Pac-12 Conference

“-from september 11, 2023 through november 13, 2023, unanimous approval of all twelve presidents was required to take any official action outside the normal course. -from november 14, 2023 through march 24, 2024, only oregon state and washington state were voting board members. -from march 25, 2024 through august 1, 2024 the pac-12 handled voting as follows: i. Board composition - osu/wsu presidents were the sole voting directors on the board and, except as provided below related to special actions on or prior to august 1, 2024, osu/wsu are the only members with any right to vote on any matter before the board. The departing members shall cease to be members at the close of business august 1, 2024, and their respective presidents or chancellors' rights hereunder shall expire at such time. A. Special actions. Approval of any of the following conference actions proposed to be taken on or before august 1, 2024, shall require board approval by osu/wsu as well as ratification by seven out of the twelve (7/12) schools. 1) any decision that causes a material deviation from the pac-12's 3/6/24 budget forecast, or any subsequent budgets approved under this provision with respect to the pac-12's 3/6/24 budget forecast. A material deviation is any deviation reasonably likely to result in increased conference costs or expenses or reduced conference revenue, in each case in an amount greater than two percent (2%). 2) any decision that (x) materially reduces the fiscal year 2024 distributions to any of the departing members, (y) delays payment of any such distribution after its applicable month, or (z) changes the percentage of any such distribution. A material reduction of fiscal year 2024 distributions is any reduction or series of reductions that reduces fiscal year 2024 distributions by more than one and one-quarter percent (1.25%) as compared to the projected fiscal year 2024 distributions identified in the pac-12's 3/6/24 budget forecast. 3) any decision that impacts the litigation liabilities of any of the departing members related to broadcast/liabilities. 4) any amendment or alteration of the rules and governance of conference athletic competition that would apply prior to august 1, 2024. 5) any changes to the bylaws or executive regulations that would apply prior to august 1, 2024. 6) any decision to assess any action, penalty or other consequence, financial or otherwise, against any departing member relating to its intention to join another power five conference in the future. Ii. Departing members board participation. Except as provided in (a) below, until and including august 1, 2024, the president or chancellor of each of the departing members will receive notice of board meetings as required to be given to members of the board pursuant to the bylaws, will be permitted to attend all board meetings, and will be provided the same material provided to the remaining members in respect of each meeting. A. Osu/wsu are free to approve conference actions to (a) admit new conference members for academic year 2024-25 and any subsequent year and (b) enter into contractual arrangements for fiscal year 2025 and any subsequent year without consent from or notice to the departing members, so long as any such contractual arrangement or agreement does not impose any liabilities on the departing members or otherwise require action as outlined above. B. The conference shall provide the departing members with prompt notice of any action taken by the board (whether at a meeting or by written or electronic vote) that does not require qualify as a special action.”

“The member schools, which are the supported organizations, are the members.”

“The members have the power to elect one representative to the governing body, which will either be the president or chancellor role at each member organization.”

“The 990 is reviewed by the board finance committee and distributed to all board members before filing.”

“Board of directors are required to disclose any conflicts of interest to the other members of the board.”

“The board of directors established the amount of compensation for the chief executive officer. The process included review and approval by independent persons, comparability data, and contemporaneous substantiation of the decision and was performed at the initiation of the contract. The chief executive officer established the compensation for other officers and key employees.”

“The conference bylaws are included in the member handbook which is posted online. The organization does not make financial statements available for public disclosure. The conflict of interest policy is not made available to the public.”

“Pac-12 conference reduced scope of services to meet obligations and objectives associated with the realignment of the conference. A scope of services plan was established to prioritize contractual obligations, supporting the student-athlete experience, and to support our staff's ability to deliver on those objectives.”

“Pac-12 conference became aware that the financial statements were misstated because of (1) comcast subscriber overpayments, and (2) distributor rebate matters. The june 30, 2024 tax filing is reporting a prior period adjustment to correct the misstatements. The pac-12 conference consolidated financial statements have been restated to correct these errors as well.”