Alana Madden

(CN) — Washington State University and Oregon State University sued the Pac-12 Conference along with its commissioner George Kliavkoff on Friday to prevent 10 departing schools from dissolving what’s left of the conference.

The complaint, filed in Washington state's Whitman County Superior Court, accuses the Pac-12 Conference of violating its bylaws by scheduling an upcoming board meeting that would allow departing schools to vote on matters involving the conference's future.

Washington State and Oregon State remain the only two schools in the Pac-12. Friday's filing seeks a temporary restraining order and a confirmation of the conference’s governing structure along with access to the conference’s business information and protection over its assets so the schools may preserve the conference, according to their statement.

“We owe it to our student-athletes, coaches, and fans to do everything in our power to protect the Pac-12 Conference and explore all future options,” said plaintiff Kirk Schulz, Washington State president and chair of the Pac-12 board of directors, in a statement. “WSU and OSU are working in lockstep to identify the best path forward. The future of the Pac-12 must be determined by the remaining members, not by those who are leaving.

The mass departure from the conference began in 2022, when the University of Southern California and the University of California, Los Angeles, announced their intent to leave in 2024 for the Big Ten — another collegiate conference that operates under the National Collegiate Athletic Association alongside the Big 12 Conference, Atlantic Coast Conference and the Southeastern Conference to comprise the “Power Five.”

The announcement, the schools contend, violated the conference’s constitution and bylaws prohibiting members from delivering notice of withdrawal between July 24, 2011, and Aug. 1, 2024.

“This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission,” the schools say in their complaint.

In 2022, each “Power Five” conference reported payments between $35 and $65 million for each collegiate member. Under the departing schools’ new contract with the Big Ten, however, they will collect an equal share of the Big 10’s revenue upwards of $100 million for each school — leaving the remaining 10 schools in the Pac-12 to lose an anticipated $13 million annually in media rights.

Within a year of the two members’ announcement, eight other schools declared their intent to leave for competing conferences in 2024, including the University of Boulder, Colorado, University of Oregon, University of Washington, University of Utah, University of California, Berkley, Stanford University and Arizona State University.

But that’s not all.

Conference rules dictate that if members leave during or before August 2024, member representatives forfeit their membership within the Pac-12 board of directors and their ability to vote. That’s because a member who leaves for a competing conference “cannot be expected to make decisions in the best interest of the Pac-12,” according to the complaint, which later describes why departing schools have a financial incentive to dissolve the Pac-12 before departure.

Should the Pac-12 dissolve before 2024, the plaintiffs say each member would receive an even distribution of its remaining assets and property totaling hundreds of millions of dollars in addition to its equity value of the Pac-12’s sports media company, Pac-12 Networks.

All of this is what led up to the real issue on Aug. 29, 2023, when the Pac-12 commissioner called Schultz requesting that he initiate a board meeting to discuss “departing members, proposed amendments to the bylaws, a proposed conflicts of interest plan for Pac-12 members and an employee compensation and retention plan for the commissioner and other employees of the Pac-12.”

Schultz refused, given that departing members no longer served on the board, prompting Kliavkoff to call a “meeting of all CEOs” instead. But while Kliavkoff’s careful language mitigated legal provisions, his assistant would later follow up with conference presidents to schedule a Pac-12 board meeting on Sept. 11, 2023.

Upon confirmation that it was indeed a board meeting that included non-eligible members, plaintiffs Schultz and Oregon State president Jayathi Murthy joined the remaining eligible Pac-12 board members in demanding that the commissioner cancel the meeting and uphold the conference’s constitution.

The letter, dated Sept. 6, received a response the same day from an unknown representative of a departing school threatening that they and other departing members were ready to take immediate action to seize control of the Pac-12.

“It seems obvious that any nine members can declare the fate of the conference at any time,” the representative wrote, according to the complaint.

The plaintiffs say the conference’s actions have left them with no other choice but to file the complaint to prevent the conference from allowing departing members to unlawfully govern the Pac-12 and “inflict irreparable damage to WSU, OSU and the conference.”

“As the two remaining member institutions of the Pac-12, we are stepping forward with urgency to safeguard the integrity of the conference and preserve its legacy on behalf of student-athletes, fans and the conference itself,” Murthy said in a statement. “We’ve heard the voices of constituents at home and from across the West about how much the Pac-12 and our regional rivalries mean to them. We are linking arms and fighting on their behalf.”

General counsel for the Pac-12 did not immediately respond for comment.