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Replies: 14
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CU Guru [1858]
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Found the ACC's Constitution and Bylaws....
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May 18, 2023, 2:31 PM
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So, I've been bird dogging the web to see if I can locate the league's Constitution and Bylaws. They are not available on the ACC or any official school website (unlike real conferences that post them for all to see). Through a bit of luck, I found a copy of the 2020/21 Const. and Bylaws on a Hokie website. https://virginiatech.sportswar.com/wp-content/uploads/sites/15/2022/08/2020-21-ACC-Manual-2020-9-17-2.pdf It seems legit. This version would be after votes to amend these docs in 2020.
Of note, neither the Bylaws, nor the Constitution speak to dissolution other than a boilerplate Bylaw provision in section 2.11.3.4 which is required language for 501(c)(3) organizations. This provision does not cover any procedural steps to dissolve. The Constitution covers all sorts of voting requirements in section 1.6 (what requires simple majority, 2/3's majority or 3/4's majority), but it is silent as to the required vote for dissolution of the league. (FYI, dissolution provisions are included in almost every competent set of corp/entity docs). Given the document's silence, you usually fall back on state law which only requires a simple majority of members under NC unincorporated non profit association statutes. Therefore, the Magnificent 7 only needs to jump to 8 if we want to take Old Yeller out back behind the barn in Greensboro.
The GOR's is a contract between the conference and the member schools. Dissolving the conference would be quite helpful in blowing up that contract and returning those rights back to the member schools. I would think that the ACC's top 8 schools could find landing spots in the SEC and BIG10 and undoubtedly add to their per capita bottom lines. Those 8 schools would be heads and shoulders above the likes of Miss St, Indiana, etc.
Lastly, without knowing the terms of the contract between the ACC and ESPN, I don't know what snags may be in there, i.e., if the contract actually speaks to dissolution of the ACC and any liquidated damages, etc. However, I like my chances when the counterparty to ESPN in the contract dissolves and no longer exists.
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All-In [27193]
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Re: Found the ACC's Constitution and Bylaws....
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May 18, 2023, 2:44 PM
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I would concur with you up to the point where the ESPN/ACC contract comes into play.
Without seeing the contract, it's hard to know what the outcome would be----I wouldn't automatically assume that N Carolina courts would rule in favor of the ACC members as a counterparty to a suit brought by ESPN for liquidated damages for breach of contract.
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CU Medallion [57202]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 2:48 PM
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Who would ESPN be suing? The ACC? That no longer exists?
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All-In [27193]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 3:03 PM
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Therein lies the problem....since we don't have a copy of the contract, we don't know "whom" they will go after for liquidated damages in case of a breach. Without knowing that, it's risky to assume that the schools will somehow be indemnified if the ACC is dissolved.
Knowing a little bit about media rights, and how ESPN operates, it's a certainty that there is a clause in the contract about who/whom is ultimately liable in case of a breach.
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CU Guru [1858]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 3:35 PM
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Per speculation on my part with any problematic terms in the ESPN K. Regardless, happy to know that dissolution is only a simple majority vote vs. 2/3 or 3/4. That’s a big hurdle eliminated.
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Legend [17918]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 3:52 PM
[ in reply to Re: Found the ACC's Constitution and Bylaws.... ] |
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Isn't there always a risk of doing business with an entity that could, even unforeseeably, one day no longer be in business? Why would that entity no longer in business be responsible?
Two old guys start a business. becomes very lucrative and is a staple for other businesses. Old guys retie and no one in family wants to carry on. No one outside wants to pay what it would take to own the business. Can the two old guys be sued because the other businesses were dependent upon them?
I'm no lawyer, which is evident I'm sure. But, it just seems if you are in business, even in a contract, things can happen which just end the contract.
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CU Guru [1025]
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Re: Found the ACC's Constitution and Bylaws....
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May 18, 2023, 5:40 PM
[ in reply to Re: Found the ACC's Constitution and Bylaws.... ] |
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They’d still own the broadcast rights to ACC games, there just wouldn’t be any. Oopsie.
I actually know nothing of the sort, but the standard of factuality has gone through the floor, so I can make stuff up as well as the next expert.
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All-In [25816]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 6:43 PM
[ in reply to Re: Found the ACC's Constitution and Bylaws.... ] |
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If ESPN is going to go to streaming service only, and not as a cable or satellite provided service as was the delivery method when contract was signed, that should void the contract with ESPN.
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Orange Blooded [3829]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 7:03 PM
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They’ll still be on cable. They’ll just command lesser fees from the providers because consumers will be able to bypass them now.
I’m not a lawyer, but I know enough to know ESPN lawyers aren’t that stupid.
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All-In [25816]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 8:08 PM
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How will they still be on cable when streaming is over the internet? Cable is not wireless and is not streaming. I can't watch ESPN streaming on cable. What am I missing?
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Orange Blooded [3829]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 8:41 PM
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Multiple options. They’ll be on Xfinity, Comcast, DirecTV, Dish, YouTubeTV, etc.
But if you choose not to pay for one of those, you’ll be able to stream on the ESPN app by paying ESPN directly and bypassing the legacy providers mentioned above.
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All-In [25816]
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Re: Found the ACC's Constitution and Bylaws....
May 19, 2023, 10:24 AM
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You will have to subscribe to their service or a streaming service carring ESPN streaming. No subscription, no watchie. Therefore, it is no longer a cable tv channel. Therefore, it is not what the original contract covered for broadcast to viewers.
How do you get streaming on your TV?
How can I get streaming on my TV? To get streaming on your TV you first need to subscribe to a streaming service in order to access video content. Once you're subscribed, you can download the streaming app on your TV and will be able to access all the TV shows and movies offered with your subscription.
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110%er [6173]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 8:50 PM
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I think ESPN would only be upset if Clemson and FSU and Miami go to the BIG. If they go to the SEC then ESPN won’t be missing a thing. Doubt they care if the dregs of the conference occupy a third rate channel for the next 12 years. They would probably just assume shut it down.
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Orange Blooded [3829]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 8:57 PM
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Except they would be paying more for the Clemson and FSU content they already have locked up at a bargain basement price for 13 more years.
But this is a multi variable equation. Because seeing Clemson vs. Florida, for example would be more valuable than Clemson vs. BC.
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CU Guru [1299]
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Re: Found the ACC's Constitution and Bylaws....
May 18, 2023, 9:02 PM
[ in reply to Re: Found the ACC's Constitution and Bylaws.... ] |
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Even though it maybe bad content it’s still content ….. and at the John swofford discount price. ESPN is just doing a cost benefit analysis…. If Clemson and FSU SEC doesn’t add value for ESPN v. Keeping ACC this could be tough at least very expensive for those wanting out.
We are doing same cost benefit analysis. What is cost of staying with ACC v. Trying to blow it up.
Accountants and lawyers are very busy
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