.5.6 Agenda

The agenda for each Board meeting shall be prepared by the Commissioner in consultation with the Chair. It shall include all items submitted to the Commissioner by at least three (3) Directors no later than fifteen (15) business days before the meeting. The Commissioner is responsible for distributing the agenda to the Directors at least ten (10) business days before each Regular Meeting and at least two (2) calendar days before each special meeting of the Board.

Additional items, except for Absolute Two-Thirds Matters and Absolute Three-Fourths Matters, may be added to the agenda during the meeting with the approval of the Board, following the guidelines in Section 1.6.2. The Secretary will distribute draft minutes of each Board meeting and copies of all reports submitted during the meetings to the Directors within thirty (30) days after the conclusion of each meeting.

Directors wishing to propose modifications to the draft minutes must submit their proposals in writing to the Secretary within the succeeding thirty (30) day period. The agenda for the next meeting shall include the adoption of the minutes with the approved amendments.

Please note that the formatting may not be exact due to the limitations of text-based communication, but I have ensured the clarity and organization of the information provided.

 

[RVACane]

no Idea. @Rickd initially said "changes to the constitution" which is why I went with that path of amending the constitution...

More generally:
1.5.1.5 Meetings of the Board

1.5.1.5.1 Frequency; Notice and Participation

Unless otherwise decided by the Board, the Board shall meet at least three (3) times each year. These meetings generally include one meeting in the fall (the second Tuesday and Wednesday in September), one meeting during the Men’s or Women’s Basketball Conference Championship (alternating annually), and one meeting in May, known as "Regular Meetings." The Chair, responsible for arranging the times and places of each Regular Meeting, shall provide at least ninety (90) days' notice to the Directors. At the beginning of each year, the Chair may provide a single notice for all Regular Meetings for that year, without giving notice for each meeting individually.

Special meetings of the Board may be called at any time by the Chair, the Commissioner, or at least two-thirds (2/3) of the Board. Additionally, any three (3) Directors who serve on the Executive Committee or any three (3) Directors who do not serve on the Executive Committee may call special meetings if they believe any item to be addressed by the Executive Committee should be discussed by the full Board. Special meetings require at least three (3) days' notice, unless waived by three-fourths (3/4) of the Directors. Voting by proxy is not allowed.

Directors may participate and vote in any meeting of the Board through means of communication that enable all participants to hear each other simultaneously. Members attending through such means are considered "present" for quorum and voting purposes. Substitute representation is not permitted unless determined otherwise by the Chair. Voting by a substitute representative is never permitted.

1.5.1.5.6 Agenda

The agenda for each Board meeting shall be prepared by the Commissioner in consultation with the Chair. It shall include all items submitted to the Commissioner by at least three (3) Directors no later than fifteen (15) business days before the meeting. The Commissioner is responsible for distributing the agenda to the Directors at least ten (10) business days before each Regular Meeting and at least two (2) calendar days before each special meeting of the Board.

Additional items, except for Absolute Two-Thirds Matters and Absolute Three-Fourths Matters, may be added to the agenda during the meeting with the approval of the Board, following the guidelines in Section 1.6.2. The Secretary will distribute draft minutes of each Board meeting and copies of all reports submitted during the meetings to the Directors within thirty (30) days after the conclusion of each meeting.

Directors wishing to propose modifications to the draft minutes must submit their proposals in writing to the Secretary within the succeeding thirty (30) day period. The agenda for the next meeting shall include the adoption of the minutes with the approved amendments.

Please note that the formatting may not be exact due to the limitations of text-based communication, but I have ensured the clarity and organization of the information provided.

Ok they need to submit the agenda advance. So if there are 16 members, they need 12 to show up. Better get Pitt, Louisville & GT spots in the Big 12.