IRVING, TX – The Big 12 Board of Directors announced the conclusion of its Baylor University Verification Process and unanimously accepted and adopted the independent verification report regarding Baylor’s return to compliance with Big 12 Conference Bylaws.
As stated in the Verification Report, ”The Verification Team is of the opinion that Baylor has in all material respects structurally completed and practically implemented the (105 Pepper Hamilton) Recommendations as of the date hereof. Whether the recommendations that require future action or are aspirational in nature will continue to be implemented in a sustainable manner will only be verifiable over time.”
To date, the Big 12 Conference has withheld $14,255,000 from Baylor’s revenue distribution. From the amount currently withheld, Baylor will immediately reimburse the Conference for its legal costs associated with the Verification - currently $1,651,000. The approximately $12.6 million remaining will be invested for the next 48 months. Net earnings realized on the investments will be distributed in equal portions to the 10 members of the Conference on an annual basis and will be used in funding campus-wide and athletics prevention efforts focused on sexual and gender-based harassment and violence, intimate partner violence, and stalking, including, but not limited to, programming addressing healthy relationships, LGBTQ+ discrimination, and bystander awareness. At the end of the 48-month period the Board will determine the amount to be returned to Baylor minus a $2,000,000 fine for reputational damage to the Conference and its members. The Board action immediately returns Baylor to full participation in future Conference revenue distributions.
“On behalf of the entire Board of Directors, I want to thank Baylor president Linda Livingstone, athletics director Mack Rhoades, and their staffs for their cooperation during this Verification Process,” said Big 12 Board of Directors chairman, and West Virginia University president Gordon Gee. “We are in full support of Baylor leadership and have confidence they are moving the university forward from this chapter”
The Big 12 Board of Directors is comprised of the 10 university presidents/chancellors representing the Conference’s member institutions. As an interested party, Baylor president Linda Livingstone did not participate in the vote.
Full text of the “Report on Verification of Implementation of the 105 Pepper Hamilton Recommendations by Baylor University” is available via the following link: Verification Report.
The full scope of Board actions on this matter are contained in:
RESOLUTIONS FOR
ACCEPTANCE OF BAYLOR VERIFICATION REPORT
October 29, 2018
WHEREAS, pursuant to the Resolutions adopted by the Board of Directors (the “Board”) of The Big 12 Conference, Inc. (the “Conference”) on February 3, 2017 (the “Resolutions”),[1] the Board has received a report from the Oversight Committee (the “Oversight Committee”) appointed pursuant to the Resolutions recommending that the Board accept and adopt the Report (the “Report”) on the Verification Review, which Report was received by the Oversight Committee from outside counsel (i) independent of Baylor University (“Baylor”) and (ii) who conducted the Verification Review pursuant to and in accordance with the mandate of the Resolutions; and
WHEREAS, the Board desires to accept and adopt the report and recommendation from the Oversight Committee as summarized herein and to accept and adopt the Report and the legal advice contained therein as presented on the terms and conditions set forth herein, as authorized by the Resolutions and the Bylaws of the Conference (the “Bylaws”).
NOW, THEREFORE, by unanimous vote of all Disinterested Directors (as defined in the Bylaws), the Board hereby adopts the following resolutions:
RESOLVED, that subject to the terms and conditions stated below, the Board hereby accepts and adopts the report and recommendation from the Oversight Committee and accepts and adopts the Report and the legal advice contained therein, and as a result determines that Baylor is not at this time in violation of Section 1.3.2 of the Bylaws;
RESOLVED FURTHER, that as a result of the foregoing determination, the Board determines that the Term of the Sanctions is hereby ended and therefore directs the Conference to terminate the withholding of any additional amounts distributable by the Conference to Baylor after the date hereof, as was authorized by Section 3.6 of the Bylaws and the terms of the Resolutions;
RESOLVED FURTHER, that pursuant to the Resolutions, the Conference is hereby authorized and directed to pay from the Withheld Payments the amount of all Costs paid to date (with any additional Costs incurred prior to or after the date hereof related to or resulting from the Verification Review to be withheld from future Conference distributions to Baylor), and that the Conference is hereby authorized and directed to retain the amount of the Withheld Payments less the Costs (the “Retained Balance”) for distribution in accordance with the following resolutions;
RESOLVED FURTHER, that the Conference is hereby authorized and directed to invest the Retained Balance in money market, or government securities or other similar investment vehicles selected by the Conference in its reasonable judgment (the “Investments”) for so long as the Retained Balance is held by the Conference, with the net earnings realized on the Investments to be distributed in equal portions to the 10 members of the Conference on an annual basis to be used in funding campus-wide and athletics prevention efforts focused on sexual and gender-based harassment and violence, intimate partner violence, and stalking, including, but not limited to, programming addressing healthy relationships, LGBTQ+ discrimination, and bystander awareness. Each institution shall be required to provide an annual report detailing how the funds were deployed and the impact of the programming;
RESOLVED FURTHER, that pursuant to a meeting of the Board of Directors of the Conference on or following the date that is 48 months after the date of these Resolutions, the Conference is hereby authorized and directed to deduct a fine of $2,000,000 from the Retained Balance (which amount shall be distributed in equal portions to the members of the Conference other than Baylor in the manner determined by the Board) and by the affirmative vote of a Supermajority of the Disinterested Directors, the Board shall then determine the disposition of the remainder of the Retained Balance;
RESOLVED FURTHER, that notwithstanding the foregoing, the Board retains full discretion to modify the foregoing in any manner that it deems fair and reasonable to the Conference and its members taken as a whole, and reserves all rights to re-impose the Sanctions or to impose other or additional sanctions in the future for any reasons related or unrelated to the matters covered in the Recommendations or the Report or otherwise, pursuant to Section 3.6 of the Bylaws; and
RESOLVED FURTHER, that the Commissioner of the Conference is hereby authorized and directed to make the Report available to the public and to make any determinations and take or not take any actions that he in his sole discretion deems are reasonably necessary and appropriate to implement the foregoing resolutions.
[1] All capitalized terms used herein without separate parenthetical definition shall have the meaning given to them in the Resolutions.
As stated in the Verification Report, ”The Verification Team is of the opinion that Baylor has in all material respects structurally completed and practically implemented the (105 Pepper Hamilton) Recommendations as of the date hereof. Whether the recommendations that require future action or are aspirational in nature will continue to be implemented in a sustainable manner will only be verifiable over time.”
To date, the Big 12 Conference has withheld $14,255,000 from Baylor’s revenue distribution. From the amount currently withheld, Baylor will immediately reimburse the Conference for its legal costs associated with the Verification - currently $1,651,000. The approximately $12.6 million remaining will be invested for the next 48 months. Net earnings realized on the investments will be distributed in equal portions to the 10 members of the Conference on an annual basis and will be used in funding campus-wide and athletics prevention efforts focused on sexual and gender-based harassment and violence, intimate partner violence, and stalking, including, but not limited to, programming addressing healthy relationships, LGBTQ+ discrimination, and bystander awareness. At the end of the 48-month period the Board will determine the amount to be returned to Baylor minus a $2,000,000 fine for reputational damage to the Conference and its members. The Board action immediately returns Baylor to full participation in future Conference revenue distributions.
“On behalf of the entire Board of Directors, I want to thank Baylor president Linda Livingstone, athletics director Mack Rhoades, and their staffs for their cooperation during this Verification Process,” said Big 12 Board of Directors chairman, and West Virginia University president Gordon Gee. “We are in full support of Baylor leadership and have confidence they are moving the university forward from this chapter”
The Big 12 Board of Directors is comprised of the 10 university presidents/chancellors representing the Conference’s member institutions. As an interested party, Baylor president Linda Livingstone did not participate in the vote.
Full text of the “Report on Verification of Implementation of the 105 Pepper Hamilton Recommendations by Baylor University” is available via the following link: Verification Report.
The full scope of Board actions on this matter are contained in:
RESOLUTIONS FOR
ACCEPTANCE OF BAYLOR VERIFICATION REPORT
October 29, 2018
WHEREAS, pursuant to the Resolutions adopted by the Board of Directors (the “Board”) of The Big 12 Conference, Inc. (the “Conference”) on February 3, 2017 (the “Resolutions”),[1] the Board has received a report from the Oversight Committee (the “Oversight Committee”) appointed pursuant to the Resolutions recommending that the Board accept and adopt the Report (the “Report”) on the Verification Review, which Report was received by the Oversight Committee from outside counsel (i) independent of Baylor University (“Baylor”) and (ii) who conducted the Verification Review pursuant to and in accordance with the mandate of the Resolutions; and
WHEREAS, the Board desires to accept and adopt the report and recommendation from the Oversight Committee as summarized herein and to accept and adopt the Report and the legal advice contained therein as presented on the terms and conditions set forth herein, as authorized by the Resolutions and the Bylaws of the Conference (the “Bylaws”).
NOW, THEREFORE, by unanimous vote of all Disinterested Directors (as defined in the Bylaws), the Board hereby adopts the following resolutions:
RESOLVED, that subject to the terms and conditions stated below, the Board hereby accepts and adopts the report and recommendation from the Oversight Committee and accepts and adopts the Report and the legal advice contained therein, and as a result determines that Baylor is not at this time in violation of Section 1.3.2 of the Bylaws;
RESOLVED FURTHER, that as a result of the foregoing determination, the Board determines that the Term of the Sanctions is hereby ended and therefore directs the Conference to terminate the withholding of any additional amounts distributable by the Conference to Baylor after the date hereof, as was authorized by Section 3.6 of the Bylaws and the terms of the Resolutions;
RESOLVED FURTHER, that pursuant to the Resolutions, the Conference is hereby authorized and directed to pay from the Withheld Payments the amount of all Costs paid to date (with any additional Costs incurred prior to or after the date hereof related to or resulting from the Verification Review to be withheld from future Conference distributions to Baylor), and that the Conference is hereby authorized and directed to retain the amount of the Withheld Payments less the Costs (the “Retained Balance”) for distribution in accordance with the following resolutions;
RESOLVED FURTHER, that the Conference is hereby authorized and directed to invest the Retained Balance in money market, or government securities or other similar investment vehicles selected by the Conference in its reasonable judgment (the “Investments”) for so long as the Retained Balance is held by the Conference, with the net earnings realized on the Investments to be distributed in equal portions to the 10 members of the Conference on an annual basis to be used in funding campus-wide and athletics prevention efforts focused on sexual and gender-based harassment and violence, intimate partner violence, and stalking, including, but not limited to, programming addressing healthy relationships, LGBTQ+ discrimination, and bystander awareness. Each institution shall be required to provide an annual report detailing how the funds were deployed and the impact of the programming;
RESOLVED FURTHER, that pursuant to a meeting of the Board of Directors of the Conference on or following the date that is 48 months after the date of these Resolutions, the Conference is hereby authorized and directed to deduct a fine of $2,000,000 from the Retained Balance (which amount shall be distributed in equal portions to the members of the Conference other than Baylor in the manner determined by the Board) and by the affirmative vote of a Supermajority of the Disinterested Directors, the Board shall then determine the disposition of the remainder of the Retained Balance;
RESOLVED FURTHER, that notwithstanding the foregoing, the Board retains full discretion to modify the foregoing in any manner that it deems fair and reasonable to the Conference and its members taken as a whole, and reserves all rights to re-impose the Sanctions or to impose other or additional sanctions in the future for any reasons related or unrelated to the matters covered in the Recommendations or the Report or otherwise, pursuant to Section 3.6 of the Bylaws; and
RESOLVED FURTHER, that the Commissioner of the Conference is hereby authorized and directed to make the Report available to the public and to make any determinations and take or not take any actions that he in his sole discretion deems are reasonably necessary and appropriate to implement the foregoing resolutions.
[1] All capitalized terms used herein without separate parenthetical definition shall have the meaning given to them in the Resolutions.
