Filing # 192127294 E-Filed 02/16/2024 12:40:50 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT

IN AND FOR LEON COUNTY, FLORIDA

FLORIDA STATE UNIVERSITY

BOARD OF TRUSTEES,

Plaintiff,

v. CASE NO.: 2023-CA-2860

ATLANTIC COAST CONFERENCE,

Defendant.
___________________________________/

ATLANTIC COAST CONFERENCE’S MOTION TO DISMISS

OR, ALTERNATIVELY, TO STAY

I. RELEVANT BACKGROUND AND PROCEDURAL HISTORY

Florida State University (Florida State or FSU) joined the Atlantic Coast Conference

(ACC or the Conference)—a North Carolina unincorporated nonprofit association with its

headquarters and principal place of business in North Carolina—on July 1, 1991. See Am.

Compl. ¶¶ 2, 9; Ex. 1, ACC Manual 2023-24 (Constitution and Bylaws).1 The ACC is managed

by leaders from its member institutions, including FSU’s President, who has actively governed

as a member of the ACC’s Board of Directors (previously the “Council of Presidents”) from the

day FSU joined the Conference through today.

On July 8, 2010, the ACC entered a Multi-Media Agreement with ESPN, Inc. and ESPN

Enterprises, Inc. (collectively ESPN), which has since been amended, and through which the

1. The ACC Manual, excerpts of which are attached as Exhibit 1, includes the ACC’s
Constitution and Bylaws; the Court may consider these contracts because (1) the Court may
consider evidence outside the four corners of the complaint when the motion to dismiss
challenges personal jurisdiction and improper venue, Steiner Transocean Ltd. v. Efremova, 109
So. 3d 871, 873 (Fla. 3d DCA 2013); and (2) Florida State’s amended complaint incorporates
these contracts by reference, Von Dyck v. Gavin, 350 So. 3d 842, 845 (Fla. 1st DCA 2022).

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ACC has collected and distributed substantial revenue to ACC member institutions to support

their athletic programs; FSU has received and will receive hundreds of millions of dollars. See

Am. Compl. ¶ 131.

On April 22, 2013, FSU and the other ACC member institutions entered a Grant of

Rights Agreement (the “Grant of Rights”), attached as Exhibit 2. See Am. Compl. ¶¶ 88-90.2

By entering this contract, FSU and the other ACC member institutions irrevocably transferred

the exclusive media rights to all “home” games to the ACC for a term, in exchange for the

benefit of a collective media rights agreement with ESPN. Grant of Rights at 2-3. The

agreement was signed first by all member institutions, with the last act of formation being

signature by ACC Commissioner John D. Swofford in Greensboro, North Carolina. Id. at 5-20.

FSU and the other ACC member institutions also entered an Amended Grant of Rights

Agreement, attached as Exhibit 3, finalized when Mr. Swofford signed it on July 18, 2016, in

Greensboro, North Carolina. Am. Grant of Rights at 3. This amendment extended the term to

2036. Id. at 1.

More recently, members of FSU’s Board of Trustees have criticized the Conference due

to apparent dissatisfaction with the amount of money flowing to FSU under the ACC’s contracts

with ESPN, in contrast with revenue that FSU speculates it would receive if it withdrew from the

ACC, revoked its irrevocable Grant of Rights, and joined another conference.

On December 21, 2023, FSU’s dissatisfaction culminated in it announcing an

“emergency” meeting of its Board of Trustees for the next day, at which it would vote to

authorize its lawsuit against the ACC. By that day, FSU had also leaked a copy of the complaint

2. As with the ACC’s Constitution and Bylaws (see Ex. 1), because FSU’s amended
complaint relies on and incorporates the Grant of Rights and the amendment to the same, the
Court may consider them for this motion.

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it intended to file against the ACC. See https://www.documentcloud.org/documents/24235585-

final-complait-12212023.

On that day, December 21, 2023, the ACC acted to protect itself and its other members

by suing FSU’s Board of Trustees in North Carolina state court. Specifically, the ACC sought a

declaratory judgment that the Grant of Rights and Amended Grant of Rights are valid and

enforceable contracts and further sought the application of waiver and estoppel to any challenge

to the Grant of Rights, as amended. The parties have stipulated that the ACC properly served its

complaint on FSU’s Board of Trustees on December 22, 2023. See Ex. 4 (North Carolina

Stipulation).

Also on December 22, 2023, twenty-nine minutes after being served with the ACC’s

complaint in the North Carolina action, FSU filed this action seeking a declaratory judgment as

to the validity of the Grant of Rights and Amended Grant of Rights—the same dispute that the

ACC had already raised in North Carolina. The parties have stipulated that FSU’s Board of

Trustees properly served its complaint on the ACC on December 28, 2023, six days after FSU’s

Board of Trustees was served with the North Carolina action. See Ex. 5 (Florida Stipulation).

Since then, the parties have both amended their complaints in each action, with Florida State

amending last.

Most recently, the parties substantively engaged first on the field in North Carolina,

exchanging briefs on the merits of Florida State’s contractual confidentiality obligations in the

context of a Motion to Seal. And that is as it should be. Florida State chose to join the ACC, a

North Carolina unincorporated nonprofit association, and entered and specifically voted in favor

of the contracts it now challenges, all of which are governed by North Carolina law.

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 In this filing, the ACC first moves to dismiss FSU’s lawsuit—because that is necessary to

preserve issues such as this Court’s lack of venue and personal jurisdiction, as well as

substantive arguments. See infra Section II. The ACC then argues why the North Carolina

action has priority over this action, such that Florida law requires the stay of this action pending

disposition of the North Carolina case. See infra Section III. In practice, if the Court agrees with

the ACC’s arguments in Section III and enters a stay, it should postpone consideration of all

dismissal issues raised in Section II below: those issues would be reached only if the matter is

not fully resolved in the North Carolina action or during the pendency of the stay.3

II. MOTION TO DISMISS

This Court should dismiss Florida State’s amended complaint for four reasons. First,

Florida State has not pleaded a legally cognizable theory for establishing that this Court has

personal jurisdiction over the ACC. See Fla. R. Civ. P. 1.140(b)(2). Second, venue is not proper

in this Court. See Fla. R. Civ. P. 1.140(b)(3). Third, Florida State’s “penalty” claim challenging

its contracts with the ACC is not ripe because Florida State does not allege that it has withdrawn

from the Conference, that it will withdraw from the Conference, or that it intends to withdraw

from the Conference; it seeks an impermissible advisory opinion on whether these agreements

are a penalty on its theory that if it can receive a favorable opinion, then its Board of Trustees

might vote to withdraw at some point in the future. Cf. Guttenberg v. Smith & Wesson Corp.,

357 So. 3d 690, 697 (Fla. 4th DCA 2023) (affirming dismissal of complaint that sought a

declaration “on whether . . . potential tort claims, if filed, would constitute a violation of the

3. To facilitate the Court’s analysis of its alternative motion to stay, the ACC is
contemporaneously filing a request for judicial notice under sections 90.202(6), (12), Florida
Statutes (2023), requesting that this Court take judicial notice of the North Carolina docket and
pertinent North Carolina filings. Florida State quotes the North Carolina filings liberally
throughout its amended complaint.

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statute and subject [the plaintiffs] to liability” as improperly seeking an advisory opinion).

Fourth, not one of Florida State’s seven counts states a cause of action. See Fla. R. Civ. P.

1.140(b)(6). In addition to these four grounds for total dismissal, FSU’s amended complaint

establishes—on its face—three affirmative defenses that doom several of its claims. See Pac.

Ins. Co. v. Botelho, 891 So. 2d 587, 590 (Fla. 3d DCA 2004) (explaining that dismissal based on

an affirmative defense is proper if “the face of the complaint demonstrates the defense”).

A. THIS COURT LACKS PERSONAL JURISDICTION OVER THE ACC.

The Court should dismiss the amended complaint under rule 1.140(b)(2) because it fails

to allege any cognizable basis for personal jurisdiction against the ACC. Florida State is legally

required to plead personal jurisdiction, a burden it may satisfy by either (1) pleading the

language of the applicable provisions of the long-arm statute or (2) pleading facts sufficient to

show that personal jurisdiction exists under the long-arm statute. See Venetian Salami Co. v.

Parthenais, 554 So. 2d 499, 502 (Fla. 1989) (explaining the plaintiff’s burden to plead

jurisdiction over a nonresident defendant “in the language of the [long-arm] statute,” section

48.193, Florida Statutes, before the burden shifts to the defendant “to file affidavits” contesting

personal jurisdiction); see also Lacy v. BP, PLC, No. 11-Civ-21855-COOKE, 2016 WL

6775208, at *3-4 (S.D. Fla. Nov. 16, 2016) (“The plaintiff must meet an initial burden of

pleading a basis for long-arm jurisdiction. See Venetian Salami, 554 So. 2d at 502. Only if the

plaintiff has done so must a defendant challenge the plaintiff’s jurisdictional allegations with

supporting evidence, in which case the burden shifts back to the plaintiff to prove the basis by

which jurisdiction may be obtained.”). Fumbling the jurisdictional ball, Florida State has not

tried to do either.

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 Instead, Florida State alleges that “[b]ecause the ACC is a citizen of every jurisdiction in

which its members are citizens, and two ACC members are Florida citizens, the Court has

personal jurisdiction over it.” Am. Compl. ¶ 4. Florida State does not cite any provision of the

long-arm statute supporting that claim, and for good reason: none exists. No provision of the

long-arm statute says that an unincorporated nonprofit association is a citizen of every

jurisdiction where it has a member. See § 48.193, Fla. Stat. Nor does the statute base personal

jurisdiction on some concept of “citizenship” as distinguished from the relevant contacts between

the defendant and Florida related to the matter in suit. See id. To the contrary, section

48.193(1)(a) expressly applies “whether or not” the entity is “a citizen or resident of this state.”

Even so, Florida State attempts to morph the federal diversity jurisdiction statute—which

grants federal courts subject matter jurisdiction, not personal jurisdiction, in matters involving

“citizens” of different states, see 28 U.S.C. § 1332—into a basis for personal jurisdiction under

Florida’s long-arm statute. That is wrong: As courts uniformly recognize, whether an entity is a

“citizen” of a state for purposes of subject matter jurisdiction under the federal diversity statute is

an entirely different question from whether a state may exercise personal jurisdiction over that

entity. See Lacy, 2016 WL 6775208, at *3-4 (addressing diversity of citizenship for federal

subject matter jurisdiction separately from the “two-part analysis” required by Florida law for

“[d]etermining whether the Court can exercise personal jurisdiction over a nonresident

defendant”); see also See Lurie v. 8182 Maryland Assocs., 938 P.2d 676, 679 (Mont. 1997)

(diversity jurisdiction in a suit by or against an artificial entity depends on the citizenship of all

the members “is not controlling outside the context of determining federal diversity jurisdiction”

and is insufficient to meet the state-law showing for general jurisdiction or to establish minimum

contacts); Ticketmaster-Indiana v. Cavaliers Operating Co. LLC, No. CV 07-4620 ABC (JCX),

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2008 WL 11383269, at *7 n.6 (C.D. Cal. Jan. 11, 2008) (“Ticketmaster’s frustration that the

Cavaliers could be considered a citizen of California for diversity purposes, yet not be subject to

personal jurisdiction in California, is understandable, but the analysis is not the same. That one

California resident is a member of an LLC . . . may defeat diversity, but in itself does not signify

that the Cavaliers Operating Company LLC has sufficient contacts with California to be subject

to jurisdiction here.”).

Because Florida State (1) stakes its personal jurisdiction allegation solely on federal

diversity jurisdiction law irrelevant to personal jurisdiction, (2) admits that the ACC “is a North

Carolina unincorporated nonprofit association with its principal place of business in Charlotte,

North Carolina,” Am. Compl. ¶ 2, and (3) has not even attempted to plead jurisdiction over the

ACC as required by Florida law, Florida State’s amended complaint is legally insufficient to

establish that this Court has personal jurisdiction over the ACC. See Venetian Salami, 554 So.

2d at 502. The Court should therefore dismiss it.

B. VENUE IS NOT PROPER HERE.

The Court should dismiss the amended complaint under rule 1.140(b)(3) because Florida

State’s venue allegation is likewise insufficient to establish venue is proper in this Court. Florida

State says only, “Venue is proper pursuant to section 47.011, Florida Statutes.” Am. Compl. ¶ 5.

But section 47.011 expressly says it “shall not apply to actions against nonresidents.” This is

dispositive, as Florida State’s amended complaint (correctly) establishes that the defendant—the

ACC—is a resident of North Carolina. See Am. Compl. ¶ 2. That Florida State—the plaintiff—

is a Florida resident has zero statutory significance. And as before, federal diversity of

citizenship principles are inapplicable to pleading a statutory basis for venue. Indeed, “[v]enue is

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not the same as jurisdiction, and the two must not be confounded.” Cousins Mortg. & Equity

Invs. v. Florida First Nat’l Bank at Pensacola, 324 So. 2d 139, 141 (Fla. 1st DCA 1976).

Moreover, even if this were a case involving a Florida-resident defendant to which

section 47.011 could apply (which it is not), Florida State’s venue allegation still would fail.

Although “[t]he plaintiff has the option of venue selection [under section 47.011] so long as that

selection is one of the statutory alternatives . . . . the plaintiff must allege in the complaint a

sufficient basis for the selected venue.” Nicholas v. Ross, 721 So. 2d 1241, 1242 (Fla. 4th DCA

1998). Defendants are not required to guess the basis of the plaintiff’s venue allegation any

more than courts are permitted to “insert[] an essential allegation . . . by inference.” Walker v.

Walker, 254 So. 2d 832, 833-34 (Fla. 1st DCA 1971) (“The degree of certainty required in a

pleading is that the pleader must set forth the facts in such a manner as to reasonably inform his

adversary of what is proposed to be proved in order to provide the latter with a fair opportunity

to meet it and prepare his evidence.”). Florida State alleges no facts in support of its bare-bones

venue allegation.

Fundamentally, because Florida State relies on a venue statute that cannot apply to the

ACC, and because Florida State fails to allege any act in Leon County that could give rise to

venue, venue is not proper in this Court, and this Court should dismiss. See Fla. R. Civ. P.

1.140(b)(3).

C. FLORIDA STATE’S CLAIM THAT THE GRANT OF RIGHTS AND THE

WITHDRAWAL PAYMENT OBLIGATIONS OF THE ACC
CONSTITUTION CONSTITUTE A PENALTY IS NOT RIPE.

Florida State’s stream of grievances in its amended complaint is tied together by a central

issue: continuing the Grant of Rights and implementing the withdrawal payment provision of the

ACC Constitution are unenforceable penalties which, somehow, decrease competition and

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otherwise violate public policy. Despite these grievances, Florida State continues to accept the

benefits provided through the ACC Constitution and the Grant of Rights (including its share of

the revenues from the ACC Network, NCAA unit distributions, bowl game agreements, and

other revenue sources), and Florida State does not seek to declare the ACC Constitution as a

whole unenforceable, nor does it seek to be allowed to revoke its Grant of Rights immediately.

In fact, Florida State has pointedly and repeatedly claimed that, notwithstanding this lawsuit, it

has NOT withdrawn from the Conference. Rather, it claims that its amended complaint only

seeks “guidance from the Court” to enable its Board to determine, at some unspecified points in

the future, “whether” it should withdraw from the Conference. Am. Compl. at p.3. The

amended complaint further reveals that the provisions of the agreements that it wishes to receive

“guidance” on have been in place for more than a decade. Finally, the amended complaint’s

prayer for relief highlights the unjusticiable nature of its claims: Florida State claims that if the

Court determines the Grant of Rights and withdrawal provisions are an unenforceable penalty,

then the Board will conduct a vote at some point in the future and, at that point, decide whether

to withdraw from the Conference. There is no allegation that Florida State has withdrawn (to the

contrary, it insists it has not), there is no allegation that it intends to withdraw, and there is no

allegation that it will withdraw in the future. Rather, Florida State is improperly using this Court

to air decades-old insinuations (apparently solely from an old news article) about former ACC

Commissioner Swofford and his son while simultaneously seeking an impermissible advisory

opinion about decades-old contractual provisions that it may never invoke.

The Court has no power to give it one. For more than 70 years, Florida law has required

that before a claim for declaratory relief can proceed, “it should be clearly made to appear that

there is a bona fide, actual, present practical need for the declaration; that the declaration should

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deal with a present, ascertained or ascertainable state of facts or present controversy as to a state

of facts, that some immunity, power, privilege or right of the complaining party is dependent

upon some facts or the law applicable to the facts . . . and that the relief sought is not merely the

giving of legal advice by the courts or the answer to questions propounded from curiosity.” May

v. Holley, 59 So. 2d 636, 639 (Fla. 1952); see also South Riverwalk Invs., LLC v. City of Ft.

Lauderdale, 934 So. 2d 620, 622 (Fla. 4th DCA 2006) (quoting May). “Florida courts will not

render, in the form of a declaratory judgment, what amounts to an advisory opinion at the

instance of parties who show merely the possibility of legal injury on the basis of a hypothetical

state of facts which have not arisen and are only contingent, uncertain, and rest in the future.”

Santa Rosa Cnty. v. Admin. Comm’n Div. of Admin. Hearings, 661 So. 2d 1190, 1193 (Fla. 1995)

(emphasis in original) (internal quotation marks and citation omitted).

Contrary to this established law, Florida State’s amended complaint fails to show why

these agreements, in effect for more than a decade, have created a present controversy

concerning its obligations on withdrawal, and whether those obligations constitute a penalty.

Indeed, not only does the amended complaint make clear that Florida State has not withdrawn

from the Conference, but it also makes clear that no decision to withdraw will ever be made

unless and until the Board of Trustees decides to do so in the future. And because withdrawal

will depend on a vote of the Board at some point in the future, withdrawal may never occur,

either because the vote is never taken or because the Board decides not to withdraw. Simply put,

Florida State seeks “guidance” so that, at some undetermined point in the future, the Board can

decide whether it wants to withdraw or not. Florida State’s allegations are the paradigm of

seeking an impermissible “advisory opinion” as opposed to properly requesting declaratory relief

on a ripe, present, and actual and immediate controversy. See Guttenberg, 357 So. 3d at 697

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(explaining that a complaint for declaratory judgment that is based “on pure speculation as to

what might happen . . . is essentially seeking an advisory opinion,” which “violates the

requirement that there be a justiciable controversy”) (citing Apthorp v. Detzner, 162 So. 3d 236,

241 (Fla. 1st DCA 2015)). Consequently, the amended complaint must be dismissed until

Florida State actually provides notice of withdrawal from the Conference per the Constitution.

Only then will there be a present and immediate need for a declaration.4

D. THE AMENDED COMPLAINT FAILS TO STATE A CAUSE OF

ACTION.

Measured against rule 1.140(b)(6), Florida State’s substantive claims fare no better than

its legally insufficient personal jurisdiction and venue allegations. Not one of Florida State’s

seven counts states a cause of action cognizable under the applicable law. And all of them seek

the retroactive relief of rewriting history, which this Court cannot grant.

Count I: Unreasonable Restraint of Trade in Violation of Section 542.18, Florida Statutes

Section 542.18 Protects the Market, Not Individual Competitors.

The Florida Antitrust Act of 1980 provides that “[e]very contract . . . in restraint of trade

or commerce in this state is unlawful.” § 542.18, Fla. Stat. Florida State alleges that the Grant of

Rights, as extended, and the Withdrawal Payment violate Section 542.18 of the Antitrust Act

“because they prevent Florida State from competing in the marketplace to obtain the best

economic terms for its athletic media rights, its student-athletes, and its athletic programs in the

relevant market.” Am. Compl. ¶ 229.

4. Under the withdrawal payment provisions, to withdraw a member is required to give

notice by August 15 for withdrawal the following June 30. ACC Const. § 1.4.5. This roughly 10
½ month period presents more than enough time for a determination of the obligations on
withdrawal once an actual controversy that is ripe has occurred.

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 Florida State’s claim fails because “[t]he restraint prohibited by section 542.18 is on

trade or commerce in general—not on the competitiveness or incentives of individual actors.”

Cap. Wealth Advisors, LLC v. Cap. Wealth Advisors, Inc., 335 So. 3d 164, 166 (Fla. 2d DCA

2021) (emphasis in original). “Section 542.18 does not prohibit every agreement that might

reduce—or even substantially reduce—the competitiveness or profit motives of an individual, a

business, or even a group of individuals or businesses who enter into the agreement.” Id.

“Rather, section 542.18 governs restraints on ‘trade’ or ‘commerce’ itself—not the discreet

effects that agreements have on the parties that enter into them.” Id. Indeed, the Supreme Court

of the United States has clarified that the purpose of an antitrust statute “is not to protect

businesses from the working of the market; it is to protect the public from the failure of the

market.” Spectrum Sports, Inc. v. McQuillan, 506 U.S. 447, 458, (1993).5

At most, Florida State alleges an injury to its own, individual competitiveness. The Grant

of Rights and the Withdrawal Payment, according to Florida State, “effectively prevent Florida

State from realizing its market worth.” Am. Compl. ¶ 167. In particular, the Grant of Rights

“precludes Florida State from marketing its media rights to obtain the fair market value of those

media rights” for the next 13 years. Am. Compl. ¶ 234. And the Withdrawal Payment allegedly

“restricts Florida State from withdrawing from the ACC and competing on an equal footing for

talent” in college athletics. Id. ¶ 236. These allegations only support an individualized reduction

5. “Florida courts routinely rely upon federal courts’ interpretations of the Sherman Act,
15 U.S.C. § 1 (2011), when applying sections 542.18 and 542.335.” Cap. Wealth Advisors, LLC
v. Cap. Wealth Advisors, Inc., 335 So. 3d 164, 166 n.1 (Fla. 2d DCA 2021). Indeed, the Florida
Legislature has required that they do so. See § 542.32, Fla. Stat. (“It is the intent of the
Legislature that, in construing this chapter, due consideration and great weight be given to the
interpretations of the federal courts relating to comparable federal antitrust statutes.”).
Therefore, a court must “look to federal cases to elucidate what is an agreement in restraint of
trade and what proof constitutes a conspiracy.” MYD Marine Distrib., Inc. v. Int’l Paint Ltd., 76
So. 3d 42, 46 (Fla. 4th DCA 2011) (quotation omitted).

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in the competitiveness of Florida State resulting from Florida State’s adoption of the agreements,

which is not what section 542.18 prohibits. Cap. Wealth Advisors, 335 So. 3d at 166. Even if

Florida State believes that each agreement has become “quite disadvantageous” due to

“circumstances developed after its execution,” the agreements are still not a restraint of trade or

commerce. Id.; see id. at 167 (upholding an agreement as “the deal that was struck and under

which the Appellees operated for some time.”). In sum, “[a]ntitrust laws are for the protection of

competition, not for the protection of individual competitors.” Parts Depot Co., L.P. By &

Through Parts Depot Co. v. Fla. Auto Supply, Inc., 669 So. 2d 321, 326 (Fla. 4th DCA 1996). “It

is only when the market is being distorted by anticompetitive conduct that the antitrust laws

should be invoked.” Id. (quoting Seagood Trading Corp. v. Jerrico, Inc., 924 F.2d 1555, 1573

(11th Cir. 1991)).

Florida State Has Failed to Define a Cognizable Market.

Florida State similarly fails to allege facts showing that a specifically defined market has

been harmed. See Greenberg v. Mount Sinai Med. Ctr. of Greater Miami, Inc., 629 So. 2d 252,

257 & n.1 (Fla. 3d DCA 1993) (noting that, absent a per se antitrust violation like price-fixing, a

complaint alleging the restraint of trade must allege harm to competition in “a specifically

defined market”). Florida State attempts to identify a “relevant market that is negatively

impacted” as the market for “athletics and athletic media rights within the Power Four

conferences.” See Am. Compl. ¶ 232.6 But Florida State’s allegations contradict any harm to

competition in that defined market.

6. The ACC does not concede that a market can be defined by the “Power Four”
conferences and no other conferences.

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 Despite the ACC’s so-called “draconian,” “severe,” and “anti-competitive” contract

provisions, Florida State admits that three “excellent schools with well-deserved outstanding

academic reputations” chose to join the ACC just last year notwithstanding these provisions that

will bind them, too. Am. Compl. ¶ 183. This alone defeats Florida State’s antitrust claim. See

Bd. of Regents, Univ. of Md. v. Atl. Coast Conf., No. CAL1302189, 2013 WL 6912983, at *14

(Md. Cir. Ct. June 28, 2013) (concluding that Maryland failed to allege harm to competition,

because “Maryland’s allegations of market harm are completely contradicted by its factual

allegations that the ACC has expanded”).

Beyond the ACC’s recent expansion, Florida State also describes the market for athletic

media rights as “competitive and open” and by its own admission a market with at least 4 robust

competitors (and nearly 70 programs beginning in 2024). Am. Compl. ¶ 230. Florida State goes

to great lengths to explain the supposed success of other institutions and conferences in that

competitive market. Am. Compl. ¶¶ 11-13, 149, 154-60, 163-64, 168-79. Florida State thus

admits that the market itself is thriving, because it contends the “other Power Four Conferences”

like the SEC and Big Ten are succeeding in a way Florida State envies. Id. Even when Florida

State points to the “failed enterprise” of the PAC-12 within the broader media rights market, it is

not due to any antitrust behavior, but due to that conference’s alleged failure to “exploit” their

athletic media rights. Id. ¶¶ 11, 230. Nowhere does Florida State contend that the ACC

exercises market control (let alone market power) in college athletics, a prerequisite to any

antitrust claim. Nor does it allege that the ACC seeks to control the market for college sports, or

that it could control the market. To the contrary, all its allegations are that the ACC does not

have the market power of the SEC and Big Ten and, as a result, Florida State has suffered

financially. But alleging that the Conference has lost market power is the exact opposite of a

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claim for market control and necessarily disproves an antitrust claim. Because Florida State’s

own allegations contradict any harm to the athletic media rights market it defines, or market

power amounting to market control, or monopolization or attempted monopolization, Count I

fails on its face.

Count II: Unenforceable Penalties

Florida State alleges in Count II that the ACC Withdrawal Payment is an unenforceable

and punitive “penalty” because it does not “approximate any injury to the enterprise from a

withdrawal.” Am. Compl. ¶¶ 243-45.

North Carolina law governs Count II.

State law governs the question of whether a contract provision is valid. Briceno v. Sprint

Spectrum, L.P., 911 So. 2d 176, 179 (Fla. 3d DCA 2005). Absent a choice-of-law provision,

Florida follows the lex loci contractus principle, which provides that the law of the jurisdiction

where the contract was executed governs the interpretation of the contract and the rights and

liabilities of the parties. State Farm Mut. Auto. Ins. Co. v. Roach, 945 So. 2d 1160, 1163 (Fla.

2006).

A contract is created where the last act necessary to make a binding agreement takes

place. D.L. Peoples Grp., Inc. v. Hawley, 804 So. 2d 561, 563 (Fla. 1st DCA 2002). Florida

State acknowledges that the ACC Constitution and the Grant of Rights are contracts, but its

amended complaint is silent about their place of execution. Am. Compl. ¶¶ 15-16, 89-97.

While the ACC Constitution and Bylaws act as a contract between the members of the

ACC to establish a joint venture, they also serve as governing documents for the Conference.

Florida State concedes that the ACC is a North Carolina unincorporated association. Am.

Compl. ¶ 2. Florida, like North Carolina, provides that claims involving the internal affairs of

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entities established in other states, such as corporations, will be subject to the law of the state that

created the entity. See The Chatlos Found., Inc. v. D’arata, 882 So. 2d 1021, 1023 (Fla. 5th

DCA 2004); Futures Grp., Inc. v. Brosnan, No. 21 CVS 7106, 2023 WL 325113, at *2 (N.C.

Super. Jan. 19, 2023) (internal quotation marks and citation omitted). The “internal affairs

doctrine” is a choice of law provision that ensures that an entity will be subject only to one set of

laws so that it is not subject to competing or contradictory demands. Here, because Florida State

concedes that the ACC is a North Carolina unincorporated association, the substantive law of

North Carolina applies to its governing documents, the ACC Constitution and Bylaws.

The Grant of Rights agreements, see Exs. 2 & 3, are contracts between Florida State and

the Conference that are integral to—and incorporated in—FSU’s amended complaint. On their

face they reveal that the last act necessary for their execution occurred in North Carolina, when

the Conference through the Commissioner accepted and executed the agreements. Specifically,

on April 19, 2013, the President of Florida State executed the Grant of Rights on behalf of

Florida State; this was accepted by the Commissioner when he executed the Grant of Rights on

behalf of the Conference in Greensboro, North Carolina, on April 22, 2012. Grant of Rights at 5.

Similarly, on June 28, 2016, the President of Florida State executed the Amended Grant of

Rights; this was accepted by the Commissioner on behalf of the Conference in Greensboro,

North Carolina, on July 18, 2016. Am. Grant of Rights at 3. Accordingly, the lex loci contractus

principle requires the application of North Carolina law to those contracts. D.L. Peoples Grp.,

804 So. 2d at 563; see also Jemco, Inc. v. United Parcel Serv., Inc., 400 So. 2d 499, 500-01 (Fla.

3d DCA 1981) (concluding that Connecticut was the lex loci contractus because the last party to

the agreement signed it in Connecticut). North Carolina law thus governs Count II, as well as

Counts III, V, VI, and VII, based on the governing documents and contracts at issue.

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 Because the Withdrawal Payment is Not Triggered by a Breach, It Constitutes Alternative
Performance Rather than Liquidated Damages Under North Carolina Law.

Under North Carolina law, Florida State’s challenge to the Withdrawal Payment fails for

several reasons. First, the Withdrawal Payment is not a payment for any breach; rather it

provides a member with an alternative performance to meeting its obligations under the ACC

Constitution and Bylaws. In other words, the Withdrawal Payment “is the bargained-for

consideration for the option to [withdraw], and as such it is enforceable as a matter of contract

law and not as a measure of damages.” W. Raleigh Grp. v. Mass. Mut. Life Ins. Co., 809

F. Supp. 384, 391 (E.D.N.C. 1992). Thus, a liquidated damages analysis is simply inapplicable.

Id.

Nor is this approach unique to North Carolina law. Cases throughout the country have

upheld alternative performance fees like the Withdrawal Payment. See, e.g., Hoyt v. Robson

Cos., Inc., 986 F.2d 1427 (10th Cir. 1992) (approving provision that “did not address remedies in

the event of a breach,” “but rather compensated [plaintiff] in the event that the agreement was

terminated” early); Kennedy & Mitchell, Inc. v. Internorth, Inc., No. 86-C-404-C, 1989 WL

433016, at *19 (N.D. Okla. Apr. 10, 1989) (“[Defendant] must take or pay. [Defendant] is thus

given two distinct methods for discharging its promise to [Plaintiff]; in reality, two ways to

perform. Payment is thus not a liquidated remedy in the face of breach, but, indeed, an inherent

obligation of Defendant under the contract, which, if ignored, itself constitutes a breach.

Payment cannot then be termed ‘liquidated damages.’ ”); Superfos Invs. Ltd. v. FirstMiss

Fertilizer, Inc., 821 F. Supp. 432, 434-35 (S.D. Miss. 1993) (collecting cases); St. Jude Med.,

Inc. v. Medtronic, Inc., 536 N.W.2d 24, 28-29 (Minn. Ct. App. 1995) (“Because the merger

agreement gave [Defendant] a choice of performance, we believe it is appropriate to liken the

termination fee provision to an alternative performance contract.”); Bauer v. Atlantis Events,

17
Inc., 645 F. App’x 545, 547 (9th Cir. 2016) (cancellation fee constituted alternative performance

provision); Williams v. Oberon Media, Inc., No. CV098764-JFW AGRX, 2010 WL 1644888, at

*5 (C.D. Cal. Mar. 4, 2010) (holding that cancellation fee functioned and operated as an

alternative performance provision); Minnick v. Clearwire U.S. LLC, 275 P.3d 1127, 1135 (Wash.

2012) (“[A]n alternative performance provision is distinguishable from a liquidated damages

provision because it provides a ‘real option’ to the promisor and the alternatives are reasonably

equal to each other.”); Halpin v. Fitness Int’l, LLC, No. X04HHDCV126040168S, 2013 WL

5614443, at *5-6 (Conn. Super. Ct. Sept. 18, 2013) (dismissing penalty claim when “the contract

gave the plaintiff two real choices as to how he could perform the contract. He could continue to

make all the payments called for in exchange for personal training services. Alternatively, if he

decided he no longer wanted the services, he could cut his payment obligation in half by

terminating early.”).

Even though the Withdrawal Payment is described as “liquidated damages” in the ACC

Constitution, North Carolina law does not treat it as such. In Brenner v. Little Red School

House, Ltd., the North Carolina Supreme Court explained that a liquidated damages provision is

“a sum specified in the contract as the measure of recovery in the event of a breach.” 274 S.E.2d

206, 211 (N.C. 1981). Because the Withdrawal Payment is not triggered by a breach, it cannot

be an unenforceable penalty. Id. It is simply an alternative method for member institutions to

comply with the terms of the ACC Constitution. In short, the Withdrawal Payment is “simply

one term of the contract, not a measure of recovery in the event of a breach, thus the law of

damages has no bearing upon this case.” Id.; see also Majestic Cinema Holdings, LLC v. High

Point Cinema, 662 S.E.2d 20, 24 (N.C. Ct. App. 2008) (because “there is nothing to indicate the

18
provision was intended as a recovery for breach of contract[,] . . . the provision does not describe

a liquidated damage, and we need not consider if it amounts to an unenforceable penalty.”).

In other words, Florida State has two forms of performance: (1) remain in the ACC,

perform as a member institution, continue to receive tens of millions of dollars per year, and

never have to pay the Withdrawal Payment, or, in the alternative, (2) choose to leave the ACC

and perform by making the Withdrawal Payment. That we are discussing the “if” underscores

that Florida State’s claim is not ripe because it has not yet chosen to leave the ACC, and

therefore may never be obligated to pay the Withdrawal Payment.

Second, even if the Withdrawal Payment is a liquidated damages clause, Florida State’s

conclusory descriptions of the Withdrawal Payment as a “punitive penalty” or a “sanction to

penalize” a withdrawing member, see Am. Compl. ¶¶ 45, 243-44, cannot support Count II.

Conclusory allegations that merely track the elements of a claim are insufficient to state a claim.

Radcliffe v. Avenel Homeowners Ass’n, Inc., 789 S.E.2d 893, 913 (N.C. Ct. App. 2016); see also

Turnberry Vill. N. Tower Condo. Ass’n, Inc. v. Turnberry Vill. S. Tower Condo. Ass’n, Inc., 224

So. 3d 266, 267 (Fla. 3d DCA 2017) (same). Florida State alleges no facts about what the actual

damage would be to the Conference should it withdraw. Rather, Florida State offers nothing but

conclusory allegations that the Withdrawal Payment is disproportionate to the damages suffered

by the ACC when a member withdraws. Am. Compl. ¶¶ 243-45. These conclusory allegations

doom Count II.

Finally, Florida State alleges that the Grant of Rights, as extended, is also a “punitive

penalty” upon a withdrawing member. Am. Compl. ¶¶ 243-45; see also id. ¶ 94 (referring to the

“additional, crippling penalties” in the Grant of Rights). But there is no provision in the Grant of

Rights that could possibly serve as a penalty and, indeed, there is no reference to a monetary

19
payment at all if a Conference member elects to withdraw from a Conference. Rather, the Grant

of Rights simply provides that the media rights of all members will remain with the Conference

through the term of the agreement. Florida State imagines that this means it has forfeited future

revenue as a “penalty.” See Am. Compl. ¶¶ 96, 99, 161. It posits that the fact that it may choose

to repurchase its rights before the end of the term of the Grant of Rights (if it someday

withdraws), somehow constitutes a penalty. But in so arguing Florida State misunderstands the

nature of this transaction. Florida State (twice) assigned its media rights for a specific term to

the Conference for the purpose of entering into agreements with ESPN. The Conference thus

controls those rights for that term. If Florida State wishes to regain control of the rights before

the end of the term, it could attempt to repurchase them. But having to buy back a right which

was assigned is not a penalty; it is simply a commercial possibility. Paying a fair price for rights

that were previously transferred cannot be a “penalty” under any reasonable definition of the

term. Due to this error, Florida State’s Count II against the Grant of Rights fails, as well.

Count III: Breach of Contract

Next, Florida State alleges that the ACC breached its various agreements with Florida

State in ten ways. Am. Compl. ¶ 248. Florida State, however, does not identify which alleged

breach attaches to which agreement it has with the ACC. And the allegations do not even

demonstrate that the alleged “breaches” find support in the text of any agreement. Instead,

Florida State hopes that the amalgamation of ten random “breaches” allows Florida State to be

“discharged and excused from performing any duties or obligations it may have otherwise owed

to the ACC under any and all agreements between them, including all duties concerning notice

of withdrawal.” Am. Compl. ¶ 249 (emphasis added). Florida State’s attempt to escape “all

agreements” with the ACC under one cause of action is highly irregular and legally unsound.

20
And, notably, Florida State does not seek to excuse the Conference from its duties and

obligations to Florida State.

Most of Count III fails for the simplest of reasons: Florida States does not base the

alleged “breaches” on the obligatory terms of any contract. Under North Carolina law, the

elements of a claim for breach of contract are (1) the existence of a valid contract and (2) a

breach of “the terms of the contract.” Wells Fargo Ins. Servs. USA, Inc. v. Link, 827 S.E.2d 458,

472 (N.C. 2019) (emphasis added). But the terms of the ACC Constitution and the Grant of

Rights, as extended, do not provide a basis for most of the alleged breaches.

For example, Florida State first alleges that the ACC “breached its agreements” by

“[f]ailing to exploit Florida State’s athletic program’s media rights,” Am. Compl. ¶ 248, but the

ACC Constitution does not charge the Conference with the maximum “exploitation” of Florida

State’s media rights, only “the right to exploit” those media rights through the Grant of Rights.

ACC Const. § 2.10.1 (emphasis added). And the Grant of Rights places no duty on the ACC to

“exploit” those rights to any greater degree, either. In fact, it ensured that Florida State and

every other institution granted their media rights as “necessary for the Conference to perform the

contractual obligations of the Conference expressly set forth in the ESPN Agreement[.]” § 1,

Grant of Rights. There is simply no duty to “exploit” media rights to achieve Florida State’s

desired future revenue or any set level of revenue, other than what is provided in the ESPN

Agreement (an agreement which Florida State voted to ratify). Furthermore, Florida State’s

contention that the ACC somehow breached a duty to exploit Florida State’s media rights above

and beyond what is in the ESPN Agreement, when the very grant of those media rights was

expressly for the ACC to comply with the ESPN Agreement, makes Florida State’s claim

internally incoherent.

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 Florida State next quotes the “General Purpose” provisions of the ACC Constitution for

the supposed “breach” that the ACC “fail[ed] to achieve ‘responsible fiscal management’ and

‘further fiscal stability’” of the ACC. Am. Compl. ¶ 248 (quoting ACC Const. § 1.2.1(g)). But

the ACC Constitution actually states, “The Conference aims to . . . [e]ncourage responsible

fiscal management and further fiscal stability[.]” ACC Const. § 1 (emphasis added). The ACC’s

“aims” and “goals” are not binding material terms that can be breached. Nor has Florida State

alleged that the ACC did not, in fact, “aim” to accomplish these objectives. Indeed, Florida

State’s President is one of three voting members on the ACC’s Finance Committee. Ex. 1, App.

2-2 to ACC Bylaws, at p. 47.

Florida State’s other grievances that the ACC somehow breached agreements by “grossly

mishandling” the ESPN nine-year option; by “failing to secure a reciprocal commitment from

ESPN;” by “[u]ndertaking the ill-conceived expansion” with Stanford, California, and SMU; by

“[d]iminishing the members’ ability to compete in championships;” or by “[f]ailing to protect the

student-athletes’ hard-earned right to participate in championships;” are complaints with no

foundation in the actual, contractual obligations of the ACC. Am. Compl. ¶ 248. And Florida

State points to no language that would create the basis for a breach.

As for Florida State’s allegations about an ESPN option, Florida State also contends that

an option deadline was extended “for no consideration” and without the required vote of the

membership. Am. Compl. ¶ 248. But this claim is invalid on its face in the context of what the

ACC Constitution and Bylaws provide. Under the ACC Constitution, a Board vote is required

for any “Material Media Rights Agreement,” § 1.6.2. A “Material Media Rights Agreement,” in

turn, is defined as an agreement that “provides for an average annual value equal to or greater

than 5% of the Conference’s aggregate gross revenues” or which is “otherwise deemed material

22
by the Chair or Commissioner.” ACC Bylaws § 2.3.1(q). Media agreements that do not meet

this definition of “material” are within the Commissioner’s right to negotiate “on behalf of the

Conference.” Id. Because the extension of any ESPN deadline does not fall within the definition

of a “Material Media Rights Agreement,” Florida State’s claim for breach of this provision fails.

Moreover, under North Carolina law, “[i]t is well established that courts will not interfere

with the internal affairs of voluntary associations.” Master v. Country Club of Landfall, 823

S.E.2d 115, 120 (N.C. 2018) (quoting Wilson Realty & Constr., Inc. v. Asheboro-Randolph Bd.

of Realtors, Inc., 518 S.E.2d 28, 30 (N.C. 1999)). Thus, absent a claim of fraud or collusion—

which has not been alleged—the Conference’s interpretation of its own Bylaws is entitled to

deference and may only be overturned if found unreasonable. See id. Of course, most notably,

any action by the Conference in this regard has been known to Florida State for over two years.

But Florida State did not object either to the agreement or the process by which it was approved.

Finally, Florida State’s claim that the Conference’s lawsuit in North Carolina was not

properly authorized does not support a claim for breach of contract, much less a remedy that

entitles it to set aside the Withdrawal Payment or the Grant of Rights. Florida State authorized

its own lawsuit before it was even aware of the North Carolina action. Moreover, Florida State

is in no position to object that the Conference somehow lacked the authority to sue it to enforce

its agreements when FSU had decided to sue the Conference to repudiate its agreements. And

its claim that the lawsuit was “Unwarranted” is belied by the fact that Florida State leaked a copy

of its draft complaint on December 21, 2023—the day before the Florida State Board meeting

and the same day the Conference filed its lawsuit. See

https://www.documentcloud.org/documents/24235585-final-complait-12212023.

For all these reasons, Count III fails to state a claim for breach of contract.

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 Count IV: Breach of Fiduciary Duty

Florida State alleges that it “entrusted” its media rights to the ACC, so the ACC owed a

fiduciary duty to “exploit and maximize” those media rights. Am. Compl. ¶¶ 252-54. According

to Florida State, the ACC breached that duty “by failing to negotiate and maintain market,

competitive media rights agreements and terms and by diluting the value of Florida State’s

athletic media rights and diminishing its national football stature.” Id. But other than saying so,

Florida State’s amended complaint fails to cite any legal basis whatsoever from which a

fiduciary duty to act in Florida State’s individual best interests flows.

North Carolina law governs Count IV.

Under both Florida and North Carolina law, the breach of a fiduciary duty is considered a

tort. See, e.g., LeBlanc v. Acevedo, 258 So. 3d 555, 557 (Fla. 5th DCA 2018) (“Breach of

fiduciary duty is a common law tort[.]”); Dove v. Harvey, 608 S.E.2d 798, 801 (N.C. Ct. App.

2005) (“These torts include breach of fiduciary duty.”). Accordingly, the “significant

relationships test” determines which state’s law applies. Aetna Cas. & Sur. Co. v. Huntington

Nat. Bank, 587 So. 2d 483, 485-86 (Fla. 4th DCA 1991), approved, 609 So. 2d 1315 (Fla. 1992).

Under this test, the Court applies the law of the state “which, with respect to that issue, has the

most significant relationship to the occurrence and the parties under the principles stated in

[Section 6 of the Restatement (Second) of Conflict of Laws].” Id. (quoting Section 145(1),

Restatement (Second) of Conflict of Laws)). “Contacts to be taken into account in applying the

principles of [Section 6] to determine the law applicable to an issue include: (a) the place where

the injury occurred, (b) the place where the conduct causing the injury occurred, (c) the domicile,

residence, nationality, place of incorporation and place of business of the parties, and (d) the

place where the relationship, if any, between the parties is centered.” Crowell v. Clay Hyder

24
Trucking Lines, Inc., 700 So. 2d 120, 122-23 (Fla. 2d DCA 1997) (quoting Restatement (Second)

Conflict of Laws § 145(2) (1971)). “These contacts are to be evaluated according to their

relative importance with respect to the particular issue.” Id.

The amended complaint makes clear that the relationship between the parties is centered

in North Carolina where the ACC is headquartered and where Florida State participates in

meetings and other governing activities of the ACC. Am. Compl. ¶¶ 2, 44 n.1. The breaches

about which FSU complains were allegedly made by the ACC Commissioner, who is based in

North Carolina. And because the ACC is a North Carolina entity, and because the Constitution

and Bylaws and the Grant of Rights agreements are governed by North Carolina law, the source

(if any) for the creation of this fiduciary duty must be under the applicable statutory law of North

Carolina. Because North Carolina law is like Florida law with respect to this tort, Florida does

not have a competing policy that would somehow give it more significance to this issue than

North Carolina has. See Aetna, 587 So. 2d at 486 (“Significance in this context denotes the

competing interests of the conflicting states in the determination of a particular issue.”)

Therefore, North Carolina law governs Count IV.

Count IV fails under North Carolina law Because the ACC is Not a Fiduciary of Its
Individual Members.

To make out a claim for breach of a fiduciary duty under North Carolina law, Florida

State “must first allege facts that, taken as true, demonstrate that a fiduciary relationship existed

between the parties.” Sykes v. Health Network Sols., Inc., 828 S.E.2d 467, 475 (N.C. 2019). A

fiduciary relationship is “one in which there has been a special confidence reposed in one who in

equity and good conscience is bound to act in good faith and with due regard to the interests of

the one reposing confidence.” Id. at 475-76 (internal quotations omitted). But North Carolina

courts “have been clear that general contractual relationships do not typically rise to the level of

25
fiduciary relationships.” Id. “Parties to a contract do not thereby become each other’s

fiduciaries; they generally owe no special duty to one another beyond the terms of the contract.”

Id. (quoting Branch Banking & Tr. Co. v. Thompson, 418 S.E.2d 694, 699 (N.C. Ct. App. 1992)).

Florida State has failed to allege a fiduciary relationship with the ACC related to the

media rights at issue, because Florida State acknowledges that a contractual relationship governs

those media rights. See Am. Compl. ¶¶ 88-97, 120, 133-35. In other words, Florida State cannot

show that the ACC had a fiduciary duty to “maximize” Florida State’s media rights separate and

apart from the duties of the Grant of Rights between them. Am. Compl. ¶ 254. Because

“[p]arties to a contract do not thereby become each other’s fiduciaries,” Sykes, 828 S.E.2d at 476,

Florida State fails to state a claim that the ACC breached a fiduciary duty to exploit media rights.

See id. (concluding that an agent negotiating terms on behalf of another does not create a

fiduciary relationship because it signifies a typical contractual relationship). As further

confirmation that the parties have a contractual relationship and not a fiduciary relationship with

respect to media rights, Florida State’s requested relief in Count IV is not for damages (which is

an essential element of a breach of fiduciary duty) but for a judicial declaration “relieving and

excusing Florida State from any and all obligations of performance under any contracts that may

exist between it and the ACC.” Am. Compl. at 54 (emphasis added).

Next, while the ACC itself is a joint venture between Florida State and the other

members, and each member has a fiduciary obligation to the ACC not to take action that

undermines the common purpose of the joint venture, the joint venture—which is operated by

the members—has no fiduciary obligation to the individual members that created it. See Jackson

v. NAACP Houston Branch, No. 14-15-00507-CV, 2016 WL 4922453, at *7 (Tex. App. Sept. 15,

2016) (explaining that nonprofit associations, like the NAACP, do not owe fiduciary duties to

26
individual members because “such duties generally run to the [nonprofit association], not to

individual members or even to a majority of the members”); Oakland Raiders v. Nat’l Football

League, 32 Cal. Rptr. 3d 266, 275-82 (2005) (holding that NFL, an unincorporated nonprofit

association, did not owe fiduciary duties to an individual member (the Raiders) because there are

“numerous circumstances where the NFL and its commissioner would be contractually obligated

to take action adverse to the Raiders. In such cases, the NFL and the commissioner would be

acting in the best interests of the League but certainly not in the Raiders’ best interests,” id. at

281).

Finally, Florida State’s contention that the ACC could have and should have better

preserved “the position of its undefeated football conference champion” and maintained the

“reputation of Florida State’s athletic programs” is not a cognizable fiduciary obligation under

the law. Indeed, Florida State points to no factual basis from which it could be reasonably

inferred that somehow the ACC had a unique obligation to Florida State to maintain the

reputation of its programs or its seasons, over and above the well-being or benefit of the

Conference as a whole and every other member. Although the ACC is consistently promoting its

members and their programs, including Florida State as the undefeated ACC champion in the

2023-24 season, the ACC has no fiduciary duty with respect to the preservation of Florida State’s

college football ranking or its athletic reputation.

For all these reasons, Count IV fails to state a claim for breach of a fiduciary duty.

Count V: There Has Been No Frustration of Contractual Purpose

In Count V, Florida State claims that the ACC failed its fundamental purpose and put the

ACC “in an existential crisis due to poor fiscal management and administration, which has

27
rendered the ACC financially and fiscally unstable and its members not competitive.” Am.

Compl. ¶¶ 258-61.

Florida State’s allegations are baseless. There are no facts to support Florida State’s

proposition that the ACC is on the fiscal brink or in breach of its Constitution. Indeed, Florida

State continues to receive its millions of dollars in distributions on a regular basis, and each year

those distributions have increased. The “General Purpose” of the Conference is to “enrich and

balance the athletic and educational experiences of student-athletes at its member institutions, to

enhance athletic and academic integrity among its members, to provide leadership, and to do this

in a spirit of fairness to all.” Ex. 1, ACC Const. § 1.2.1. It has done just that, along with

generating substantial revenues for its members. Indeed, Florida State can point to only two

conferences that distribute more media revenue to their members. Am. Compl. ¶ 159. Florida

State essentially contends that unless it receives the highest amount of media rights distribution

available anywhere in the country, the commercial purpose of the Conference is frustrated. But

as with so many of its other claims for breach, Florida State’s allegations, while long on rhetoric,

are short to absent on any textual link to an actual contract provision.

This claim fails under the applicable case law, as well. Under North Carolina case law,

the doctrine of frustration of purpose excuses a party from performing under a contract

“whenever a fortuitous event supervenes to cause a failure of the consideration or a practically

total destruction of the expected value of the performance.” Brenner, 274 S.E.2d at 209 (quoting

17 Am.Jur.2d Contracts s 401 (1964)). It is based upon “the fundamental premise of giving

relief in a situation where the parties could not reasonably have protected themselves by the

terms of the contract against contingencies which later arose.” Id. Thus, “[i]f the frustrating

event was reasonably foreseeable,” the doctrine is not available for a party to escape its

28
contractual obligations. Id.; see also Montessori Sch. of Durham v. Fuchs, 891 S.E.2d 660 (N.C.

Ct. App. 2023) (requiring proof that “the changed condition results in a failure of consideration

or the expected value of the performance” and proof that “the changed condition was not

reasonably foreseeable.”).

Florida State’s attempt to plead frustration of purpose fails for obvious reasons. First,

there was no changed condition or frustrating event that destroyed the expected value to Florida

State of its performance under the ACC Constitution or the Grant of Rights. Indeed, Florida

State admits that it will receive tens (or even hundreds) of millions of dollars by continuing to

perform under these agreements—as expected when it entered the agreements. Am. Compl.

¶¶ 52, 131. Second, whatever condition has caused the alleged reduction in comparative value

Florida State perceives from these agreements was reasonably foreseeable, especially given that

Florida State recognizes the “constantly changing college sports media rights landscape” and

“changing media market conditions.” Am. Compl. ¶¶ 53, 56. Besides, even a “precipitous

decline” in business based on market conditions is not sufficient to invoke the doctrine of

frustration of purpose. Faulconer v. Wysong & Miles Co., 574 S.E.2d 688, 691-92 (N.C. Ct.

App. 2002). Accordingly, Florida State has failed to state a claim for a judicial declaration that

the doctrine of frustration of purpose applies.

Count VI: Unenforceable Grant of Rights “For Several Other Reasons”

Florida State’s allegations in Count VI are similarly deficient. Florida State first

contends that, because the Grant of Rights does not “mention” the member withdrawal

provisions in the ACC’s Constitution, Bylaws, or ESPN agreements, the Grant of Rights

“effectively deprives” Florida State of its option to withdraw from the ACC. Am. Compl.

¶¶ 263-67. This contention can be rejected outright. Textually, the Grant of Rights does not

29
“subvert, usurp and/or amend” Florida State’s right to withdraw from the ACC, as alleged by

Florida State. Id. Rather, the Grant of Rights recognizes Florida State’s right to withdraw and

affirms that its grant of media rights “is irrevocable and effective until the end of the Term

regardless of whether the member institution withdraws from the Conference during the Term

. . . in accordance with the Conference’s Constitution and Bylaws.” Grant of Rights at 3.

(emphasis added).

Florida State next alleges that the Grant of Rights is unsupported by consideration, or that

it “contained a false recital of consideration,” and therefore is not an enforceable contract. Am.

Compl. ¶¶ 268-70.7 Florida State, however, has not alleged a claim for fraud in the inducement

of any contract, so the only question here is about the existence of consideration to support the

Grant of Rights, as amended.

The Grant of Rights and its amendment were an assignment, as conceded by Florida

State. In particular, Florida State (and all other members) assigned their media rights (twice) for

purposes of entering into agreements with ESPN for specified terms. Under North Carolina law,

the usual “principles of general contract law determine whether an assignment is valid.” In re

Napoleon, 551 B.R. 200, 205 (Bankr. E.D.N.C. 2016) (internal quotation marks and citation

omitted). An assignment need only “designate the assignor, the assignee, and the thing

assigned.” Accordius Health LLC v. Marshall by & through Stirewalt, No. 1:20CV464, 2020

WL 7774401, at *6 (M.D.N.C. Dec. 30, 2020) (internal quotation marks and citation omitted).

The Grant of Rights does just that and is valid and enforceable.

7. This theory of unenforceability does not appear to have any connection with the other
theory, because the title of Count VI states that the Grant of Rights “is unenforceable for several
other reasons.” Am. Compl. ¶ 55 (emphasis added). Florida State seems to be throwing
anything at the wall, in hopes that some theory might stick.

30
 Consideration is “any benefit, right, or interest bestowed upon the promisor, or any

forbearance, detriment, or loss undertaken by the promisee.” Brenner, 274 S.E.2d at 212. “In

order to defeat a contract for failure of consideration, the failure of consideration must be

complete and total.” Fairfield Harbour Prop. Owners Ass’n, Inc. v. Midsouth Golf, LLC, 715

S.E.2d 273, 282 (N.C. App. 2011).

By its plain terms, the Grant of Rights is supported by consideration: each member

institution assigned its media rights “for and in consideration of the [recitals], the covenants set

forth [in the Grant of Rights] and in the ESPN Agreement, and other good and valuable

consideration, the receipt and sufficiency of which [were] acknowledged and agreed” by each

member institution. See Grant of Rights at 1. Among the recitals was an acknowledgment that

the Grant of Rights “enhances the stability of Conference membership.” Id. The recitals further

confirm that the Grant of Rights was a pre-condition for ESPN “to offer additional consideration

to the Conference as part of a further amendment to the Amended ESPN Agreement[.]” Id.

Accordingly, each member institution received the benefits of the next ESPN Agreement in

exchange for granting media rights to the ACC. This is undeniable. And Florida State has

received those lucrative benefits under the Grant of Rights for years, as acknowledged in its

Amended Complaint. Am. Compl. ¶ 131.

Similarly, the 2016 Amendment to the Grant of Rights is also supported by “good and

valuable consideration, the receipt and sufficiency of which [were] acknowledged” by Florida

State. In particular, the Amendment confirms that ESPN had “negotiated” prospective

agreements with the ACC and would enter into those agreements “only if each of the member

institution agrees to amend the Original Grant Agreement to extend the term” until June 30,

2036. Amended Grant of Rights at 1. And both prospective agreements, which included the

31
Network Agreement, “offer[ed] certain additional consideration” to the ACC and thus to its

member institutions. Id. Accordingly, each member institution received the benefits of the new

ESPN agreements in exchange for extending the term of the original Grant of Rights. This, too,

is undeniable. And Florida State has received those lucrative benefits for years, as

acknowledged in its amended complaint. Am. Compl. ¶¶ 131, 136.

Because the benefits received by Florida State provide consideration to support the Grant

of Rights and its Amendment, they are valid contracts, and no further inquiry is appropriate.

Although Florida State now complains that the deals could have been more valuable, the value

that it has received is consideration enough. Under North Carolina law, consideration is

evaluated at the time of making the agreement—not in hindsight. Fairfield, 715 S.E.2d at 282.

“The parties to a contract are the judges of the adequacy of the consideration[,]” and “[t]he

slightest consideration is sufficient to support the most onerous obligation[;] the inadequacy is

for the parties to consider at the time of making the agreement, not for the court when it is sought

to be enforced.” Hejl v. Hood, Hargett & Assocs., Inc., 674 S.E.2d 425, 429 (N.C. Ct. App.

2009) (quoting Mach. Co. v. Ins. Co., 185 S.E.2d 308, 311-12 (N.C. Ct. App. 1971)). “Where

there is no fraud and the ‘parties have dealt at arms length and contracted, the Court cannot

relieve one of them because the contract has proven to be a hard one.’” Id. (quoting Bald Head

Island Utils., Inc. v. Vill. of Bald Head Island, 599 S.E.2d 98, 100 (N.C. Ct. App. 2004)); see

also Majestic Cinema Holdings, LLC v. High Point Cinema, 662 S.E.2d 20, 23 (N.C. Ct. App.

2008) (“Since the right of private contract is no small part of the liberty of the citizen, the usual

and most important function of courts is to enforce and maintain contracts rather than to enable

parties to escape their obligations.”) (quoting Calhoun v. WHA Med. Clinic, PLLC, 632 S.E.2d

563, 573 (N.C. Ct. App. 2006)).

32
 The Grant of Rights, as amended, has provided Florida State with tens of millions of

dollars in revenue from the ACC and its connected ESPN agreements. Am. Compl. ¶ 131. That

Florida State, in hindsight and years later, now wishes the deal to be even more valuable is not

the test; the value that FSU has received and adequacy of consideration that it acknowledged

plainly supports the Grant of Rights. Accordingly, Count VI fails to state a claim for a judicial

declaration that the Grant of Rights, as amended, is unenforceable due to a lack of consideration.

Count VII: Unconscionable Penalties

As a final Hail Mary, Florida State contends that the ACC Withdrawal Payment and the

Grant of Rights, as amended, contravene the State of Florida’s public policy “in maintaining

economically viable and fiscally sound institutions of post-secondary learning” and are so

“shocking to the conscience” that they are “unconscionable in practice and in theory.” Am.

Compl. ¶¶ 272-73. These contentions fall far short.

“A contract is unconscionable, and therefore unenforceable under equitable principles,

‘only when the inequality of the bargain is so manifest as to shock the judgment of a person of

common sense, and where the terms are so oppressive that no reasonable person would make

them on the one hand, and no honest and fair person would accept them on the other.’”

Westmoreland v. High Point Healthcare Inc., 721 S.E.2d 712, 716 (N.C. Ct. App. 2012) (quoting

Brenner, 274 S.E.2d at 210). “A party asserting that a contract is unconscionable must prove

both procedural and substantive unconscionability.” Musselwhite v. Cheshire, 831 S.E.2d 367,

377 (N.C. Ct. App. 2019) (quoting Tillman v. Commer. Credit Loans, Inc., 655 S.E.2d 362, 369-

70 (N.C. 2008)). “Procedural unconscionability involves bargaining naughtiness in the form of

unfair surprise, lack of meaningful choice, and an inequality of bargaining power.” Id.

“Substantive unconscionability, on the other hand, refers to harsh, one-sided, and oppressive

33
contract terms.” Id. “‘The question of unconscionability is determined as of the date the

contract was executed,’ meaning that a court will not adjudge a contract based upon how

uncertain events unfolded following the contract’s execution.” Id. at 378 (quoting Weaver v. St.

Joseph of the Pines, Inc., 652 S.E.2d 701, 712 (N.C. Ct. App. 2007)). Thus, “a bad bargain does

not render a contract unconscionable absent evidence that the contract was tainted by, e.g.,

unequal bargaining positions, oppression, and the like.” Id.

Florida State’s allegations demonstrate neither procedural nor substantive

unconscionability. Florida State’s lawsuit is premised on the narrative that the benefits of the

ACC Constitution and the Grant of Rights, as amended, could have been more valuable over

time considering other agreements that were negotiated several years later. Florida State has not

plausibly alleged that it suffered unequal bargaining power or a lack of meaningful choice when

it accepted its contractual obligations. To the contrary, Florida State willingly accepted hundreds

of millions of dollars in benefits through its contractual relationship with the ACC over many

years. By no realistic measure is this scenario “shocking to the conscience” or “unconscionable

in practice and in theory.” Am. Compl. ¶¶ 272-73; see also Musselwhite, 831 S.E.2d at 378 (an

agreement is not unconscionable simply because it caused the Plaintiff “to earn less than he

allegedly would have earned” had he not entered the agreement). Count VII should therefore be

dismissed outright.

All Counts: Relief of Retroactive Withdrawal from the ACC

In each Count, Florida State asks the Court to declare that “upon a duly authorized

affirmative vote by the Florida State Board of Trustees, Florida State be deemed to have issued

its formal notice of withdrawal from the ACC under section 1.4.5 of the ACC Constitution

effective August 14, 2023.” Am. Compl. at 51-58. As noted at the outset, this requested relief

34
reveals the entire amended complaint to be nothing more than a request for legal advice on a

state of facts that has not occurred and, by the very language of the requested relief, may never

occur and is certainly not certain to occur at some point in the future.

There is simply no legal basis for this Court to rewrite the ACC Constitution’s

withdrawal provisions to retroactively deem Florida State to have noticed its withdrawal from

the ACC if, and only if, there is an “affirmative vote” of Florida State’s Board of Trustees at

some point in some unidentified future. To comply with the ACC’s Constitution, Florida State

must have submitted a Notice of Withdrawal to be effective as of June 30, 2024. It did not.

Indeed, Florida State insists that it did NOT withdraw and has not withdrawn from the

Conference. Am. Compl. ¶¶ 199-200. Although Florida State asks this Court to rewrite the

ACC Constitution and history, this Court cannot do either. There is zero basis in the law for this

Court to declare Florida State to have done something last year which it admits it did not do

based on a “favorable outcome” in this case and a vote that may (or may not) occur at some

indeterminate future time.

Even more baffling than Florida State’s requested relief in every count is the relief it

seeks in Counts III, IV, and V, where Florida State asks to be relieved and excused from all

contractual obligations with the ACC yet simultaneously asks to be “deemed” to have noticed its

withdrawal from the ACC in compliance with its contractual obligation. Am. Compl. at 53-55.

This nonsensical request further demonstrates the improper nature of Florida State’s request to

be “deemed to have issued its formal notice of withdrawal from the ACC” last year.

E. AFFIRMATIVE DEFENSES DOOM SEVERAL CLAIMS.

Florida State’s allegations on their face establish that most of its claims are barred by

waiver, quasi-estoppel, and the statute of limitations. See Botelho, 891 So. 2d at 590 (holding

35
that an affirmative defense that appears “on the face of the pleading” can be raised by a motion

to dismiss); see also Neapolitan Enterprises, LLC v. City of Naples, 185 So. 3d 585, 589 (Fla. 2d

DCA 2016) (“Normally affirmative defenses . . . must be raised in an answer, not in a motion to

dismiss, unless the face of the complaint demonstrates the defense.”).

(1) Waiver

Florida State alleges numerous breaches of its contracts with the ACC that date back

years. For example, several of the alleged breaches date back to 2016 on the face of the

allegations. Am. Compl. ¶¶ 248-49. To the extent Florida State continued to receive the benefits

of these contracts, see id. ¶¶ 131, 136, 147, 159, 190, Florida State has waived its claims based

on these alleged breaches. Despite being aware of these alleged breaches at the time they

occurred, Florida State continued to receive the benefits of the contracts and therefore

intentionally waived its right to excuse its own performance and assert a breach of contract

claim. Wheeler v. Wheeler, 263 S.E.2d 763, 766-67 (N.C. 1980). “The mere fact that the

nonbreaching party elects to continue performance or accept performance is enough to trigger

the waiver.” Id. “The presumption is that a party’s intentional election to continue performing

or receiving performance after knowledge of a breach is an indication that he does not consider

the contract totally repudiated and in fact probably still receives considerable benefit under it.”

Id. Florida State, by its intentional election over numerous years to continue receiving the

benefits of the ACC Constitution and the Grant of Rights, as amended, has waived any claim for

the breaches of those agreements that pre-dated its continued acceptance of the related benefits.

(2) Quasi-Estoppel

Under the theory of quasi-estoppel, “a party who accepts a transaction or instrument and

then accepts benefits under it may be estopped to take a later position inconsistent with the prior

36
acceptance of that same transaction or instrument.” NRC Golf Course, LLC v. JMR Golf, LLC,

731 S.E.2d 474, 481-82 (N.C. Ct. App. 2012) (quoting Whitacre P’ship v. Biosignia, Inc., 591

S.E.2d 870, 881-82 (2004)). By accepting those benefits, the party “ratifies” the instrument and

cannot avoid its obligations by subsequently disputing the validity of the instrument. Carolina

Medicorp, Inc. v. Bd. of Trs. of State of N.C. Teachers’ & State Emps. Comprehensive Major

Med. Plan, 456 S.E.2d 116, 120 (N.C. Ct. App. 1995). Based on the allegations of the amended

complaint, Florida State accepted the benefits of the ACC Constitution, including the

Withdrawal Payment, and the Grant of Rights, as amended, for years. Am. Compl. ¶¶ 66-67, 89-

97, 106-08, 118-22, 131, 136, 147, 159, 190. Indeed, Florida State accepted hundreds of

millions of dollars under those contracts. Id. As a result, Florida State is now estopped from

challenging the validity of those contracts under Counts II, V, VI, and VII. See Amick v. Amick,

341 S.E.2d 613, 615 (N.C. Ct. App. 1986) (by accepting the benefits of the agreement “for

several years,” the plaintiff “in essence ratified and affirmed it, and may be estopped from

questioning its validity and effect”).

(3) Statute of Limitations

The Florida Supreme Court has concluded that the application of a statute of limitations

is substantive in nature, not procedural. Merkle v. Robinson, 737 So. 2d 540, 542-43 (Fla. 1999).

As a result, when there is a choice of law question between different states, the statute of

limitations for tort actions is determined by the “significant relationship” test. Id.; Bates v. Cook,

Inc., 509 So. 2d 1112, 1114-15 (Fla. 1987). And the statute of limitations for contract-based

actions would be determined by the state whose law governs the contract under the lex loci

contractus principle. Lanoue v. Rizk, 987 So. 2d 724, 727 (Fla. 3d DCA 2008). As previously

discussed, the “significant relationship” test and the lex loci contractus principle and internal

37
affairs doctrines favor North Carolina law in this case. See supra pp. 15-17. Accordingly, for all

the claims in Florida State’s amended complaint, North Carolina law governs the statute of

limitations.8

In North Carolina, the statute of limitations for actions based upon a contract is three

years. N.C.G.S. § 1-52(1). It “begins to run when the contract has been breached and the cause

of action has accrued.” Pearce v. N. Carolina State Highway Patrol Voluntary Pledge Comm.,

312 S.E.2d 421, 424 (N.C. 1984). Many of the alleged contractual breaches in Florida State’s

amended complaint date back to 2016 or earlier. Am. Compl. ¶¶ 248-49. Thus, they are barred

by the statute of limitations. Similarly, the statute of limitations for a breach of fiduciary duty is

also three years. Toomer v. Branch Banking & Tr. Co., 614 S.E.2d 328, 335 (N.C. Ct. App.

2005). Yet the alleged fiduciary breaches date back to 2016 or earlier. Am. Compl. ¶¶ 252-55.

So they are also barred by the statute of limitations.

III. ALTERNATIVE MOTION TO STAY

For all the reasons explained above, dismissal is ultimately the right result. But because

the North Carolina case has priority over this one, the only viable call for today is to stay this

case pending disposition of the North Carolina case. Under Florida law, “[i]t is well-established

that in instances where co-sovereigns both maintain jurisdiction regarding a single dispute,

principles of comity dictate that the court in which jurisdiction first attaches should be given

priority regarding adjudication of its case.” Reliable Restoration, LLC v. Panama Commons,

L.P., 313 So. 3d 1207, 1209 (Fla. 1st DCA 2021). Courts call this the “principle of priority” and

apply it where the parties are litigating “substantially similar” claims in two courts. Id. at 1210.

8. Florida law holds public universities to the same statute of limitations as other parties
to an action. § 95.011, Fla. Stat.

38
 As with any motion to stay, the trial court’s ruling is discretionary. See Perelman v. Est.

of Perelman, 124 So. 3d 983, 986 (Fla. 4th DCA 2013). But Florida’s appellate courts routinely

grant certiorari to review and quash denial orders where no exceptional circumstances—which

are exceedingly rare in civil contract cases—justify departing from the principle. See, e.g., Toth

v. Toth, 359 So. 3d 352, 354 (Fla. 4th DCA 2023). The First District Court of Appeal is no

exception and recently held that the principle of priority “required” staying a Florida case

pending resolution of a Georgia case involving substantially the same parties and substantially

the same contract-based claims. Reliable Restoration, 313 So. 3d at 1210 (“The initial question

we address is whether the lawsuits are substantially similar; if they are, a stay is required in

favor of the earlier action.”) (emphasis added).

In this case, the principle of priority requires a stay because: (1) the same parties are

litigating over the same contracts in both North Carolina and Florida; (2) North Carolina has

priority because jurisdiction first attached there;9 and (3) Florida State cannot establish any

exceptional circumstances that would justify denying a stay.

9. In alternatively arguing for a stay, the ACC is not conceding that this Court has
personal jurisdiction over it or that venue exists in Leon County. Moreover, as shown below,
when analyzing priority, courts view attachment of jurisdiction as a time-based inquiry, which
makes sense for at least two reasons. First, “jurisdiction” is multifaceted; for example, subject
matter jurisdiction can be challenged at any time, even for the first time on appeal. If the non-
priority court had to wait until all aspects of “jurisdiction” were finally decided, the priority
principle would have no teeth. Second, the principle requires granting a stay, not a dismissal. So
if the priority court ultimately dismisses its case (or otherwise fails to go to final judgment for
any reason), the other court simply lifts the stay and picks up where it left off—including ruling
on any outstanding “jurisdictional” issues of its own. Cf. In re Guardianship of Morrison, 972
So. 2d 905, 909-10 (Fla. 2d DCA 2007) (“[U]nresolved questions regarding the out-of-state
court’s jurisdiction . . . did not bear on this court’s decision that the principle of priority
applied.”).

39
 (1) The same parties are litigating over the same contracts in North Carolina and Florida.

To satisfy the threshold requirement of “substantial similarity,” “[c]omplete identity of

the parties and claims is not required.” Sorena v. Gerald J. Tobin, P.A., 47 So. 3d 875, 878 (Fla.

3d DCA 2010). Rather, “the pivotal question is whether the second-filed action is sufficiently

similar in parties and issues as to be unnecessarily duplicative of the prior-filed proceeding.”

Inphynet Contracting Servs., Inc. v. R.V. Matthews III, 196 So. 3d 449, 464 (Fla. 4th DCA 2016);

see also Florida Crushed Stone Co. v. Travelers Indem. Co., 632 So. 2d 217, 220 (Fla. 5th DCA

1994) (“The causes of action do not have to be identical” to require a stay; “it is sufficient that

the two actions involve a single set of facts and that resolution of the one case will resolve many

of the issues involved in the subsequently filed case.”). In other words, Florida courts apply the

principle where the claims “stem from the same nucleus of facts” so that resolution of one case

will “likely . . . resolve some questions of fact or materially affect the viability of some claims”

in the other case. OPKO Health, Inc. v. Lipsius, 279 So. 3d 787, 792 (Fla. 3d DCA 2019).

The facts here trigger the principle. The parties are the same. And although the causes of

action in North Carolina are not identical to the causes of action here, they do not have to be. It

is enough that the claims in both courts “stem from the same nucleus of facts”—i.e., resolving

competing claims about decades-old contracts between Florida State and the ACC, which will

necessarily determine the proper meaning and application of those contracts, including Florida

State’s obligations under them. Comparing the operative complaint here to the operative North

Carolina complaint leaves no room to conclude otherwise.10 For example, both parties disagree

as to the enforceability of the contracts. The Grant of Rights and Amended Grant of Rights

10. As previously noted, the pertinent North Carolina filings, including the operative
complaint, are attached to the ACC’s contemporaneously filed Request for Judicial Notice.

40
cannot be simultaneously enforceable (as pressed for in North Carolina) and unenforceable (as

pleaded for here). The parties also bring competing claims of breach. Any judgment will bear

on the other party’s ability to assert affirmative defenses and counterclaims. In short, any

judgment entered by this Court on any relief sought by Florida State runs the risk of competing

with any judgment entered by the North Carolina court. Cf. Reliable Restoration, 313 So. 3d at

1210 (“[B]oth lawsuits boil down to the question of who wronged whom during the execution of

the contract. There is little question that the progression of the Georgia case will likely resolve

issues raised in the subsequently filed Bay County case. This renders the cases substantially

similar.”).

(2) Jurisdiction first attached in North Carolina.

Under Florida law, for purposes of the principle of priority, jurisdiction attaches with

service of process. See, e.g., Shooster v. BT Orlando Ltd. P’ship, 766 So. 2d 1114, 1116 (Fla.

5th DCA 2000) (concluding the principle of priority required staying a state court action because

“under Florida procedural law the federal court exercised jurisdiction over the cause first with

the earlier service of process”); OPKO Health, 279 So. 3d at 793 (“[S]ervice was perfected [in

the Delaware action] more than two weeks before service was perfected in the [Florida] action,”

making it “clear the ball was rolling in Delaware before Florida”) (cleaned up). One Florida

court has held that where another state court action is competing for priority with a Florida state

court action, the trial court should look to the law of the other state to determine when

jurisdiction attaches there. See Perelman, 124 So. 3d at 986 (“[W]e must look to Pennsylvania

law to determine when Pennsylvania first exercised jurisdiction.”). Here, this distinction makes

no difference because, like Florida, in North Carolina, the summons is the jurisdictional

document. See, e.g., City of Monroe v. Niven, 20 S.E.2d 311, 312 (N.C. 1942) (“It is the service

41
of process in some manner authorized by law that causes the jurisdiction of the court to attach to

and give the court control of the party thus brought into court.”); Jones v. Trinity Highway

Products, LLC, 2021-NCCOA-712, ¶ 25, 2021 WL 6051153, at *7 (N.C. Ct. App. 2021) (“The

summons constitutes the means of obtaining jurisdiction over the defendant. The summons, not

the complaint, constitutes the exercise of the power of the State to bring the defendant before the

court.” (quoting Latham v. Cherry, 433 S.E.2d 478, 480 (N.C. Ct. App. 1993))).

With priority measured as it must be from service of process, there is no doubt that the

North Carolina case has priority. The ACC served Florida State with process in the North

Carolina action before Florida State had even filed this action. Moreover, the parties have

stipulated that Florida State was validly served with the ACC’s Complaint on December 22,

2023, while the ACC did not accept service of Florida State’s Complaint until December 28,

2023. Compare Ex. 4 (North Carolina Stipulation), with Ex. 5 (Florida Stipulation). Although

amended complaints have since been filed in both courts, amendments do not impact the priority

analysis. See Ocwen Loan Servicing, LLC v. 21 Asset Mgmt. Holding, LLC, 307 So. 3d 923,

925-26 (Fla. 3d DCA 2020) (rejecting the argument a Florida state court “was the first to

exercise jurisdiction” where the state complaint was filed and served after the original federal

complaint was filed and served but before the federal amended complaint). In any event, the

Conference amended its complaint on January 17, 2024, while Florida State’s amended

complaint was filed on January 29, 2024.

(3) Florida law requires a stay.

Although this Court has discretion in ruling on any motion to stay, “[a]bsent

extraordinary circumstances, a trial court abuses its discretion when it fails to respect the

principle of priority.” Perelman, 124 So. 3d at 986. Such circumstances almost always center

42
on undue delay by the court with priority, see In re Guardianship of Morrison, 972 So. 2d 905,

910 (Fla. 2d DCA 2007), and are usually implicated in “time-sensitive cases involving child

custody, visitation, and support, or probate issues.” Toth, 359 So. 3d at 354. Indeed, Florida

caselaw appears to be missing a single example of an exceptional circumstance that warranted

departing from the principle of priority in an analogous civil case centered on a contractual

dispute between highly sophisticated parties. In contrast, examples abound of analogous cases

where trial courts denied priority-based stays only to have those orders quashed:

Because the cases are substantially similar, comity requires that the latter case be
stayed in favor of the case where jurisdiction first attached. Because service was
perfected in the in personam Georgia action prior to the filing of the Bay County
case, jurisdiction first attached there. The Georgia case has priority, and nothing
in the record indicates the possibility of delay in the earlier action or any other
possible exceptional circumstances which would warrant denying the stay.

Reliable Restoration, 313 So. 3d at 1211.

Similarly, the facts here underscore why there is no reason to deny a stay. The North

Carolina court is addressing “the same general dispute,” and it is acting with alacrity. Id. at

1208. It has already assigned the case to its specialized business court. That court has issued an

Interim Order and a briefing schedule, and it has noticed for hearing pending motions on claims

related to the very contracts that Florida State challenges in this Court. See ACC’s Request for

Judicial Notice (filed Feb. 16, 2024).

In sum, the principle of priority applies, Florida State has stipulated to facts establishing

that the North Carolina court has priority, and Florida State cannot show exceptional

circumstances that would justify denying a priority-based stay. Accordingly, the Court should

stay this case pending disposition of the North Carolina case.

43
 IV. CONCLUSION

Florida law requires a stay pending disposition of the North Carolina priority case. If the

Court does not issue a stay, dismissal is required. Florida State’s amended complaint fails to

establish that this Court has personal jurisdiction over the ACC or that venue is proper in Leon

County. The amended complaint also fails to state a cause of action, and affirmative defenses

apparent on the face of the amended complaint further topple several of Florida State’s claims.

The Court should grant a stay and reserve ruling on the dismissal arguments pending disposition

of the North Carolina case.

Dated: February 16, 2024 Respectfully submitted,

/s/ Alan Lawson

ALAN LAWSON
FLORIDA BAR NUMBER: 709591
JESSICA SLATTEN
FLORIDA BAR NUMBER: 27038
RAYMOND F. TREADWELL
FLORIDA BAR NUMBER: 93834
AMBER STONER NUNNALLY
FLORIDA BAR NUMBER: 109281
ROBERT E. MINCHIN III
FLORIDA BAR NUMBER: 1033022
LAWSON HUCK GONZALEZ, PLLC
215 South Monroe Street, Suite 320
Tallahassee, FL 32301
Telephone: 850-825-4334
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]

Counsel for Defendant Atlantic Coast Conference

44
 CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing has been filed via the

Florida Courts E-Portal, and a copy of said document has been served via the Florida Courts E-

Portal on February 16, 2024, to all counsel of record.

/s/ Alan Lawson

Alan Lawson

45
 EXHIBIT 1
ACC’s Constitution and Bylaws
(Excerpts from 2023-2024 ACC Manual)
CONSTITUTION

ACC MANUAL
2023 | 2024
ACC | CONSTITUTION

CONSTITUTION
1.1 NAME

The name of this association shall be the Atlantic Coast Conference, hereinafter referred to as the
“Conference”.

1.2 PURPOSE

1.2.1 General Purpose.

It is the purpose and function of this Conference to enrich and balance the athletic and educational
experiences of student-athletes at its member institutions (collectively, the “Members”), to enhance
athletic and academic integrity among its members, to provide leadership, and to do this in a spirit of
fairness to all. The Conference aims to:
a. Enhance the academic and athletic achievement of student-athletes;
b. Increase educational opportunities for young people;
c. Foster quality competitive opportunities for student-athletes in a broad spectrum of amateur
sports and championships;
d. Promote amateurism in intercollegiate athletics;
e. Coordinate and foster compliance with Conference and NCAA rules;
f. Stimulate fair play and sportsmanship;
g. Encourage responsible fiscal management and further fiscal stability;
h. Provide leadership and a voice in the development of public attitudes toward intercollegiate
sports;
i. Address the future needs of athletics in a spirit of cooperation and mutual benefit of the Members;
and
j. Promote mutual trust and friendly intercollegiate athletic relations between the Members.

1.2.2 Principle of Diversity, Inclusion and Equity.

The Conference and its Members are committed to diversity, inclusion, and equity among our student-
athletes, staff, coaches, administrators, and leaders. The promotion of diversity, inclusion, and equity are
integral to the structure, programs, legislation, and policies of the Conference and its Members.

1.3 INSTITUTIONAL CONTROL

There shall be institutional responsibility and control of intercollegiate athletics at the Member level. Each
Member is responsible for conducting its intercollegiate athletics program in compliance with rules and
regulations of the NCAA and the Conference. The Member’s CEO (as defined below) is ultimately
responsible for the administration of all aspects of the athletics program, including approval of the
budget and audit of all expenditures.

The Member’s responsibility for the conduct of its intercollegiate athletics program includes
responsibility for the actions of its staff members and for the actions of any other individual or
organization engaged in activities promoting the athletics interests of the Member.

10 2023-24 ACC MANUAL

 CONSTITUTION | ACC

1.4 MEMBERSHIP

1.4.1 Current Membership.

The Conference is composed of the following Members:

Boston College North Carolina State University

Clemson University University of Notre Dame
Duke University University of Pittsburgh
Florida State University Syracuse University
Georgia Institute of Technology University of Virginia
University of Louisville Virginia Polytechnic Institute & State University
University of Miami Wake Forest University
University of North Carolina

1.4.2 Required Teams.

Each member shall meet NCAA Division I Football Bowl Subdivision membership requirements regarding
the minimum number of teams. Further, each Member shall have a men’s and women’s basketball team,
a football team, and either a women’s soccer team or a women’s volleyball team.

1.4.3 Admission of New Members.

a. Prior to considering admission of new Members, the Board (as defined in Section 1.5.1.1) shall
consider the desirability of expansion generally and the ramifications of any potential expansion
on Conference revenues, scheduling, student-athlete welfare, and the pool of prospective
Members, among other issues.

b. Prospective Members must be proposed for admission by three Directors (as defined in Section
1.5.1.2).

c. Upon proper nomination for admission as outlined in Section 1.4.3(b), a prospective Member shall
submit to the Conference office (Attention: Commissioner) an expression of interest for
admission and all information the Conference has requested be included with such initial
submission, including but not limited to, information regarding the institution’s academic and
athletic cultures, the most recent report of the accrediting agency for colleges and universities,
the Equity in Athletics Disclosure Act (EADA) report, and the NCAA Committee on Institutional
Performance report. The information will be distributed to the Board, and if authorized by the
Board, the faculty athletics representatives, and athletics directors of all Members.

d. Thereafter, the prospective Member shall promptly submit to the Conference such additional
information as may be requested by the Conference.

e. A favorable vote of three-fourths of the Directors is required to extend an invitation for

membership to the Conference.

f. Participation by the new Member in Conference revenues and all other terms and conditions
under which the new Member will join the Conference, including the amount, payment schedule
and other terms for any fee payable to the Conference by the new Member, will be determined by
a three-fourths (¾) vote of the Board at the time of admission.

2023-24 ACC MANUAL 11

ACC | CONSTITUTION

1.4.4 Expulsion/Suspension/Probation of Members.

A Member may be expelled, suspended, or placed on probation by the Conference only upon the favorable
vote of three-fourths of the Directors (excluding the Director appointed by the Member under
consideration). To expel means a complete severance from the Conference in all sports. To suspend
means a temporary severance under stated conditions from the Conference in one or more sports.

Among the reasons a Member may be expelled, suspended, or placed on probation for good cause is if
it no longer participates in one or more sports which are required for membership in the Conference, if
the Member is required by the NCAA to discontinue such required sport because of violations of NCAA
regulations, or such Member or one or more of its sports programs becomes incompatible with the
objectives of the Conference.

The effective date of any expulsion shall be June 30. In the event of expulsion, the Conference must
provide the Member with the specific reasons for expulsion and a notice of expulsion on or before August
15 of the year preceding the June 30 expulsion date. The expelled Member will receive a proportionate
share of the distribution made to Members with respect to the fiscal year ending on the June 30 expulsion
date, unless its share has previously been reduced due to a suspension or probation, in which case it
shall receive such reduced share.

In the event of suspension or probation, the Conference may enforce penalties immediately.

In any sport in which a Member is ineligible for postseason play because of violations of NCAA or
Conference regulations, the Member may be suspended in that sport. If suspended, the Member shall
not be eligible for the Conference championship in that sport and may be required to forfeit its share of
any or all Conference revenues generated by that sport.

1.4.5 Withdrawal of Members.

To withdraw from the Conference, a Member must file an official notice of withdrawal with each of the
Members and the Commissioner on or before August 15 for the withdrawal to be effective June 30 of
the following year.

Upon official notice of withdrawal, the Member will be subject to a withdrawal payment, as liquidated
damages, in an amount equal to three times the total operating budget of the Conference (including any
contingency included therein), approved in accordance with Section 2.5.1 of the Bylaws of the
Conference (the “Bylaws”), which is in effect as of the date of the official notice of withdrawal. The
Conference may offset the amount of such payment against any distributions otherwise due such
Member for any Conference year. Any remaining amount due shall be paid by the withdrawing Member
within 30 days after the effective date of withdrawal. The withdrawing Member shall have no claim on
the assets, accounts, or income of the Conference.

1.5 GOVERNANCE STRUCTURE

1.5.1 Board of Directors.

1.5.1.1 Authority. Except as otherwise provided in this Constitution, the Bylaws, or resolutions of
the board of directors of the Conference (the “Board”), all of the powers of the Conference shall
be exercised by or under the authority of the Board, and all of the activities and affairs of the
Conference shall be managed by or under the direction, and subject to the oversight, of the Board

12 2023-24 ACC MANUAL

 CONSTITUTION | ACC

in accordance with this Constitution and the Bylaws. Notwithstanding anything to the contrary in
the Constitution, Bylaws or such resolutions, or in the Sports Operations Code, General Policies
and Procedures or otherwise in the Manual, the Board shall have the right to take any action or
any vote on behalf of the Conference, and each Director shall have the right to take any action or
any vote on behalf of the Member it represents, even if such right could be taken or exercised by
another committee or person if the Board or such Director did not choose to exercise such right.

1.5.1.2 Composition, Terms and Vacancies. The Board shall be composed of a representative of
each Member (each a “Director”), provided that each Director must be the most senior executive
officer of such Member, whether such position is characterized as president, chancellor, chief
executive officer or otherwise. In these capacities, these persons are occasionally referred to in
this Constitution or the Bylaws as the “CEOs” of the Members they represent. The Commissioner
shall also serve on the Board as an ex-officio, non-voting member and shall not be counted
towards any quorum requirements. No election or appointment of any other Director shall be
required or permitted. The term of each Director shall continue for so long as the Director is
serving as the CEO of the Member it represents. If a vacancy occurs on the Board, other than due
to the termination or withdrawal of a Member, the Member with a vacancy on the Board shall
designate an individual to fill the vacancy on an interim basis until such time as a new CEO of
such Member is appointed. Such interim appointee shall either be the acting or interim CEO of
such Member or a person discharging a substantial portion of the duties of the CEO on an acting
or interim basis. The remaining Directors shall have the authority, by majority vote, to remove
from, or to refuse to recognize or seat on, the Board, any designee who fails to meet the criteria
set forth in this Section 1.5.1.2.

1.5.1.3 Expelled and Withdrawing Member. The CEO of any Member that is expelled pursuant to
Section 1.4.4 or withdraws from the Conference pursuant to Section 1.4.5 shall automatically
cease to be a Director and such CEO and any other representative of such expelled or withdrawing
Member that is then serving on any other Committee of the Conference shall automatically cease
to be a member of such Committee, and shall cease to have the right to vote on any matter as of
the effective date of the expulsion or withdrawal. During the period between delivery of a notice
of expulsion or withdrawal and the effective date of the expulsion or withdrawal, the Board, the
Executive Committee and any other Committee may withhold any information from, and exclude
from any meeting (or portion thereof) and/or any vote, the Director and any other representatives
of the expelled or withdrawing member, if the Board determines that (i) the relevant matter relates
primarily to any period after the effective date of expulsion or withdrawal, (ii) such information is
proprietary or confidential or (iii) such attendance, access to information or voting could present
a conflict of interest for the expelled or withdrawing member or is otherwise not in the best
interests of the Conference, as determined by the Board.

1.5.1.4 Chair and Vice Chair. The Board shall elect a chairperson of the Board (the “Chair”) and a
vice chairperson of the Board (the “Vice Chair”) from among the Directors, each of whom shall
serve for a term of two (2) years beginning on July 1 and ending on June 30, unless the Board
determines a shorter term is appropriate. No Director shall be eligible to serve in the same
position as Chair or Vice Chair for more than one (1) two (2)-year term unless a period of 6 years
has passed since such Director last served in such position. For clarity, the foregoing sentence
does not prevent a Director from serving one term as Chair and one term as Vice Chair within
such six-year time period. In the event of any vacancy in the position of Chair or Vice Chair, any
successor selected by the Board who serves out the remaining term of his or her predecessor
shall remain eligible to serve an additional full two-year term unless the unexpired term filled by

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such successor is 18 months or longer. The Chair shall preside at all meetings of the Board at
which he or she is present, and the Vice Chair shall preside at all meetings of the Board at which
the Chair is not present. The Board shall have the right to remove the Chair and/or the Vice Chair
from such offices (but not the position of Director) at any time that the Board determines that
such removal is in the best interests of the Conference.

1.5.1.5 Meetings of the Board.

1.5.1.5.1 Frequency; Notice and Participation. Unless the Board shall otherwise decide,
the Board shall meet at least three (3) times each year, which generally shall 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 (“Regular Meetings”). The times and places of each Regular
Meeting will be arranged by the Chair, who shall provide at least ninety (90) days’ notice
of each Regular Meeting to the Directors; provided that at the beginning of each one (1)
year period beginning with the Annual Meeting (as defined below), the Chair may provide
a single notice of all Regular Meetings for that year, or for a lesser period, without having
to give notice of 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.
Special meetings also may be called by any three (3) Directors who serve on the Executive
Committee pursuant to Section 1.5.3.1(iv) or by any three (3) Directors who do not also
serve on the Executive Committee if they believe any item that is to be taken up by the
Executive Committee (but has not yet been voted on by the Executive Committee) should
instead be addressed by the full Board. Any special meetings shall be called upon at least
three (3) days’ notice (which notice shall state the purpose of the special meeting), unless
notice is waived by three-fourths (3/4) of the Directors. Voting by proxy is not permitted.
Any or all of the Directors may participate in and vote at any meeting of the Board by any
means of communication by which all participants may simultaneously hear each other
during the meeting and any Member attending by such means shall be deemed “present”
for all quorum and voting purposes. Participation in a meeting by substitute
representation is not permitted, unless determined otherwise in the specific case by the
Chair, but in no event shall voting by a substitute representative be permitted.

1.5.1.5.2 Waiver of Notice. Before or after the date and time stated in the notice of any
meeting of the Board, any Director may waive on such Director’s own behalf any required
notice of that meeting or any other required process with respect to any business to be
conducted at that meeting by delivering to the Conference a written waiver of such notice
or process by mail or by electronic transmission, which shall be filed with the corporate
records of the Conference. Any Director who attends or participates in a meeting shall be
deemed to have waived any required notice or process, unless the Director attends for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any
business at the meeting on the ground that the meeting is not permitted to be called or
convened or the required process for any business to be conducted has not been followed.
Any waiver of notice or process with respect to a Board meeting shall only be effective if
waived (or deemed waived) by three-fourths (3/4) of all the Directors.

1.5.1.5.3 Method of Notice. Any notice, request, consent, or other communication to any
Director shall be deemed given effectively on the date delivered if given in person or by e-
mail, one (1) business day after being transmitted by a nationally recognized overnight

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delivery service, or five (5) business days after being sent by U.S. certified mail, return
receipt requested, addressed to such Director at such Director’s mail or e-mail address as
it appears on the records of the Conference. Unless otherwise set forth in this Constitution
or the Bylaws, any writing required or permitted hereunder may be in electronic form.

1.5.1.5.4 Action without Meeting. Any action of the Board required or permitted to be
taken at any meeting of the Board may be taken without a meeting if each Director
consents in writing or by electronic transmission and such writing or electronic
transmission is filed with the corporate records of the Conference.

1.5.1.5.5 Annual Meetings. Unless the Board shall otherwise decide, a Regular Meeting
occurring at any time between May 1 and May 31 of the calendar year shall constitute the
annual meeting of the Board (the “Annual Meeting”) and shall be deemed to constitute,
unless the Chair shall designate otherwise, the annual meeting of the Members, which
shall be held at a time and place fixed by the Chair.

1.5.1.5.6 Agenda. The agenda for each Board meeting shall be prepared by the
Commissioner in consultation with the Chair and shall include all items submitted to the
Commissioner by at least three (3) Directors no later than fifteen (15) business days
before such meeting. The Commissioner shall be 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 prior to each special meeting of the Board. Except for Absolute Two-
Thirds Matters (as defined below) and Absolute Three-Fourths Matters (as defined below),
additional items may be added to the agenda at the meeting with the approval of the Board
in accordance with Section 1.6.2. The Secretary (as defined below) shall cause draft
minutes of each meeting of the Board and copies of all reports submitted at such
meetings to be distributed to the Directors within thirty (30) days after the conclusion of
each meeting. Any Director wishing to propose modifications to such draft minutes shall
do so in a writing to the Secretary within the succeeding thirty (30) day period. The agenda
for the next meeting shall include the adoption of such minutes, with such amendments
as the Board may approve.

1.5.1.5.7 Attendees at Board Meetings; Executive Sessions. The Chair may invite
persons other than Directors and the Commissioner to attend meetings of the Board,
including, without limitation, the chairs of the Advisory Committees (as defined below),
the officers of the Conference and any outside advisors or consultants to the Conference;
provided that no such persons shall count toward a quorum nor be entitled to vote on any
matter. The Board, at the request of the Chair or at least three (3) Directors, may meet in
executive session in which one or more of such invited persons or the Commissioner may
not be invited to attend. The Chair may, however, invite to such executive session internal
or external counsel or any outside expert whose advice the Chair reasonably believes to
be necessary or advisable to assist the Board in such executive session.

1.5.2. Officers.

1.5.2.1 Commissioner.

1.5.2.1.1 Appointment and Employment Terms. The Board shall appoint one person to
serve as the chief executive officer and president of the Conference, who shall have the

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title of “Commissioner” (the “Commissioner”). A vote of at least two-thirds (2/3) of the

Directors shall be necessary (a) to authorize the appointment, extension of the term, or
removal of the Commissioner, and (b) in connection with any appointment or extension,
to determine the Commissioner’s salary, other compensation and benefits, length of term
in office, and other terms and conditions of employment; provided, that by a vote of at
least two-thirds (2/3) of the Directors, the Board may delegate, within such parameters as
it shall establish, final authority over the negotiation or modification of one or more of
such employment matters and any related employment agreement to the Executive
Committee or another committee formed for such purpose. Any terms and conditions of
the Commissioner’s employment (including upon a removal) shall be subject to any
contractual rights the Commissioner may have.

1.5.2.1.2 Authority and Duties. The Commissioner shall have general supervision and
direction of the day-to-day activities and affairs of the Conference and shall have such
other authority as the Board may determine from time to time. The Commissioner shall
report to, and be subject to the direction and supervision of, the Board. The Commissioner
shall perform such duties as are prescribed in Sections 2.2.1 and 2.3.1 of the Bylaws and
such other duties and responsibilities as may be established by the Board from time to
time.

1.5.2.2 Other Officers.

1.5.2.2.1 President. The Commissioner shall also serve as the President of the
Conference and will have such duties as may be established by the Board or as are
generally incident to the office of President.

1.5.2.2.2 Secretary. The Board shall appoint one person (who shall not be the
Commissioner) to serve as the secretary of the Conference (the “Secretary”) under the
supervision of the Board and the Commissioner. The Secretary shall attend all meetings
of the Board and record all votes of the Board, prepare and retain in the Conference’s
records the minutes of all meetings of the Board, and perform similar duties for all
Committees if requested by such Committees, it being understood that each Committee
shall have the authority to appoint a Committee designee to perform any or all of such
tasks. The Secretary shall give, or cause to be given, notice of all meetings of the Board,
and shall have charge of the books, records and papers of the Conference and shall see
that the reports, statements, and other documents required by law to be kept and filed are
properly kept and filed. The Secretary shall perform such other duties as may be
established by the Board or the Commissioner or as are generally incident to the office of
Secretary.

1.5.2.2.3 Treasurer. The Board shall appoint one person (who shall not be the
Commissioner) to serve as the treasurer of the Conference (the “Treasurer”) under the
supervision of the Board and the Commissioner. Subject to any applicable policies of the
Board, the Treasurer shall have custody of the Conference funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging to the
Conference, and shall keep the moneys of the Conference in one or more separate
accounts to the credit of the Conference. The Treasurer shall have the authority to take all
actions and to sign all agreements necessary or advisable to open and administer the
Conference’s bank accounts and shall disburse the funds of the Conference as may be

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ordered by the Board or the Commissioner, taking proper vouchers for such
disbursements, and shall render to the Chair, the Vice Chair and the Board, at Regular
Meetings, or whenever they may require it, an account of all transactions as Treasurer and
of the financial condition of the Conference. The Treasurer shall perform such other duties
as may be established by the Board or, subject to any applicable policies of the Board, the
Commissioner or as are generally incident to the office of Treasurer.

1.5.2.2.4 Additional Officers. The Conference shall have such other officers (e.g., Vice
President(s)) as may from time to time be appointed or elected by the Board or by the
Commissioner (but only to the extent such authority has been granted to the
Commissioner by the Board). Each officer shall have the authority to perform the duties
set forth in this Constitution or the Bylaws or, to the extent consistent with this
Constitution and the Bylaws, established by the Board, subject to any applicable policies
of the Board, by the Commissioner. Except as set forth in this Section 1.5.2, one person
may simultaneously hold any two or more offices.

1.5.2.2.5 Appointment and Removal of Officers. Officers of the Conference (other than
the Commissioner) shall be appointed by the Board at the Annual Meeting and shall
continue in office from July 1 through June 30; provided, that in the event the Board shall
fail to appoint a new officer to any office prior to June 30, the person holding such office
shall continue to hold such office until the earlier of appointment of such person’s
successor or such person’s removal, resignation, death, or incapacity. The Board shall
have the right to remove any Officer of the Conference at any time that the Board
determines that such removal is in the best interests of the Conference, subject to any
contractual rights the individual may have with the Conference and, in the case of the
removal of the Commissioner, the two-thirds (2/3) voting requirement under Section
1.5.2.1.1.

1.5.3. Executive Committee.

Unless otherwise determined by the Board, there shall be an executive committee (the “Executive
Committee”) consisting of the Chair, the Vice Chair and four (4) other Directors, who shall rotate among
the Members in accordance with a rotation order determined by three-fourths (3/4) of the Board, provided
that service as Chair or Vice Chair shall count as a rotation opportunity. If the election of a Chair or Vice
Chair requires a change in the Executive Committee rotation, such change shall be determined by a
majority of the Board. The Chair shall serve as chairperson and the Vice Chair as the vice chairperson of
the Executive Committee. The Commissioner and the chairs of the AD Committee, FAR Committee and
SWA Committee shall serve as ex-officio, non-voting members of the Executive Committee and shall not
be counted towards any quorum requirements.

1.5.3.1 Duties. Between Board meetings, the Executive Committee shall serve as a forum for the
Chair or the Commissioner to seek advice on strategic, operating, and other matters relating to
the Conference. In addition, if requested by the Chair or requested by the Commissioner and
approved by the Chair between Board meetings, the Executive Committee shall have the authority
to take any action on behalf of the full Board that could have been taken by the affirmative vote
of a simple majority of the Directors at a meeting at which a quorum is present, excluding (i) the
approval of the budget, (ii) the approval of any change in the rotation order of the Executive
Committee, (iii) the approval of any matter that under applicable law must be approved by the
Board (and may not be delegated to a committee) and (iv) the approval of any matter that at least
three Directors serving on the Executive Committee request be submitted to the full Board

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(provided such request is made prior to any vote by the Executive Committee on such matter).
For the avoidance of doubt, (a) except as provided in clause (iv) of the foregoing sentence, the
Chair shall determine whether the Executive Committee may act on behalf of the Board between
meetings or whether to call a special meeting of the Board and (b) the Executive Committee shall
not have the authority to take any action that under this Constitution or the Bylaws would require
the affirmative vote of more than a majority of the Directors who are present for such vote,
including the Absolute Two-Thirds Matters and the Absolute Three-Fourth Matters. If an agenda
for an Executive Committee meeting is prepared in advance of the meeting, the Commissioner
shall, if practicable, distribute such agenda to the full Board prior to the Executive Committee
meeting.

1.5.3.2 Term of Executive Committee Members. The Chair and Vice Chair shall each serve on the
Executive Committee for the duration of their terms in such offices; any removal of a Director as
Chair or Vice Chair also shall automatically be a removal from the Executive Committee unless
the Board otherwise decides. The remaining members of the Executive Committee shall be
Directors selected in accordance with the rotation described in Section 1.5.3 and each shall serve
a two (2) year term; provided that the Board shall have the right to create initial one-year terms
for one or more members of the Executive Committee to create staggered terms and such initial
one (1) year term shall not count against the aggregate two (2) year term limit described in the
following sentence. Any Member whose Director has served one (1) two (2)-year term on the
Executive Committee (including any Director completing a term as Chair or Vice Chair) shall not
be eligible for reappointment on the Executive Committee until such Member is next in the
rotation described in Section 1.5.3, unless such Director has been elected Chair or Vice Chair in
accordance with Section 1.5.1.4.

1.5.3.3 Meetings of the Executive Committee; Executive Sessions. The Executive Committee
may invite persons not on the Executive Committee to attend its meetings if such attendance is
approved by the Chair (unless disapproved by a majority of the Executive Committee members),
but such person shall not count toward a quorum nor be entitled to vote on any matter. The
Executive Committee at the request of the Chair or at least three (3) Directors on the Executive
Committee may meet in executive session in which one or more of such invited persons or the
ex-officio members may not be invited to attend.

1.5.3.4 Vacancies. If a vacancy occurs in the positions of Chair or Vice Chair, the individual
designated by the Board under Section 1.5.1.4 to serve as his or her successor in such position
shall serve on the Executive Committee for the remaining term that such person serves as Chair
or Vice Chair. If a vacancy occurs in any other seat on the Executive Committee, other than due
to the expulsion or withdrawal of a Member, then the individual designated by the Member to fill
its vacancy on the Board in accordance with Section 1.5.1.2 shall serve out the remaining term of
the departing member of the Executive Committee. If a vacancy occurs on the Executive
Committee (other than the Chair or Vice Chair) as a result of the expulsion or withdrawal of a
Member, then such vacancy shall be filled in accordance with the rotation described in Section
1.5.3 and service of the remaining term of the departing member of the Executive Committee
shall not count against the aggregate two (2) year term limit.

1.5.3.5 Notice and Conduct of Meetings; Quorum and Required Vote; Action without Meeting.
Meetings of the Executive Committee may be called by the Chair, the Commissioner or at three
least Directors serving on the Executive Committee. Unless waived by all Directors on the
Executive Committee, notice of any meeting of the Executive Committee shall be given at least

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three (3) days prior to such meeting. If all members of the Executive Committee are present at a
meeting and no objection is made as to notice or the absence of any other required process, no
notice or other process shall be required and any business authorized under this Constitution or
the Bylaws may be transacted at the meeting. Except as otherwise provided by applicable law,
this Constitution or the Bylaws, two-thirds (2/3) of all the Directors on the Executive Committee
shall constitute a quorum and, if a quorum is present when a vote is taken, the affirmative vote of
a majority of the Directors present and eligible to vote shall be the act of the Executive Committee.
Voting by proxy is not permitted. Any or all members of the Executive Committee may participate
in any meeting by any means of communication by which all participants may simultaneously
hear each other during the meeting and any member attending by such means shall be deemed
“present” for quorum purposes. Participation in a meeting by substitute representation is not
permitted, unless determined otherwise in the specific case by the Chair, but in no event shall
voting by a substitute representative be permitted. Any action of the Executive Committee
required or permitted to be taken at any meeting of the Executive Committee may be taken
without a meeting if all Directors on the Executive Committee eligible to vote consent thereto in
writing or by electronic transmission and such writing(s) or electronic transmission(s) are filed
with the records of the proceedings of the Executive Committee.

1.5.3.6 Notice of Executive Committee Decisions. The Chair will periodically provide the full
Board with notice of all Executive Committee decisions that constitute action on behalf of the
Board within a reasonable period of time after such decisions have been made, but in no event
later than the date of the next Regular Meeting or special meeting of the Board.

1.5.4 Committees.

1.5.4.1 Establishment of Committees. The Board may from time to time establish committees
of the Board (in addition to the Executive Committee, which has been established under Section
1.5.3) (“Committees”), on a standing or ad hoc basis, including but not limited to those expressly
provided for in Section 2.4 of the Bylaws. At or about the time of the Annual Meeting, the Board
shall elect the Directors to serve in any positions to be open on the following July 1 on any
Committee comprised entirely of Directors. With respect to any Committee that is not comprised
entirely of Directors and does not by its nature have a specified number of representatives per
Member (e.g., FAR Committee, SWA Committee, AD Committee, Student-Athlete Advisory
Committee), (a) the Members or their representatives may nominate individuals to serve on such
Committees by submitting such nomination to the Commissioner and the Chair at least six weeks
prior to the Annual Meeting, (b) the Commissioner and the Chair shall recommend to the
Executive Committee the individuals to serve on each Committee by proposing a slate of
nominees for the positions expected to be open on such Committee on the following July 1 at
least two weeks prior to the Annual Meeting, and (c) each such Committee slate shall be subject
to approval as a slate by the Executive Committee at or about the time of the Annual Meeting,
with appointed persons to begin serving on the immediately following July 1. Each Committee
shall have such authority as the Board may determine; provided, that, except as expressly
provided in the Constitution or the Bylaws or by the Board, no Committee (including any
Committee described in Section 2.4 of the Bylaws) shall (i) be authorized to act on behalf of the
Board, (ii) have the power to bind the Conference or (iii) have any power which is specifically
required by law, this Constitution, the Bylaws or any resolution of the Board to be exercised by the
full Board or the Executive Committee. Subject to the foregoing sentence, the establishment or
disbanding of any Committee, other than those explicitly provided for in the Bylaws, shall not
require an amendment of this Constitution or the Bylaws, and shall instead be accomplished by

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a vote of the Board in accordance with Section 1.6.2.

1.5.4.2 Terms and Vacancies. All Committee terms shall begin on July 1 and end on June 30.
Directors serving on the Audit Committee, Finance Committee or Autonomy Committee shall
serve for a two-year term and shall not be eligible to serve more than one such two-year term
unless otherwise determined by a majority of the Directors. Members of Advisory Committees
shall serve for so long as they remain the AD, FAR or SWA, as applicable, of the Member they
represent. Persons who serve on a Committee by virtue of holding another position (e.g.,
Commissioner, chair of FAR Committee, etc.) shall serve on such Committee for so long as they
remain in such position. All members of Committees not described in the foregoing sentences of
this Section 1.5.4.2 shall each serve terms of three (3) years and shall not be eligible to serve
more than two consecutive three-year terms; provided, that the Board shall have the right to create
initial one (1) or two (2) year terms for one or more members of each Committee to create
staggered terms and such initial one (1) or two (2) year terms shall not count against the
aggregate six (6) year term limit. If a vacancy occurs on any Committee comprised entirely of
Directors, the Board shall appoint a Director to fill the vacancy and such individual shall serve out
the remaining term of the vacating member. If a vacancy occurs on any Advisory Committee, the
relevant Member may designate an individual to fill the vacancy on an interim basis until such
time as a new FAR, AD or SWA (as applicable) of such Member is appointed. If a vacancy occurs
on any other Committee, the Executive Committee shall appoint an individual to fill the vacancy
from nominations proposed by the Chair and the Commissioner and, where applicable, such
individual shall serve out the remaining term of the vacating member. Such individual shall be
selected from the same group of individuals (whether Directors, athletic directors, faculty athletic
representatives, senior woman administrators, student-athletes or otherwise) as the vacating
member, if applicable. In the case of a Committee established during the course of the year,
members may be appointed to the Committee effective upon its formation and any period of
service prior to the next July 1 shall not affect their ability to serve a term of up to three (3) years
beginning on July 1 and shall not count against the aggregate six (6) year term limit.

1.5.4.3 Notice and Conduct of Meetings; Quorum and Required Vote; Action without Meeting.
Meetings of a Committee may be called by the Chair, the chairperson of such Committee, the
Commissioner, or a majority of the voting members of such Committee. Unless waived by three-
fourths (3/4) of the voting members of a Committee, notice of any meeting of such Committee
shall be given at least ten (10) days prior to such meeting. If all members of a Committee are
present at a meeting and no objection is made as to notice or the absence of any other required
process, no notice or other process shall be required and any business authorized under this
Constitution or the Bylaws may be transacted at the meeting. Except as otherwise provided by
applicable law, this Constitution or the Bylaws, two-thirds (2/3) of all the members of a Committee
shall constitute a quorum and, if a quorum is present when a vote is taken, the affirmative vote of
a majority of the members present and eligible to vote shall be the act of such Committee;
provided that, with respect to any vote on a matter pertaining to a given sport, any Committee
member who represents a Member that does not participate in such sport shall not count towards
a quorum and shall not be entitled to vote on such matter. Voting by proxy is not permitted for
any Committee (except as provided below by a substitute representative for Advisory Committee
meetings). Any or all members of a Committee may participate in any meeting by any means of
communication by which all participants may simultaneously hear each other during the meeting
and any member attending by such means shall be deemed “present” for quorum and voting
purposes. Advisory Committee members are expected to participate in all meetings of such
Advisory Committee; however, a substitute representative of a Member may participate in and

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vote at an Advisory Committee meeting if an illness or other exigent circumstance affects the
ability of a Member’s representative to participate. Participation in a Committee meeting (other
than Advisory Committee meetings) by substitute representation is not permitted, unless
determined otherwise in the specific case by the Chair, but in no event shall voting by a substitute
representative be permitted (except as provided above for Advisory Committee meetings). Any
action of a Committee required or permitted to be taken at any meeting of such Committee may
be taken without a meeting if all members of such Committee eligible to vote consent thereto in
writing or by electronic transmission and such writing(s) or electronic transmission(s) are filed
with the records of the proceedings of such Committee.

1.5.4.4 Rule and Procedures. Each Committee shall keep regular minutes of its meetings and
report to the Board when required or requested to do so. The Board may adopt other rules and
regulations for the conduct of any Committee business or meetings not inconsistent with this
Constitution or the Bylaws, and each Committee may adopt such other rules and regulations not
inconsistent with applicable law, this Constitution, or the Bylaws for the conduct of its business
or meetings as such Committee may deem proper.

1.6 BOARD VOTING REQUIREMENTS

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; provided that, 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. Except as otherwise provided herein or in the Bylaws, 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 the avoidance of doubt, all 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”);
and

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 are as follows: (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 the other matters set forth in Section 1.5.2.1.1, and (v) the
initiation of any material litigation involving the Conference (but not, for clarity, the settlement of any

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litigation involving the Conference, which requires the affirmative vote of a majority of all Directors
present for such vote).

The Absolute Three-Fourths Matters are as follows: (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), and (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; provided that motions for further
amendments may be considered and adopted by the requisite vote at the meeting.

1.6.4 Waivers of Eligibility Rules.

An approved waiver of the ACC initial-eligibility rule requires an affirmative vote of two-thirds of the
members of the FAR Committee present at a FAR Committee meeting and voting on the request and not
less than a majority of the total members on the FAR Committee. All FAR Committee members, including
the FAR representing the Member requesting the waiver, are eligible to vote. The FAR Committee may
invite persons other than FARs to attend any such meetings of the FAR Committee, including any
compliance expert or other advisor; provided that no such persons shall count toward a quorum nor be
entitled to vote on any matter.

1.6.5 Sports Operation Code Amendments.

The Commissioner, after consultation with the ADs and SWAs, shall submit proposed amendments to
the Sports Operation Code to the FAR Committee, which may adopt any such amendment by a majority
vote of the FARs present and voting on the issue.

1.6.6 General Policies and Procedures Amendments.

Unless the Board decides it will vote on any such proposed amendments, the Commissioner, after
consultation with the ADs and SWAs, shall submit proposed amendments to the General Policies and
Procedures to the FAR Committee, which may adopt any such amendment by a majority vote of the FARs
present and voting on the issue.

1.6.7 Effective Date of Amendments.

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

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BYLAWS
2.1 SPORTSMANSHIP PRINCIPLE

It shall be the responsibility of each Member to ensure that all individuals associated with the athletics
program of that Member conduct themselves in a sportsmanlike manner when representing their
university. For purposes of this Article 2.1, an individual associated with the athletics program includes,
but is not limited to, coaches, administrators, student-athletes, team attendants, band members,
cheerleaders, and mascots. Coaches and administrators have the responsibility to set the tone for
responsible behavior on the part of their teams and followers. It is an infraction of the rules for an
individual associated with the Member’s athletics program to conduct themselves in an unsportsmanlike
manner.

Unsportsmanlike conduct, when demonstrated by any individual associated with the athletics program,
will not be tolerated, and may subject the Member and/or individual to disciplinary action. The duties with
regard to sportsmanship of Members, any individual associated with the Member’s athletics program,
and the Commissioner are elaborated below.

2.1.1 Duties of Members.

Each Member is responsible for the actions of any individual associated with its athletics program and
other individuals over whom it has authority and may be held accountable for their actions. Every
reasonable effort shall be made by competing Members to emphasize the importance of good
sportsmanship at all athletics events. When an action violates the sportsmanship principle, the Member
is encouraged to take any action it deems appropriate to demonstrate this emphasis.

Further, in the event crowd control procedures must be initiated, this responsibility rests with each host
Member, or with the tournament or meet director at off-campus championship events. The athletics
directors or their designated representatives shall be available at the site of the competition to assist in
controlling the crowd. Only participants, coaches, officials, and authorized personnel shall be allowed in
the competition area before, during and at the conclusion of competition.

2.1.2 Duties of the Commissioner.

Whenever the Commissioner believes after a reasonable investigation that there has been a violation of
the sportsmanship principle, the following shall apply:

2.1.2.1 Process. The Commissioner will provide the Member with the time and opportunity that
the Commissioner considers reasonable to take action and may adopt that action as Conference
action if he or she deems appropriate. A Member or individual at risk of penalty will be provided
an opportunity, which may be waived, to offer its position on whether the conduct occurred as
alleged. After considering all information the Commissioner deems necessary, he or she shall
determine whether a penalty should be imposed and what penalty is appropriate. In the event the
individual or the Member believes the Commissioner’s penalty is inappropriate or excessive in
nature, an appeal may be initiated with the Executive Committee by filing a notice with the Chair.
The appeal must be filed within 48 hours of receipt of notification of the penalty imposed by the
Commissioner.

2.1.2.2 Considerations. In deciding whether to assess a penalty for a violation of the

sportsmanship principle, the factors to be considered by the Commissioner include, but are not

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limited to, the following:

a. The general nature or severity of and the circumstances surrounding the act;
b. Any injury or damage that is a direct result of the act;
c. The manner in which the rules of the game, if any, address the act and whether those rules
were appropriately applied by those with authority (e.g., officials);
d. The response and any action taken by the involved Member; and
e. Any prior acts by the involved Member or individual that were subject to this process.

2.1.2.3 Penalties. After investigating the alleged act, concluding that the act is a violation of the
sportsmanship principle, and considering the factors in Section 2.1.2.2 above, the Commissioner
may assess against the involved Member and/or individual any, or all, of the penalties below. The
Commissioner may also determine that no additional Conference action is necessary.
a. Reprimand (public or private);
b. At the discretion of the Commissioner, fines can be issued to the Member and/or
individual up to $25,000 per occurrence, with such fines being put into the Weaver-James-
Corrigan-Swofford Postgraduate Scholarship account; and
c. Suspension from contests.
1) Carrying Penalty Over to Next Season. Whenever a penalty or suspension is
imposed, such penalty may be carried over into the next season of competition at
the discretion of the Commissioner.
2) Definition of Suspension. As used in this regulation, “suspension” in the case of a
player, means that the player cannot participate in the designated number of
contests but may practice; in the case of a coach, “suspension” means that the
coach cannot be present in the playing area for the designated number of contests
but may conduct practice sessions; in the case of a band member, cheerleader or
mascot, “suspension” means that the individual cannot be present in the playing
area for the designated number of contests.

2.1.3 Punishable Acts of the Sportsmanship Principle.

2.1.3.1 Punishable Acts. Acts violating the sportsmanship principle shall include, but not be
limited to, the following and the acts prohibited under 2.1.3.2 and may subject violators to the
process in Section 2.1.2:

a. Any person who physically or verbally abuses an official, opposing coach, student-athlete,
or spectator;
b. Any person who intentionally incites participants or spectators to violent or abusive
(physical or verbal) action;
c. Any person who makes obscene gestures;
d. Any person who publicly criticizes any contest official, Conference personnel, Member or
Member personnel;
e. Any person who engages in negative recruiting by making statements which are unduly
derogatory of another institution or its personnel to a prospective student-athlete, parents,
high school coach, or other person associated with the prospective student-athlete;
f. Any person who enters the competition area for an unsportsmanlike purpose;
g. Any other act of unsportsmanlike conduct not specifically prescribed.

2.1.3.2 Public Criticism of Officials. Public criticism of officials or public comments evaluating
the officiating of particular contests is not in the best interest of intercollegiate athletics.

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Individuals associated with the athletics program are prohibited, therefore, from commenting
while acting in an official capacity on officiating other than directly to the Conference office. Head
coaches are responsible for the comments of assistant coaches and other athletics staff
members associated with their teams.

2.1.4 Distribution of Policy.

A copy of this Article 2.1 (Sportsmanship Principle) is to be given by the athletics director at each Member
to each head coach, assistant coach, band director, and cheerleading and mascot coordinator at the
beginning of each academic year. A copy shall also be given to each student-athlete, band member,
cheerleader and mascot at the squad meeting held at the beginning of each year. Acceptance of this
document, pursuant to NCAA rules governing the student-athlete statement, will constitute agreement to
conform to its requirements.

2.1.5 Annual Review.

Any case for which the Commissioner has activated the process outlined in Section 2.1.2.1 will be
reviewed annually by the Infractions and Sportsmanship Review Committee, regardless of whether any
penalties were assessed. The purpose of the review is to provide each Member with information on the
treatment of possible violations of the sportsmanship principle so the Members may use it when
considering possible institutional actions in the future.

2.2 NCAA REGULATIONS

The Conference and each of its Members shall be members of Division I Football Bowl Subdivision of
the NCAA. All Members are bound by NCAA rules and regulations, unless Conference rules are more
restrictive, in which case, the Members shall be bound by the more restrictive Conference rule(s).

2.3 OFFICE OF THE COMMISSIONER

2.3.1 Duties of the Commissioner.

The Commissioner’s duties shall include the following, subject to the direction and authority of the Board:
a. Chief Executive Officer and President. Serve as the chief executive officer and president of the
Conference in accordance with the Constitution and these Bylaws.
b. Conference Rules and Regulations. Interpret and enforce all rules and regulations of the
Conference and of the NCAA. This responsibility includes, but is not necessarily limited to, broad
discretionary powers to supervise investigations, hold hearings and impose temporary or
permanent measures against Members, personnel, and student-athletes for conduct judged to be
in violation of the spirit as well as the letter of the Constitution and these Bylaws. The above shall
be carried out under procedures as set forth in these Bylaws or any resolution of the Board.
c. Equity. Implement and advocate the principle of diversity, inclusion, and equity.
d. Committee Membership. Serve as an ex-officio, non-voting member of the Advisory Committees,
the Board, the Executive Committee, and all other Committees, unless otherwise determined by
the Board or specified in the Constitution or these Bylaws.
e. Meetings. Issue the call for regular and special meetings of the Board, the Executive Committee,
the Advisory Committees, and any other Committee unless that authority has been delegated to
a different person by the Board or the Commissioner (including, for example, a Committee chair).
Make arrangements for the meetings of these groups, and for such meetings of the coaches or
other employees of the athletics administration as may be authorized by the athletics directors,
and be responsible for the distribution of all minutes setting forth actions by any of these groups,

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unless that authority has been delegated to a different person by the Board or the Commissioner
(including, for example, a Committee chair).
f. Constitution and Bylaws. Reprint the Constitution and these Bylaws from time to time as may be
necessary and distribute copies as appropriate to each Member’s CEO (as defined in the
Constitution), faculty athletics representative, athletics director, and senior woman administrator.
g. Athletics Problems. Study athletics problems of the Conference, offer advice and assistance in
their solution, and encourage and promote friendly relations among the Members, student-
athletes, and alumni.
h. Officiating. Assign football and basketball officials for all games between Members.
Assignments also may be made for non-Conference football and basketball games and for other
sports when requested. The Commissioner is authorized to expend funds from his budget for the
improvement of officiating.
i. Awards and Trophies. Purchase awards and trophies presented by the Conference.
j. Publicity. Conduct, through the print and electronic media, periodicals, various meetings, and the
general service of the Conference office, a continuing educational program to promote the
development of better sportsmanship, respect for the amateur spirit, and understanding of the
values of competitive athletics, and exert all reasonable effort to acquaint the public with the
ethics and high ideals which motivate the Conference in its conduct of intercollegiate athletics.
k. Income Producing Projects. Initiate and formulate, for the Conference, income producing
projects.
l. School Visits. Visit each Member at least once each year to inquire into and observe the operation
of its intercollegiate athletics program.
m. Assistance to Non-Members. Stand ready to render reasonable assistance to non-Members when
solicited that would not materially interfere with the performance of the Commissioner’s duties
for the Conference.
n. Conference Employees. Select and engage assistants and employees to assist in carrying out the
activities described herein within the limits of the approved budget; to choose titles for
Conference employees (provided that any officers of the Conference shall be selected by the
Board in accordance with Section 1.5.2.2 unless such authority has been granted by the Board to
the Commissioner); and, if applicable, to fix their compensation within the limits of the approved
budgets. For clarity, the Board may choose to fix the specific compensation (or range of
compensation) for one or more Conference employees in the approved budget.
o. Execute Contracts. Execute contracts approved by the Board or in the ordinary course of
Conference business.
p. Conference Budget. Present a budget for consideration to the Finance Committee in accordance
with Section 2.5.1.
q. Media Rights. Negotiate Media Rights agreements on behalf of the Conference, provided that all
Material Media Rights Agreements shall be subject to approval by the Board under Section 2.10.3
and all other Media Rights agreements shall be subject to approval by the Executive Committee.
“Material Media Rights Agreements” shall include any Media Rights agreement (i) that provides
for an average annual value equal to or greater than 5% of the Conference’s aggregate gross
revenues during the most recently completed fiscal year or (ii) that otherwise is deemed material
by the Chair or the Commissioner or that must be approved by the Board pursuant to any Media
Rights policy or resolution adopted by the Board.
r. Other Duties. Perform such other duties as the Board may direct from time to time or as required
in the Constitution, these Bylaws, or any resolutions of the Board.

2.3.2 Office of the Commissioner.

The Office of the Commissioner shall be at the Conference office and shall be located at a place

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designated by the Board in accordance with Section 1.6.2.

2.4 COMMITTEES

2.4.1 Advisory Committees.

The Board has established the following advisory committees (collectively, the “Advisory Committees”):

2.4.1.1 FAR Committee. The FAR Committee shall consist of one representative from each
Member who is a regular full-time member of the faculty or an administrative officer of such
Member at the time of his or her appointment and shall be appointed by the CEO of such Member
(each, a “faculty athletics representative” or an “FAR”). The purpose of the FAR Committee shall
be to (i) advise the Board on matters concerning student welfare, academic integrity, and the
impact of athletics on academics, and (ii) perform any other duties or obligations as may be
delegated or assigned to the FAR Committee by the Board from time to time, including making
the decisions described in Section 1.6.4 of the Constitution and approving the amendments
described in Sections 1.6.5 and 1.6.6 of the Constitution. In accordance with Sections 1.5.4.1 and
Section 1.5.4.2 of the Constitution and this Section 2.4, the Executive Committee and the Board
may from time to time appoint one or more faculty athletics representatives to serve on one or
more Committees.

2.4.1.2 AD Committee. The AD Committee shall consist of the athletic directors of each Member
(each, an “athletic director” or an “AD”). The purpose of the AD Committee shall be to (i) advise
the Board on matters concerning football, men’s basketball, women’s basketball, and Conference
media rights, (ii) assist the Commissioner to prepare a proposed budget in accordance with
Section 2.5.1.1 and (iii) perform any other duties or obligations as may be delegated or assigned
to the ADs by the Board from time to time. In accordance with Section 1.5.4.1 and Section 1.5.4.2
of the Constitution and this Section 2.4, the Executive Committee and the Board may from time
to time appoint one or more athletic directors to serve on one or more Committees.

2.4.1.3 SWA Committee. The SWA Committee shall consist of the highest ranking female
intercollegiate athletics administrator (or the next highest-ranking female athletics administrator
if the athletics director is female) (each, a “senior woman administrator” or an “SWA”) of each
Member. The purpose of the SWA Committee shall be to (i) advise the Board on matters
concerning sports other than football, men’s basketball, and women’s basketball and (ii) perform
any other duties or obligations as may be delegated or assigned to the SWAs by the Board from
time to time. In accordance with Section 1.5.4.1 and Section 1.5.4.2 of the Constitution and this
Section 2.4, the Executive Committee and the Board may from time to time appoint one or more
senior woman administrators to serve on one or more Committees.

2.4.1.4 Chair of Each Advisory Committee. At the Annual Meeting, the Board shall appoint a
chairperson of each Advisory Committee from nominations made by the Chair and the
Commissioner, provided that no chairperson of an Advisory Committee shall represent the same
Member as any other such chairperson or any member of the Executive Committee. Each
chairperson shall serve for a term of one (1) year beginning on July 1 and ending on June 30.

2.4.1.5 Advisory Committee Meetings. Unless otherwise determined by the Board:

2.4.1.5.1 Regular Meetings. Each Advisory Committee shall meet three times each year

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in October, January/February, and May. Each Advisory Committee shall meet separately
before convening in a joint business session. During such a joint session, the faculty
athletics representative shall be the voting delegate for each Member. If the faculty
athletics representative is not present, the institution’s vote may be cast by the athletics
director or senior woman administrator present at the meeting.

2.4.1.5.2 Fall Meetings. This regular annual meeting of the FARs, ADs, SWAs, and up to
five student-athletes (autonomy student-athlete representatives, the SAAC (as defined
below) chair and the SAAC vice-chair) shall be held in October.

2.4.1.5.3 December Meeting. The FAR Committee shall meet in December at the site of
the ACC Football Championship Game.

2.4.1.5.4 Winter Meetings. Annually, the Advisory Committees shall meet separately and
jointly in January or February at a location designated by the Board.

2.4.1.5.5 Spring Meetings. This regular annual Conference business meeting of the FARs,
ADs, SWAs, and up to five student-athletes (autonomy student-athlete representatives, the
SAAC chair, and the SAAC vice-chair) shall be held in May at a location designated by the
Board.

2.4.1.6 The Board may request that one or more Advisory Committees perform duties or make
recommendations acting as separate Advisory Committees or jointly, as determined by the Board.

2.4.2 Standing Committees.

The Board has established the standing committees set forth in Section 2.4.2.4 (collectively, the
“Standing Committees”). See Appendix 2-2 for current membership of the Standing Committees. At any
time, the Board may constitute new Standing Committees, dissolve existing Standing Committees, or
change the mission, scope of authority or composition of any Standing Committee (or subcommittee
thereof).

2.4.2.1 Standing Committee Reporting. Each Standing Committee shall report to the Board (or if
designated by the Board, the Executive Committee). The Board shall also have the right to
delegate oversight of any Standing Committee to the Commissioner or other designated
Conference stakeholders (e.g., athletics directors, faculty athletics representatives or senior
woman administrators). No Standing Committee shall be authorized to act on behalf of the Board
unless the Board expressly delegates such authority to such Standing Committee.

2.4.2.2 Standing Committee Composition, Terms and Vacancies. All members of Standing
Committees shall be appointed (and may be removed) in accordance with Section 1.5.4 of the
Constitution. Unless otherwise determined by the Board, the Commissioner shall be an ex-officio,
non-voting member of all Standing Committees. The term that each Standing Committee member
shall serve shall be as set forth in Section 1.5.4.2 of the Constitution; provided that the term of
any student-athlete appointed to serve on a Standing Committee shall be one (1) year, beginning
on July 1 and ending on June 30. Vacancies on any Standing Committee shall be filled as set
forth in Section 1.5.4.2 of the Constitution.

2.4.2.3 Standing Committee Meetings. All Standing Committees will meet via telephone
conference call or in-person at least one time each academic year.

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2.4.2.4 Mission and Composition of Standing Committees.

2.4.2.4.1 Audit Committee.

a. Mission: The Audit Committee shall recommend to the Board for approval the
external audit firm to be employed by the Conference and meet annually with this
firm to review the Conference audit and financial statements for the previous fiscal
year, revise the Conference’s internal controls with the auditors, and undertake
such other actions as are customarily taken by Audit Committees. The committee
makes recommendations, if needed, following this review to the Conference staff.
b. Composition: Three (3) Directors who are not on the Finance Committee or the
Executive Committee.

2.4.2.4.2 Autonomy Committee.

a. Mission: The Autonomy Committee shall discuss priorities and concepts for
autonomy legislation and report to the Board.
b. Composition: Eighteen voting members consisting of one representative per
Member and the three autonomy student-athlete voting representatives. There
shall be no fewer than three Directors, three faculty athletics representatives, three
athletics directors, and three senior woman administrators. Each Member will
have one vote and each student-athlete will have one vote.
c. Subcommittees: Autonomy Committee subcommittees shall be created on an ad
hoc basis based on expertise needed for the committee’s priorities and topics.

2.4.2.4.3 Finance Committee.

a. Mission: The Finance Committee shall (i) collaborate with the Conference staff in
the preparation of the annual ACC operating budget, (ii) make recommendations
to the Board on investment of Conference assets, (iii) develop the Conference
investment policy and review the performance of any investment managers
employed to invest Conference assets, (iv) serve as the compensation committee
for employees of the Conference other than the Commissioner (whose terms and
conditions of employment shall be subject to Section 1.5.2.1), and (v) generally
review topics associated with Conference revenues and expenditures. The
Committee will recommend the proposed Conference operating budget for the
upcoming fiscal year to the Board for approval at the Annual Meeting.
b. Composition: Three (3) Directors who are not on the Audit Committee as voting
members. The Treasurer shall serve as a non-voting, ex-officio member.

2.4.2.4.4 Infractions and Sportsmanship Review Committee.

a. Mission: The Infractions and Sportsmanship Review Committee shall annually
review all ACC and NCAA violations reported by Members. The committee does
not investigate a case or provide additional penalties, but, rather, uses the
information to identify trends and/or areas to focus rules education. The
committee shall also review an annual report of all investigations and penalties
under the sportsmanship principle.
b. Composition: Fifteen voting members (one from each Member) consisting of
faculty athletics representatives, athletics directors, and senior woman
administrators.

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2.4.2.4.5 Legislation Committee.

a. Mission: The Legislation Committee shall provide leadership on the Conference’s
activities in the NCAA Council legislative cycle, including the sponsorship of
proposals and development of feedback on proposals sponsored by another
source. To the extent requested by the Board, the Legislation Committee shall
provide input on proposed changes to the ACC Manual, including ensuring the
Manual is accurately and clearly written.
b. Composition: Nine voting members, including at least one faculty athletics
representative, one athletics director, one senior woman administrator, and one
student-athlete.

2.4.2.4.6 Media Committee.

a. Mission: The Media Committee monitors and evaluates the Conference’s
relationships with its various television and digital media partners and offers
feedback and recommendations to the Board for continual improvement.
b. Composition: Fifteen voting members consisting of the AD from each Member.
The chair of the FAR Committee and one SWA shall serve as ex-officio members.

2.4.2.4.7 Nominating Committee.

a. Mission: The Nominating Committee shall nominate individuals from the
Members to serve on select NCAA committees or governance groups. In making
such nominations, the committee shall adhere to any diversity, inclusion and
equity principles adopted by the Conference.
b. Composition: Seven voting members, five of whom shall be the Commissioner, the
athletics director at the immediate past Chair’s institution, the senior woman
administrator at the current Chair’s institution and two FARs. The Deputy
Commissioner – Chief of Internal Affairs (or if nobody holds such title, the
Secretary) or such person’s designee (if any) is an ex-officio, non-voting member.

2.4.2.4.8 Student-Athlete Advisory Committee (“SAAC”).

a. Mission: The Student-Athlete Advisory Committee, which represents diverse views
and backgrounds of student-athletes, was established to serve as a medium of
communication through which student-athletes, Conference administrators,
Member representatives, NCAA representatives, and coaches discuss and take
action on issues relating to rules and regulations, student-athlete welfare, and
community service.
b. Composition: Sixty student-athletes (four from each Member) as voting members.
One faculty athletics representative and one senior woman administrator shall
serve as ex-officio members.

2.4.3 Sports Committees.

The Board has established standing sports committees for each of the sports in which the Members
participate (collectively, the “Sports Committees”). At any time, the Board may constitute new Sports
Committees, dissolve or combine existing Sports Committees, or change the mission, scope of authority
or composition of any Sports Committee (or sub-committee thereof).

2.4.3.1 Sports Committee Reporting and Function. Each Sports Committee shall report to the
Board (or if designated by the Board, the Executive Committee). The Board shall also have the
right to delegate oversight of any Sports Committee to the Commissioner or other designated

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Conference stakeholders (e.g., athletics directors, faculty athletics representatives or senior

woman administrators). Each Sports Committee shall also submit an annual report to the Board
at least ten (10) days prior to the Annual Meeting. See Appendix 2-3 for current membership of
these committees.

2.4.3.2 Sports Committee Composition. Members of the Sports Committees shall be appointed
pursuant to Section 1.5.4 of the Constitution. It is contemplated that (a) the Football and Men’s
Basketball Sports Committees shall be composed of the athletics director from each Member
with one designated as chairperson by the Board, (b) the Women’s Basketball Sports Committee
shall be composed of an athletics director or an assistant/associate athletics director of each
Member with an athletics director of a Member designated as chairperson by the Board, (c) the
president of the respective conference coaches’ association shall serve as an ex-officio member
of the Football, Men’s Basketball and Women’s Basketball Sports Committees along with faculty
athletics representatives appointed by the Board, and (d) with respect to each Sports Committee
other than Football, Men’s Basketball and Women’s Basketball, such Sports Committees (i) will
include the head coach of the applicable sport from each Member, (ii) an athletics director or
associate/assistant athletics director of a Member shall be designated by the Board as
chairperson of such Sports Committee, and (iii) a vice chairperson of such Sports Committee
shall be designated by the Board; provided that if an SWA is not appointed as chair or vice-chair
of such Sports Committee by the Board, the Board may appoint an SWA as an ex-officio member.
One diving coach shall be appointed as an ex-officio non-voting member of the Men’s and
Women’s Swimming & Diving Committee. Unless otherwise determined by the Board, the
Commissioner shall be an ex-officio non-voting member of all Sports Committees.

2.4.3.3 Sports Committee Terms and Vacancies. The terms that each Sports Committee member
shall serve shall be as set forth in Section 1.5.4.2 of the Constitution. Vacancies on any Sports
Committee shall be filled as set forth in Section 1.5.4.2 of the Constitution.

2.4.3.4 Sports Committee Meetings. Unless otherwise provided in the Sports Operation Code,
each Sports Committee (and head coaches group in the case of men’s and women’s basketball
and football) shall meet at least once per year at a location determined by the Conference or by
telephone or videoconference, depending on the nature of the business. (See Section 4.9.1 for
attendance requirement.)

2.4.3.5 Committee Chair Responsibilities. Unless otherwise determined by the Board, the
responsibilities for each chairperson of any Sports Committee shall include the following:

a. Be present at all committee meetings or participate on all committee conference calls.

b. Preside over and conduct all committee meetings with the Conference liaison.
c. Facilitate and mediate discussion arising from agenda items.
d. Be present at the championship site for the pre-championship meeting and throughout
the duration of the championship.
e. Serve as chair of the Protest Committee.
f. Address committee issues during the senior woman administrator meetings or with your
respective senior woman administrator to be discussed at the annual senior woman
administrator’s meeting.
g. Assist with selecting a vice-chair when necessary.
h. Assist the Conference liaison with various logistical, operational, and administrative
issues that may arise at the championship.

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i. Provide the committee with Conference and/or national perspective.

2.4.3.6 Committee Vice-Chair Responsibilities. Unless otherwise determined by the Board, the
responsibilities for each vice chairperson of any Sports Committee shall include the following:

a. Be present at all committee meetings or participate on all committee conference calls.

b. Assist with the conduct of all committee meetings and preside over in the absence of the
committee chair.
c. Assist with mediating discussion arising from agenda items.
d. Be present at the championship site for the pre-championship meeting and throughout
the duration of the championship.
e. Serve as vice-chair of the Protest Committee, if applicable.
f. Assist the Conference liaison with various logistical, operational, and administrative
issues that may arise at the championship.

2.4.3.7 Committee Senior Woman Administrator Ex-Officio Member Responsibilities. Unless

otherwise determined by the Board, the responsibilities for each senior woman administrator ex-
officio member of any Sports Committee shall include the following:

a. Be present at all committee meetings or participate on all committee conference calls, if

possible.
b. Assist with the conduct of all committee meetings and preside over in the absence of the
committee chair.
c. Assist with mediating discussion arising from agenda items.
d. Be present at the championship site for the pre-championship meeting and throughout
the duration of the championship.
e. Serve as vice-chair of the Protest Committee, if applicable.
f. Assist the Conference liaison with various logistical, operational, and administrative
issues that may arise at the championship.
g. Assist the Conference liaison with presentation of recommendations of the sport
committee to the Senior Woman Administrators.

2.5 FINANCES

2.5.1 Conference Budget.

2.5.1.1 Budget Preparation and Review. The Commissioner shall, with the assistance of the
Conference staff and in consultation with the AD Committee, prepare the proposed annual
operating budget for each fiscal year of the Conference. The Commissioner shall submit a draft
operating budget to the Finance Committee for consideration and review on or before the March
15th immediately prior to the Annual Meeting. The Finance Committee shall review the proposed
budget and, after making any changes to such budget that it deems necessary, shall submit the
proposed budget to the Board for approval on or before the April 1st immediately prior to the
Annual Meeting.

2.5.1.2 Board Approval. At the Annual Meeting, the Board shall consider and approve a
Conference operating budget for the following fiscal year, which need not be in the form
submitted by the Finance Committee. No change may be made to the approved budget without

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Board approval.

2.5.1.3 Reporting. With the assistance of the Conference staff, the Commissioner shall
periodically provide the Finance Committee with reports comparing the budgeted and actual
expenditures and revenues for the current fiscal year.

2.5.2 Distribution of General Revenue.

The Conference shall distribute its net revenue, including but not limited to revenue from television
receipts, Conference championships, participation in preseason or postseason competition, and interest
from Conference funds on deposit, according to the provisions set forth in this Article 2.5.

Before distributing any net revenue to the Members, the Conference shall deduct such reserves as may
be determined by the Board from time to time in accordance with Section 2.5.3. Unless otherwise
specified in these Bylaws (including in Section 2.12) or any agreement to which the Conference is a party,
after deducting such reserves, the remainder of the Conference net revenue shall be divided equally
among the Members and distributed in one or more installments and in equal shares to each Member by
June 1, or the first business day following June 1 or such other date as determined by the Board, in
accordance with the distribution plan approved annually by the Board.

If the Board determines at any time that the Conference does not have sufficient funds to pay its costs,
expenses, and liabilities, then the Board shall have the authority to make assessments on the Members
on a pro rata basis sufficient to pay such costs, expenses, and liabilities, and each Member shall be
required to pay its pro rata assessment.

2.5.3 Conference Reserves.

The Board of Directors may establish such reserves at it may determine appropriate from time to time
and may fund such reserves from Conference revenues and assets and establish the form of such
reserves (which may be in the form of reserve accounts or other assets) in the manner that the Board of
Directors determines to be appropriate. Unless the budget approved by the Board authorizes the use of
a specified amount of such reserve funds, any use of such reserve funds shall require Board approval.

2.5.4 Employee Insurance.

Without limiting Section 2.11.4.6, the Conference shall be insured against dishonesty and theft by the
Commissioner and any Conference employee, and the cost of the insurance shall be paid from
Conference funds.

2.5.5 Distribution of NCAA Funds.

All funds distributed by the NCAA from the Grant-In-Aid, Sports Sponsorship, Academic Enhancement,
and Academic Performance Funds will be received by the Conference and divided equally among the
Members. Funds distributed by the NCAA from the Student Assistance Fund (Special Assistance Fund
and Student-Athlete Opportunity Fund) will be received by the Conference and distributed to each
Member based on the qualified amount.

2.5.6 Distribution of Revenue from the NCAA Men’s Basketball Championship.

All receipts from the NCAA Equal Conference Fund and Basketball Performance Fund will be divided
equally among the Members after allowance payments to the participating men’s and women’s teams
(Sections 3.3.3 and 3.4.3) and expenses.

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2.5.7 Distribution of Revenue from the National Invitational Tournaments.

All receipts from participation in the preseason or the postseason National Invitational Tournaments will
be distributed to the respective participating Member.

2.5.8 Distribution of Revenue from Postseason Football Games.

All receipts from bowl revenue will be divided equally among the Members after payment of bowl
expenses, bowl allowances, and ticket obligations are subtracted from the total bowl revenue (Section
3.8.5).

2.5.9 Payment of Expenses.

The Conference may adopt an expense reimbursement policy approved by the Board that, among other
things, may govern the Conference’s reimbursement of expenses related to attendance at Committee
meetings.

2.6 RULES OF ELIGIBILITY APPLICABLE TO ALL SPORTS

2.6.1 Conference Initial-Eligibility Rule.

A nonqualifier whose first full-time collegiate enrollment occurs at a Member shall not be eligible for
competition, practice, or athletically related financial aid at any Member. On an annual basis, a Member
may permit a maximum of four nonqualifiers (two in men’s sports and two in women’s sports with no
more than one in any single sport) who have been granted a partial waiver by the NCAA Initial-Eligibility
Waivers Committee permitting them to receive athletic aid and/or practice per NCAA rules and whose
first full-time collegiate enrollment occurs at a Member.

2.6.1.1 Male Practice Player Exception. Male practice players are exempt from the conference
initial-eligibility rule provided the student meets NCAA eligibility requirements.

2.6.1.2 Waivers. Upon written application and good cause shown, the FAR Committee shall have
the authority to grant exceptions to this rule based on objective evidence that demonstrates
circumstances which warrant the waiver of the normal application of this rule (e.g., the student’s
overall academic record, whether the student was recruited by the institution). A written summary
of the FAR Committee’s decision will be distributed to all Members and kept on file in the
Conference office.

2.6.2 Medical Hardship Waivers.

The Office of the Commissioner has the authority to administer all requests for medical hardship waivers
per NCAA legislation. Members should submit such waiver requests on a form prescribed by the
Conference office. All waiver requests received by the Conference should be complete upon submission
and contain all the necessary and required NCAA and Conference documentation. Any appeal of a
decision by the Office of the Commissioner regarding a medical hardship waiver will be forwarded to and
administered by the NCAA in accordance with NCAA policies.

2.6.3 Eligibility.

2.6.3.1 Eligibility Certification. It is the responsibility of each Member to certify its student-
athletes in accordance with all applicable Conference and NCAA eligibility requirements prior to
allowing the student-athlete to represent the Member in intercollegiate competition.

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2.6.3.2 Forfeiture of Games. When a player is found to be ineligible for intercollegiate athletics,
all athletic contests in which the student-athlete has participated, after the date of the act or
conditions which rendered the individual ineligible, may be forfeited to the respective opposing
team or teams, and any individual championships may be forfeited.

2.7 ASSIGNING OFFICIALS

The Conference office shall be responsible for the assignment of officials in the following sports:
baseball, men’s and women’s basketball, field hockey, football, women’s lacrosse, men’s and women’s
soccer, softball, men’s and women’s tennis, volleyball, and wrestling. In no event shall officials be
employees of the Conference.

2.8 ENFORCEMENT PROCEDURES

2.8.1 Alleged Violations.

The Commissioner may receive and investigate reports of alleged violations of rules and regulations of
the Conference and of the NCAA and may interpret and rule upon such.

In order to prevent escalation of intraconference problems and continuation of violations, the following
procedures are required:

a. A Member shall communicate to the Conference office potential NCAA violations that might
result in student-athlete ineligibility and generate media exposure. Further, a Member shall
communicate potential violations of NCAA rules when it is reasonable to conclude that the
potential violations might be Level I or II in nature (e.g., NCAA interview conducted). Such
communication should be directed to the Commissioner (or his or her designee) in a timely
manner and ultimately shall also include the resolution of the matter once complete.

b. An inquiry or report of alleged violations by a Member should be sent from a senior level athletics
administrator or compliance director from the Member making the allegation to a senior level
athletics administrator or compliance director at the Member against which the allegation is
made. In addition, the Member making the allegation should notify the Conference office. If the
above option is followed, the Member making the allegation is considered party to any
investigation and shall receive subsequent information as outlined in (e) below. A Member may
also use the Conference’s compliance staff to communicate allegations from one Member to
another; however, in this instance, the Member is not considered party to any investigation and
shall not receive subsequent information. In either case, all findings should be reported to the
Commissioner.

c. The Member against which the allegation is made should consult with the Conference to procure
advice and guidance in how to conduct the investigation but should not rely on the Conference to
assist in the actual investigation.

d. Only the Member which made the allegation shall receive periodic progress reports throughout
the investigation along with a final report at the conclusion of the investigation. That Member,
shall not, however, release any information it receives to any other institution or entity. Violations
of this will result in forfeiture of any subsequent information regarding the investigation or other
sanctions.

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e. Once the investigation has concluded, the Member shall report its findings and, if applicable, any
action taken to the Conference and/or NCAA. After any decision or determination by the
Conference and/or NCAA, only the Member which made the allegation shall receive a final report
that shall include the following:
1) Facts of the case as discovered through the investigation;
2) Findings based upon the facts presented; and
3) Action and/or penalties taken.

2.8.2 Investigations.
The Commissioner is the principal enforcement officer of the Conference rules and regulations but shall
not undertake significant investigative responsibilities except in a supervisory capacity. Upon the request
of the athletics director or faculty athletics representative of any Member showing reasonable grounds
or upon the Commissioner’s own initiative, the Commissioner shall initiate such investigation as may be
necessary to determine whether there has been a violation. As part of such an investigation, the
Conference office should assist the Member in:
a. Determining how the potential violation may be classified by the NCAA Enforcement staff (e.g.,
Level I, II, III);
b. Identifying any mitigating circumstances;
c. Determining the appropriate institutional action(s) that should be taken to remedy the situation;
d. Determining appropriate penalties that would likely be accepted by the Enforcement staff, the
NCAA Committee on Infractions, the NCAA Student-Athlete Reinstatement staff, or the NCAA
Student-Athlete Reinstatement Committee;
e. Processing Level III violations through the process established by the Enforcement staff;
f. Processing Level I and Level II violations through summary disposition, or Committee on
Infractions; or
g. Processing eligibility appeals through the NCAA-Student-Athlete Reinstatement staff or the NCAA
Student-Athlete Reinstatement Committee.

2.8.3 Hearings.
If the investigation reveals that a violation may exist, the Commissioner shall inform the CEO, the faculty
athletics representative, and the athletics director of the involved Member, and afford an opportunity to
be heard.

The Commissioner may elect to hear those cases deemed to be Level III in nature. Such hearing may be
conducted by a designee of the Commissioner. If, after a hearing or failure of a Member to appear for a
hearing, the Commissioner concludes there is a violation, the Commissioner is empowered to impose
penalties such as, but not limited to, those listed in Appendix 2-5.

All other cases will be heard by the Executive Committee or a subcommittee of the Executive Committee
or special Committee established by the Executive Committee for such purpose, which special
Committee need not include Executive Committee members. That body shall have the same power as
the Commissioner to impose penalties. No representative of the Member for whom the hearing is being
held shall have membership on the hearing body. The Member and any employee or student-athlete
involved in the case shall have an opportunity to be heard and to be represented by legal counsel. The
decision of the hearing body must be rendered within one week after the hearing.

2.8.4. Unsportsmanlike Conduct.

The Commissioner is authorized to investigate cases involving unsportsmanlike conduct of coaches,
institutional officials or participants on teams representing a Member and, if sufficient evidence is found

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that they have been guilty of unsportsmanlike conduct, the Commissioner is authorized to impose such
penalties as in his judgment the case warrants. (See Bylaws 2.1 – Sportsmanship Principle)

2.8.5 Penalties.
Penalties imposed by the Commissioner shall become effective immediately and shall remain in effect
until and unless set aside by the Conference on appeal.

2.8.6 Enforcement Reports.

The Commissioner shall, upon request, report to the Board in executive session the results of any
investigations into violations of Conference rules and regulations.

2.9 APPEALS

2.9.1 Appeal Procedures.

The decision of the Commissioner or the Executive Committee in any proceedings under Bylaws Article
2.8 may be appealed. Such appeal must be made by the Member involved within 14 days after receiving,
by registered mail or nationally recognized overnight delivery service, the notice of such action. Appeals
from decisions about interpretations or violations of the Conference rules and regulations, or penalties
imposed under these rules, shall be made to the Board or the Executive Committee (as applicable)
through the Chair.

a. Final appeal of a decision made by the Commissioner (or any subcommittee or special committee
appointed by the Executive Committee) normally is heard by the Executive Committee; however,
at the request of the appealing Member, the Board will hear the appeal in lieu of the Executive
Committee. If the Executive Committee hears the appeal, the Executive Committee’s decision
may not be further appealed to the Board.

b. Final appeal of an initial decision made by the Executive Committee will be heard by the Board.

c. The committee hearing the appeal may, if it so chooses, modify the decision as to guilt and/or
penalty but may not increase the penalty.

d. Appeals shall be limited in scope and will not constitute a new complete hearing of the case.
Notice of appeal shall state specifically the findings of violations or penalties or both on which
the appeal is being made and the reasons why those items are being appealed.

2.9.2 Appellate Decision.

The decision as to the appeal shall be rendered only after affording any Member, employee, or student-
athlete involved in the appealed portion of the case an opportunity to be heard and to be represented by
legal counsel and must be rendered within a reasonable time after the hearing of the appeal. Such
decision is final and is not subject to further appeal except under provision of Section 2.9.3 (New
Evidence or Prejudicial Error).

2.9.3 New Evidence or Prejudicial Error.

The Executive Committee or the Board, as applicable, shall consider a request to reopen a case upon
receipt of new evidence of fact or of prejudicial error in the hearing or appeals procedure. A decision not
to reopen a case is not subject to further appeal.

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2.10 MEDIA RIGHTS POLICY

[Note: See Section 2.12 of these Bylaws for provisions regarding the University of Notre Dame.]

2.10.1 Grant of Rights. The Members have granted to the Conference the right to exploit certain media
and related rights of the Members (such rights, the “Media Rights”; and the agreement pursuant to which
the Members granted such rights, the “Grant of Rights”).

2.10.2 Revenues from Media Rights.

Unless otherwise determined by the Board, all revenues from the sale, licensing, distribution, and other
exploitation of the Media Rights shall be deposited with the Conference.

2.10.3 Conference Media Rights Agreements.

The Commissioner shall negotiate all contracts and agreements for the sale, licensing, distribution, and
other exploitation of the Media Rights on behalf of the Conference as provided in Section 2.3.1(q);
provided that any Material Media Rights Agreement shall require the approval of two-thirds (2/3) of the
Directors and all other Media Rights agreements shall be subject to approval by the Executive Committee.
The Media Committee established pursuant to Section 2.4.2 shall assist the Commissioner in the
negotiation and evaluation of the Conference’s Media Rights agreements and shall make a
recommendation to the Board with respect to any Media Rights agreement requiring Board approval.

2.10.4 Conflict Games.

Subject to the terms of this Section 2.10.4, no Member shall participate in any game that will conflict with
the terms of any Conference Media Rights agreement or any of the Conference’s rights or obligations
thereunder. To the extent any Member is invited to participate in a football or men’s basketball game that
will be distributed or otherwise exploited in conflict with any football or men’s basketball game that is or
may be subject to any Conference Media Rights agreement (“Conflict Game”), and such Member wishes
to participate in such Conflict Game, the Member shall promptly refer the matter to the Commissioner
for his or her prior written approval. Unless the Commissioner grants such approval, the Member shall
be prohibited from participating in such Conflict Game.

2.10.5 Member Rights.

Notwithstanding Section 2.10.3, but only to the extent permitted by the Conference’s Media Rights
agreements, each Member shall retain such rights that are expressly retained by the Members under the
Grant of Rights and any other rights that the Board may from time to time determine may be exploited by
the Members.

2.10.6 Revenues from Non-Package Games.

Unless otherwise determined by the Board, all revenues derived from the exploitation by any Member of
its football games and basketball games that are not included in or selected for distribution as part of
any Conference Media Rights agreement (“Non-Package Games”) shall be deposited with the
Conference.

2.10.7 Conference Non-Package Contracts.

In appropriate circumstances determined by the Board, the Commissioner’s office may negotiate
television contracts for events that are not part of any Conference Media Rights agreement. However,
any such contracts shall be subject to the approval of the Board.

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2.10.8 Rights Fee for Non-Package Games.

The Board may establish a rights fee for the exploitation of any Non-Package Game.

2.10.9 Distribution of Revenues.

The revenues derived under Section 2.10.2 (Revenues From Media Rights) and Section 2.10.6 (Revenues
From Non-Package Games) resulting from the ACC-ESPN Multimedia Agreement and the ACC-ESPN
Network Agreement shall be divided equally among the Members in accordance with Section 2.5.2,
unless otherwise provided in these Bylaws (see Section 2.12).

2.11 GENERAL REGULATIONS

2.11.1 Booster Organization.

The athletics director shall serve as a board member of the Member’s athletics booster (fundraising)
organization where one exists, and the employees of that organization shall be directly responsible to
the athletics director or the person to whom the athletics director reports.

2.11.2 Annual Institutional Certification.

A Member shall not be eligible to enter a team or individual competitors in a Conference championship
unless its governing board makes an annual institutional certification, on a form approved by the
Conference office, attesting that:
a. Responsibility for the administration of the athletics program has been delegated to the CEO of
the Member.
b. The chief executive officer has the mandate and support of the board to operate a program of
integrity in full compliance with NCAA, Conference and all other relevant rules and regulations.
c. The chief executive officer, in consultation with the faculty athletics representative and the
athletics director, determines how the institutional vote shall be cast on issues of athletics policy
presented to the NCAA and the Conference.

2.11.3 Nonprofit Operating Principles.

2.11.3.1 Inurement of Income. No part of the net earnings of the organization shall inure to the
benefit of or be distributable to its members, trustees, officers, or other private persons except
that the organization shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the purposes set
forth herein above.

2.11.3.2 Legislative or Political Activities. No substantial part of the activities of the organization
shall be the carrying on of propaganda or otherwise attempting to influence legislation by legal,
governmental agencies, and the organization shall not participate in or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of any candidate for
public office.

2.11.3.3 Operation Limitations. Notwithstanding any other provisions of these articles, the
organization shall not carry on any other activities not permitted to be carried on (a) by an
organization exempt from Federal Income Tax under Section 501(c) of the Internal Revenue Code
of 1986 (or the corresponding provisions of any future United States Revenue Law), or (b) by an
organization, contributions to which are deductible under Section 170(c) of the Internal Revenue
Code of 1986 (or other corresponding provisions of any future United States Internal Revenue

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Law).

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 in such manner,
or to such organization or organizations organized and operated exclusively for charitable,
educational, religious or scientific purposes as shall at the time qualify as an exempt organization
or 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 the Board shall
determine. Any of such assets not so disposed of shall be disposed of by the state court of
jurisdiction in which the principal office of the organization is then located, exclusively for such
purposes or to such organization or organizations as said court shall determine which are
organized and operated exclusively for such purposes.

2.11.4 Indemnification.

2.11.4.1 Indemnification. To the fullest extent permitted under applicable law, the Conference
shall defend, indemnify and hold harmless each Director, each officer of the Conference and each
member of the Executive Committee and other Committees solely in his or her capacity as such
(each a “Covered Person”) for any loss, liability, damage, claim or expense (including reasonable
attorneys’ fees and costs) (collectively, “Losses”) reasonably incurred by such Covered Person as
a result of any third-party action, suit or proceeding, whether civil, criminal, administrative or
investigative (each, a “Proceeding”), to which such Covered Person is made a party or threatened
to be made a party, in each case, by reason of any act or omission performed or omitted by such
Covered Person in such capacity in good faith on behalf of the Conference and in a manner
reasonably believed to be within the scope of authority conferred on such Covered Person
explicitly under the Constitution or these Bylaws or otherwise by the Board pursuant to the
Constitution or these Bylaws; provided that no Covered Person shall be entitled to be indemnified
in respect of any Losses incurred by such Covered Person by reason of such Covered Person’s
gross negligence or willful misconduct with respect to such acts or omissions. The
indemnification described in this Section 2.11.4.1 shall continue as to a Covered Person who has
ceased to be a Director, officer of the Conference or member of the Executive Committee or other
Committee, and shall inure to the benefit of such Covered Person’s heirs, executors and
administrators; provided, however, that, except as provided in Section 2.11.4.3 hereof with
respect to Proceedings to enforce rights to indemnification, the Conference shall indemnify any
such Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered
Person only if such Proceeding (or part thereof) was duly authorized by the Board. Any obligation
under this Section 2.11.4.1 shall be provided out of and to the extent of the Conference’s assets
only, and no Member or other Covered Person shall have any personal liability for any
indemnification obligation.

2.11.4.2 Expenses. The right to indemnification conferred in Section 2.11.4.1 above shall be a
contract right and such right may include the right to be paid by the Conference the expenses
incurred in defending any such Proceeding in advance of its final disposition (an “Advancement
of Expenses”), but only to the extent set forth in policies and contracts approved by the Board
from time to time and, unless modified by any such policies or contracts, subject to an
undertaking by the Covered Person to repay any Advancement of Expenses upon demand by the
Conference if the Conference reasonably determines that the Covered Person has not met the
applicable standard for indemnification.

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2.11.4.3 Right of Covered Person to Bring Suit. If a claim under either of Sections 2.11.4.1 or, if
applicable, 2.11.4.2 hereof is not paid in full by the Conference within 120 days after a written
claim has been received by the Conference, the Covered Person may at any time thereafter bring
suit against the Conference to recover the unpaid amount of the claim. If such Covered Person
substantially prevails in any such suit or in a suit brought by the Conference to recover an
Advancement of Expenses pursuant to the terms of an undertaking delivered to the Conference
by or on behalf of such Covered Person, then in each case, the Covered Person shall also be
entitled to be paid the reasonable expenses of prosecuting or defending such suit. In any suit
brought by the Covered Person to enforce a right to indemnification hereunder (including in a suit
brought by the Covered Person to enforce a right to an Advancement of Expenses) it shall be a
defense that the Covered Person has not met the applicable standard for indemnification. Without
limiting any other rights it may have under policies and contracts approved by the Board, if the
Conference substantially prevails in any suit by a Covered Person seeking indemnification or an
Advancement of Expenses or in a suit by the Conference seeking recovery (in whole or in part) of
an Advancement of Expenses pursuant to the terms of an undertaking to repay the Conference,
the Conference shall be entitled to recover its reasonable expense of defending or prosecuting
such suit.

2.11.4.4 Notice of Proceedings. Promptly after receipt by a Covered Person of notice of the
commencement of any Proceeding against such Covered Person, such Covered Person shall, if a
claim for indemnification in respect thereof is to be made against the Conference, give prompt
written notice to the Board and the Commissioner of the commencement of such Proceeding;
provided, however, that the failure of a Covered Person to give notice as provided herein shall not
relieve the Conference of its obligations under either of Sections 2.11.4.1 or 2.11.4.2, except (a)
to the extent that the Conference’s ability to defend the Proceeding is actually prejudiced by such
failure and (b) that the Conference shall not be obligated to reimburse any expenses (including
attorneys’ fees and costs) incurred prior to the date such notice is received. If any such
Proceeding is brought against a Covered Person (other than a Proceeding by or in the right of the
Conference), then the Conference shall be entitled, upon notice to the Covered Person, to assume
the defense of such Proceeding with counsel selected by the Conference; provided, however, that
the Covered Person shall be entitled to participate in such Proceeding and to retain its own
counsel at his or her own expense. Once the Conference gives notice to the Covered Person that
it will assume the defense of such Proceeding, the Conference will not be liable for expenses
subsequently incurred by such Covered Person in connection with the defense thereof. Without
the consent of such Covered Person, the Conference will not consent to the entry of any judgment
or enter into any settlement that does not include as a term thereof the giving by the claimant or
plaintiff to such Covered Person of a release from all liability arising out of the Proceeding and
claims asserted therein.

2.11.4.5 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of

Expenses conferred in this Section 2.11.4 shall not be exclusive of any other right which any
person may have or hereafter acquire under applicable law or under any agreement that refers to
and expressly supersedes this Section 2.11.4.

2.11.4.6 Insurance. The Conference may maintain insurance, at its expense, to protect itself and
any Covered Person, employee or agent of the Conference or another corporation, partnership,
joint venture, trust, or other enterprise against any Losses, whether or not the Conference would
have the power to indemnify such person against such expense, liability, or Loss under applicable
law. The Conference shall use commercially reasonable efforts to obtain and maintain a

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customary directors and officers insurance policy on commercially reasonable terms.

2.11.4.7 Indemnification of Employees and Agents of the Conference. The Conference may, to
the extent authorized from time to time by the Board, grant rights to indemnification, and to the
Advancement of Expenses, to any employee or agent of the Conference to the same extent
granted to Covered Persons under this Section 2.11.4 (or to such lesser extent as the Board shall
determine).

2.11.4.8 Limitation on Certain Damages. Notwithstanding anything to the contrary in these

Bylaws, no claim may be made for indemnification under this Section 2.11.4 by a Covered Person,
and the term “Losses” shall not include, any special, indirect, consequential, exemplary, incidental
or punitive damages, in respect of any claim for breach of contract, misrepresentation, breach of
warranty, indemnification or other allegation of Losses or any other theory of liability arising out
of or related to the Constitution or these Bylaws; provided that the foregoing limitation shall not
apply to any indemnification obligation under this Section 2.11.4 in connection with a third-party
claim in which any such special, indirect, consequential, exemplary, incidental or punitive
damages are payable by any Covered Person to a third party (as finally determined by a court of
competent jurisdiction, which determination is not subject to review or appeal).

2.11.5 Interpretation.
Terms for which meanings are defined in the Constitution and these Bylaws shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine and feminine forms. Whenever used in any provision of the
Constitution or these Bylaws, the term “including” means including but without limiting the generality of
any description preceding or succeeding such term. Each reference to a person or entity shall include a
reference to the successors and permitted assigns of such person or entity. All references to “articles,”
“sections” or “appendices” shall be references to the articles, sections and appendices to the Constitution
and these Bylaws, as amended, modified, supplemented, or restated from time to time. All references to
the “Constitution” and these “Bylaws” shall include all such articles, sections, and appendices. Unless
otherwise specified, all references to any other agreement shall mean such agreement, as it may be
amended, modified, supplemented, or restated from time to time.

2.12 UNIVERSITY OF NOTRE DAME MEMBERSHIP

Notwithstanding any other provision of the Constitution, these Bylaws, the Committee structure, Sports
Operation Code, or General Policies and Procedures of the Conference:

a. The University of Notre Dame’s football team shall neither compete with the football teams of the
other Members for the Conference championship nor participate in the ACC Football
Championship Game. Any game between the University of Notre Dame football team and a
football team from another Member shall be considered a non-Conference game. Such games
will be covered by the ACC-Notre Dame Football Competition Agreement. Rules, Polices, and
Procedures of the Conference that have specific application to football will not apply to the
University of Notre Dame’s football team, unless otherwise specifically provided.

b. The University of Notre Dame shall be entitled to retain all media and broadcast rights and
revenues associated with its football and ice hockey teams, including rights and revenues related
to its participation in Postseason Football Games.

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c. No representatives of the University of Notre Dame shall serve on any Committee dealing solely
with football.

d. Representatives of the University of Notre Dame serving on the Board, the Executive Committee
or other Committees shall recuse themselves from voting on or participating in – and if asked
shall leave the room during – the discussion of matters specifically relating to football, including
media and broadcast rights relating to football, and such representatives shall not be considered
in determining whether a quorum is present for any such vote.

e. The University of Notre Dame shall not participate in any allocation or distribution of Conference
revenues attributable to football media or broadcast rights. For purposes of this provision, eighty
percent (80%) of total media and broadcast right revenues of the Conference in any particular
fiscal year, after determination of amounts reserved or used for Conference office expenses, shall
be deemed to be attributable to football, and the remaining twenty percent (20%) of such revenues
shall be deemed to be attributable to other sports.

f. The University of Notre Dame shall be entitled to retain all revenue from its participation in a
College Football Playoff (CFP) game or in the Orange Bowl and shall not receive any expense
reimbursement from the Conference for such games or participate in the allocation or distribution
of any revenues relating to the participation of any other Member in such games.

g. The University of Notre Dame shall participate in expense reimbursement and revenue
distribution, with respect to its participation in a Postseason Football Game, other than a CFP
game or the Orange Bowl, under the same terms and conditions as any other Member.

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APPENDIX 2-1 ADVISORY COMMITTEE ROSTERS

FAR Committee

Sheila Vélez Martínez ........................................................................................University of Pittsburgh, chair

Bob Murphy ................................................................................................................................Boston College
Antonis Katsiyannis ............................................................................................................Clemson University
Linda Franzoni ........................................................................................................................... Duke University
Mike Brady .................................................................................................................... Florida State University
Jenna Jordan ................................................................................................. Georgia Institute of Technology
Krista Wallace-Boaz ...................................................................................................... University of Louisville
Marvin Dawkins ...................................................................................................................University of Miami
Lissa Broome ........................................................................................................University of North Carolina
Joel Pawlak ..................................................................................................... North Carolina State University
Tricia Bellia ................................................................................................................ University of Notre Dame
Mary Graham ...................................................................................................................... Syracuse University
Carrie Heilman.................................................................................................................. University of Virginia
Jennifer Irish......................................................................... Virginia Polytechnic Institute & State University
Peter Brubaker...............................................................................................................Wake Forest University

Staff Liaisons: Matt Burgemeister .................................................. Associate Commissioner

Shelby McKay .......................................................... Associate Commissioner

AD Committee

John Wildhack .......................................................................................................... Syracuse University, chair

Blake James ...............................................................................................................................Boston College
Graham Neff ........................................................................................................................Clemson University
Nina King ................................................................................................................................... Duke University
Michael Alford .............................................................................................................. Florida State University
J Batt ............................................................................................................... Georgia Institute of Technology
Josh Heird ..................................................................................................................... University of Louisville
Dan Radakovich ..................................................................................................................University of Miami
Bubba Cunningham ..............................................................................................University of North Carolina
Boo Corrigan.................................................................................................... North Carolina State University
Jack Swarbrick .......................................................................................................... University of Notre Dame
Heather Lyke.................................................................................................................University of Pittsburgh
Carla Williams .................................................................................................................. University of Virginia
Whit Babcock ....................................................................... Virginia Polytechnic Institute & State University
John Currie ....................................................................................................................Wake Forest University

Staff Liaisons: James J. Phillips .......................................................................Commissioner

Ben Tario....................................................................... Deputy Commissioner

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SWA Committee

Amy Calabrese .................................................................................................... University of Louisville, chair

Shauna Cobb ..............................................................................................................................Boston College
Stephanie Ellison-Johnson .................................................................................................Clemson University
Heather Ryan ............................................................................................................................. Duke University
Alycia Varytimidis ........................................................................................................ Florida State University
Joeleen Akin ................................................................................................... Georgia Institute of Technology
Rachelle Paul .......................................................................................................................University of Miami
Marielle vanGelder ................................................................................................University of North Carolina
Michelle Lee .................................................................................................... North Carolina State University
Missy Conboy ............................................................................................................ University of Notre Dame
Jennifer Tuscano .........................................................................................................University of Pittsburgh
Kirsten Elleby ...................................................................................................................... Syracuse University
Armani Dawkins ............................................................................................................... University of Virginia
Reyna Gilbert-Lowry ............................................................. Virginia Polytechnic Institute & State University
Lindsey Babcock ...........................................................................................................Wake Forest University

Staff Liaisons: Jessica Rippey ............................................ Senior Associate Commissioner

Brandon Neff ............................................................Assistant Commissioner
Matt VanSandt ..................................................................................... Director
Jared Romance ................................................................... Assistant Director
Jas Palmer........................................................................... Assistant Director

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APPENDIX 2-2 STANDING COMMITTEE ROSTERS

Committee members listed with an asterisk (*) are currently serving their second three-year term and
cannot be reappointed.

Audit Committee
Ángel Cabrera (2024)........................................................................... Georgia Institute of Technology, chair
Fr. John Jenkins (2024)............................................................................................ University of Notre Dame
Kent D. Syverud (2024) ...................................................................................................... Syracuse University

Staff Liaison: Ben Tario....................................................................... Deputy Commissioner

Autonomy Committee
Julio Frenk (2024) .....................................................................................................University of Miami, chair
TBD..............................................................................................................................................Boston College
James P. Clements (2024).................................................................................................Clemson University
Heather Ryan (2026*) ............................................................................................................... Duke University
Mike Brady (2024) ........................................................................................................ Florida State University
Joeleen Akin (2026*) ..................................................................................... Georgia Institute of Technology
TBD................................................................................................................................. University of Louisville
Marielle vanGelder (2025) .................................................................................... University of North Carolina
Joel Pawlak (2025) ......................................................................................... North Carolina State University
Fr. John Jenkins (2024).................................................................................. University of Notre Dame, chair
Sheila Vélez Martínez (2024) ......................................................................................University of Pittsburgh
Mary Graham (2025).......................................................................................................... Syracuse University
TBD.................................................................................................................................... University of Virginia
Whit Babcock (2024) ........................................................... Virginia Polytechnic Institute & State University
Peter Brubaker (2025) ..................................................................................................Wake Forest University

Staff Liaisons: James J. Phillips .......................................................................Commissioner

Brad Hostetter .............................................................. Deputy Commissioner

Finance Committee
Timothy D. Sands (2024) ..................................................... Virginia Polytechnic Institute & State University
Fr. William P. Leahy (2024) .......................................................................................................Boston College
Richard McCullough (2024) ....................................................................................... Florida State University
Ben Tario..................................................................................... Treasurer/Deputy Commissioner, ex-officio

Infractions and Sportsmanship Review Committee

Shauna Cobb (2026) ..................................................................................................................Boston College
Antonis Katsiyannis (2025) ................................................................................................Clemson University
Linda Franzoni (2025)............................................................................................................... Duke University
Mike Brady (2024) ........................................................................................................ Florida State University
Jenna Jordan (2026) ..................................................................................... Georgia Institute of Technology
Amy Calabrese (2026*) ................................................................................................ University of Louisville

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Marvin Dawkins (2024) .......................................................................................................University of Miami

Bubba Cunningham (2024*)................................................................................. University of North Carolina
Joel Pawlak (2024*) ....................................................................................... North Carolina State University
Jack Swarbrick (2025) .............................................................................................. University of Notre Dame
Jennifer Tuscano (2024*) ...........................................................................................University of Pittsburgh
Kirsten Elleby (2025) .......................................................................................................... Syracuse University
Carrie Heilman (2024*) .................................................................................................... University of Virginia
Reyna Gilbert-Lowry (2026*) ............................................... Virginia Polytechnic Institute & State University
Peter Brubaker (2025*) .................................................................................................Wake Forest University

Staff Liaisons: Jessica Rippey ............................................ Senior Associate Commissioner

Matt Burgemeister .................................................. Associate Commissioner
Milton Roy ............................................................................................. Director

Legislation Committee
Henry Archuleta (2026) ......................................................................................................Clemson University
Todd Mesibov (2024*) .............................................................................................................. Duke University
John Carns (2026) ........................................................................................................ University of Louisville
Marvin Dawkins (2026) .......................................................................................................University of Miami
Heather Lyke (2024*) ...................................................................................................University of Pittsburgh
Mark Wheeler (2024*)........................................................................................................ Syracuse University
Derek Gwinn (2024) ............................................................. Virginia Polytechnic Institute & State University
Lindsey Babcock (2024) ...............................................................................................Wake Forest University

Staff Liaisons: Matt Burgemeister .................................................. Associate Commissioner

Milton Roy ............................................................................................. Director

Media Committee
John Wildhack .......................................................................................................... Syracuse University, chair
Blake James ...............................................................................................................................Boston College
Graham Neff ........................................................................................................................Clemson University
Nina King ................................................................................................................................... Duke University
Michael Alford .............................................................................................................. Florida State University
J Batt ............................................................................................................... Georgia Institute of Technology
Josh Heird ..................................................................................................................... University of Louisville
Dan Radakovich ..................................................................................................................University of Miami
Bubba Cunningham ..............................................................................................University of North Carolina
Boo Corrigan.................................................................................................... North Carolina State University
Jack Swarbrick .......................................................................................................... University of Notre Dame
Heather Lyke.................................................................................................................University of Pittsburgh
Carla Williams .................................................................................................................. University of Virginia
Whit Babcock ....................................................................... Virginia Polytechnic Institute & State University
John Currie ....................................................................................................................Wake Forest University
Sheila Vélez Martínez (2024) (FAR Committee Chair) ............................ University of Pittsburgh, ex-officio
Amy Calabrese (2024) (Senior Woman Administrator) ............................ University of Louisville, ex-officio

Staff Liaisons: James J. Phillips .......................................................................Commissioner

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Ben Tario....................................................................... Deputy Commissioner

Amy Yakola ................................................................... Deputy Commissioner

Nominating Committee
Nina King (2025) ....................................................................................................................... Duke University
Joeleen Akin (2026*) ..................................................................................... Georgia Institute of Technology
Joel Pawlak (2024) ......................................................................................... North Carolina State University
Chris Hoppe (2024) ......................................................................................................University of Pittsburgh
Armani Dawkins (2025) ................................................................................................... University of Virginia
Peter Brubaker (2024*) .................................................................................................Wake Forest University
James J. Phillips .........................................................................................................................Commissioner
Brad Hostetter .............................................................................................. Deputy Commissioner, ex-officio

Staff Liaison: Matt Burgemeister .................................................. Associate Commissioner

Student-Athlete Advisory Committee

Student-athlete terms are for one year; appointments will be made in August.
Krista Wallace-Boaz (2024) ......................................................................... University of Louisville, ex-officio
Reyna Gilbert-Lowry (2026*) .............................. Virginia Polytechnic Institute & State University, ex-officio

Staff Liaisons: Shelby McKay .......................................................... Associate Commissioner

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APPENDIX 2-3 SPORT COMMITTEE ROSTERS

Committee members listed with an asterisk (*) are currently serving their second three-year term and
cannot be reappointed.

Baseball Committee
Craig Anderson (2024) ................................................................................................... Boston College, chair
Kyle Young (2024*) ........................................................................................... Clemson University, vice-chair
Ed Scott (2025) .............................................................................................. University of Virginia, vice-chair
Michelle Lee (2025*)...................................................................... North Carolina State University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jessica Rippey ............................................ Senior Associate Commissioner

Men’s Basketball Committee

Bubba Cunningham (2026*).......................................................................University of North Carolina, chair
Bob Murphy (2025) .................................................................................................. Boston College, ex-officio
Adrian Autry (2024) ...........................................................................................Syracuse University, ex-officio
Lindsey Babcock (2025) ............................................................................. Wake Forest University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the athletics director of each member institution)

Staff Liaison: Paul Brazeau ............................................... Senior Associate Commissioner

Women’s Basketball Committee

Nina King (2024) ............................................................................................................. Duke University, chair
Shauna Cobb ..............................................................................................................................Boston College
Stephanie Ellison-Johnson .................................................................................................Clemson University
Bob Weiseman .......................................................................................................................... Duke University
Cindy Hartmann ........................................................................................................... Florida State University
Joeleen Akin ................................................................................................... Georgia Institute of Technology
Amy Calabrese .............................................................................................................. University of Louisville
Rachelle Paul .......................................................................................................................University of Miami
Robbi Pickeral Evans ............................................................................................University of North Carolina
Stephanie Menio ............................................................................................. North Carolina State University
Heidi Uebelhor ........................................................................................................... University of Notre Dame
Jennifer Tuscano .........................................................................................................University of Pittsburgh
Kirsten Elleby ...................................................................................................................... Syracuse University
Armani Dawkins ............................................................................................................... University of Virginia
Bridget Brugger-McSorley ................................................... Virginia Polytechnic Institute & State University
Ellie Shannon .................................................................................................................Wake Forest University
Carrie Heilman (2024) .................................................................................... University of Virginia, ex-officio
Kara Lawson (2024).................................................................................................Duke University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio

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Staff Liaison: Jackie Carson.............................................. Senior Associate Commissioner

Men’s and Women’s Fencing Committee

Matt Weldy (2025) .......................................................................................... University of Notre Dame, chair
Elinor Hurt (2024) .................................................................................................... Duke University, vice-chair
Shauna Cobb (2024) ................................................................................................ Boston College, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jas Palmer........................................................................... Assistant Director

Field Hockey Committee

Steve Pritzker (2026) ............................................................................................. University of Virginia, chair
Rachael Cosgrove (2026) ........................................................................... University of Louisville, vice-chair
Kirsten Elleby (2026) .........................................................................................Syracuse University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Matt VanSandt ..................................................................................... Director

Football Committee
Whit Babcock (2026*)................................................ Virginia Polytechnic Institute & State University, chair
Antonis Katsiyannis (2025) .............................................................................. Clemson University, ex-officio
Dino Babers (2024) ...........................................................................................Syracuse University, ex-officio
Lindsey Babcock (2025) ............................................................................. Wake Forest University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the athletics director of each member institution)

Staff Liaison: Michael Strickland ...................................... Senior Associate Commissioner

Men’s Golf Committee

Jack Winters (2024*) ...................................................................................................... Duke University, chair
Zach Brooks (2025) .................................................................................... University of Louisville, vice-chair
Lindsey Babcock (2024) ............................................................................. Wake Forest University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Matt VanSandt ..................................................................................... Director

Women’s Golf Committee

Eric Sabin (2026*) .....................................................................................................Clemson University, chair
Jim Fraleigh (2026) ................................................................................. University of Notre Dame, vice-chair
Marielle vanGelder (2026*) ................................................................ University of North Carolina, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio

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(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jared Romance ................................................................... Assistant Director

Gymnastics Committee
Stephanie Ellison-Johnson (2025) ...........................................................................Clemson University, chair
Carrie Doyle (2025) ....................................................................... North Carolina State University, vice-chair
Reyna Gilbert-Lowry (2025) ................................ Virginia Polytechnic Institute & State University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jessica Rippey ............................................ Senior Associate Commissioner

Men’s Lacrosse Committee

Clint Gwaltney (2025*)................................................................................University of North Carolina, chair
Chris Kennedy (2025*)............................................................................................ Duke University, vice-chair
Armani Dawkins (2026) .................................................................................. University of Virginia, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Matt VanSandt ..................................................................................... Director

Women’s Lacrosse Committee

Jodry Kirr (2025) .......................................................................................................Clemson University, chair
Mark Wheeler (2025) ....................................................................................... Syracuse University, vice-chair
Missy Conboy (2025*) ............................................................................ University of Notre Dame, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Matt VanSandt ..................................................................................... Director

Women’s Rowing Committee

Amanda Gray Richardson (2024*) ...........................................................................Clemson University, chair
Tim Wise (2025) ...................................................................................... University of Notre Dame, vice-chair
Heather Ryan (2025) ................................................................................................Duke University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jas Palmer........................................................................... Assistant Director

Men’s Soccer Committee

Garrett Munro (2026*) .......................................................................... North Carolina State University, chair
Matt Lombardi (2026)....................................................................................... Clemson University, vice-chair
Marielle vanGelder (2025*) ................................................................ University of North Carolina, ex-officio

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James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio

(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Brandon Neff ............................................................Assistant Commissioner

Women’s Soccer Committee

Craig Zakrzewski (2025).................................................................................... Wake Forest University, chair
Katie Stumpp (2025) .................................................................................. University of Pittsburgh, vice-chair
Amy Calabrese (2025) ................................................................................. University of Louisville, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio

(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jessica Rippey ............................................ Senior Associate Commissioner

Softball Committee
Natalie Gonzalez Honnen (2025) .............................................................................Clemson University, chair
Todd Mesibov (2025) ............................................................................................. Duke University, vice-chair
Joeleen Akin (2025) ..................................................................... Georgia Institute of Technology, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Brandon Neff ............................................................Assistant Commissioner

Men’s and Women’s Swimming and Diving Committee

Katie Graham (2024) ............................................................................ North Carolina State University, chair
Wendy Meyers (2025) ................................................................................ University of Pittsburgh, vice-chair
Lauren Rust (2025) ..................................................................................... University of Louisville, vice-chair
John Proctor (2026*) .................................................................................. Florida State University, ex-officio
Heather Ryan (2024) ................................................................................................Duke University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Matt VanSandt ..................................................................................... Director

Men’s Tennis Committee

Jon Allen (2026*) ......................................................................................................Clemson University, chair
Colin Hargis (2025) ....................................................................... North Carolina State University, vice-chair
Rachelle Paul ..................................................................................................... University of Miami, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Brandon Neff ............................................................Assistant Commissioner

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Women’s Tennis Committee

Justin Ruffin (2025) ............................................................................................ University of Louisville, chair
Leslie Barnes (2025) ............................................................................................... Duke University, vice-chair
Kirsten Elleby (2025) .........................................................................................Syracuse University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Brandon Neff ............................................................Assistant Commissioner

Men’s and Women’s Track and Cross Country Committee

Meeghan Ford (2025) ..................................................................................................... Duke University, chair
Shirelle Jackson (2026*) ..................................................................................University of Miami, vice-chair
Chris Hoppe (2025) .................................................................................... University of Pittsburgh, vice-chair
Lisa Varytimidis (2025)............................................................................... Florida State University, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jared Romance ................................................................... Assistant Director

Women’s Volleyball Committee

Lisa Varytimidis (2026)...................................................................................... Florida State University, chair
Jess Kerr (2026)...................................................................................... University of Notre Dame, vice-chair
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Jared Romance ................................................................... Assistant Director

Wrestling Committee
Vince Ille (2024*).........................................................................................University of North Carolina, chair
Shawn Zeplin (2025) ............................................................................................... Duke University, vice-chair
Jennifer Tuscano (2024*) ......................................................................... University of Pittsburgh, ex-officio
James J. Phillips ................................................................................... Atlantic Coast Conference, ex-officio
(The remainder of the committee is composed of the head coach of each member institution)

Staff Liaison: Brandon Neff ............................................................Assistant Commissioner

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APPENDIX 2-4 SERVICE GROUP LIAISONS

Listed below are the staff liaison(s) for identified Conference service groups. In-person service group
meetings will be subject to the approved operating budget for the applicable year.

Academic Support Directors

Shelby McKay ................................. Associate Commissioner

Communications Directors Kevin Davis ......................... Senior Associate Commissioner

Compliance Directors Milton Roy .................................................................... Director

Matt Burgemeister ......................... Associate Commissioner
Brad Hostetter ..................................... Deputy Commissioner

Development Directors Amy Yakola .......................................... Deputy Commissioner

Equipment Managers Donald Moore .............................................................. Director

Facilities and Operations Directors Brandon Neff ...................................Assistant Commissioner

Financial Officers Ben Tario.............................................. Deputy Commissioner

Kelvin Anthony................................ Associate Commissioner

Health Care Advisory Group Shelby McKay ................................. Associate Commissioner

Marketing Directors Tim Lynde ........................... Senior Associate Commissioner

Carl Hairston................................... Associate Commissioner

Student-Athlete Development Directors Shelby McKay ................................. Associate Commissioner

Ticket Managers Ben Tario.............................................. Deputy Commissioner

Kara Tyree.................................................................... Director

Video Services Directors Martha Schwab .............................. Associate Commissioner

Steve Vollinger ............................................................ Director

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APPENDIX 2-5 PENALTIES

1. The offending institution or staff member may be publicly reprimanded and/or censured by the
commissioner and warned against repetition of the offense.
2. The staff member found in violation of a recruiting rule may be denied the privilege of contact
with any prospective student-athlete for a period not to exceed one year; and the same penalty
may be imposed upon all staff members of the sport involved.
3. The institution may be denied the right to schedule games with other Members in the sport in
which the violation occurred. This action shall be subject to approval of the Conference.
4. The Commissioner shall have the authority to fine any member institution a maximum of $25,000
for any violation of the Constitution and Bylaws. Fines assessed shall be paid within 30 days after
final determinations.
5. The Commissioner may order severance of athletic relations with the offending institution. This
action shall be subject to the approval of the Conference.
6. Member institutions prohibited from appearing on any ACC or NCAA controlled television
program and/or prohibited from participating in ACC or NCAA preseason or postseason
competition, including bowl games, shall not be entitled to participate in the distribution of
Conference funds derived from those sources during the period of such prohibition.
7. Prohibition of an institution from participating in sanctioned Conference competition versus non-
Conference teams and from sharing in the revenue distribution derived from the event.
Note: The above would include any television arrangement in which the Conference is a
participant.
8. Prohibition of an institution from participating in NCAA Championships or postseason bowl
games.
9. Prohibition of an institution from receiving Conference Championship tickets or tickets to
Conference sanctioned competition versus non-Conference opponents.
10. Prohibition of an institution from sharing in distribution of other Conference income (e.g.,
corporate sponsorship, NCAA grant money).
11. Ineligibility of a team or teams for Conference championships.
12. Determination that contests against a university on probation for violations in a sport may be
determined not to count in Conference standings in that sport.
13. Restriction of a coach involved in violations from any coaching for a period of time.
14. Reduction in the number of coaches in any sport.
15. Reduction in the number of initial grants in football for one or more years.
16. Reduction in the maximum allowable scholarship limits in a sport for one or more years.
17. Disassociation of the institution from a booster club or the reorganization of such a club
controlled by the institution.
18. Restriction of a coach from having a television show.
19. Restriction of a coach from summer sports camp activity.
20. Restrict number of a coach’s remunerated public appearances.
21. Required annual report from the coach and the athletics director concerning the status of
compliance in a sport.
22. Cancellation of a coach’s gratuities from athletic equipment companies.
23. Reduction of the recruiting budget for a sport or coach.
24. Requirement that an institution show cause as to why its membership should not be terminated
if appropriate action is not taken against a coach found to have been involved in serious financial
aid violations.

56 2023-24 ACC MANUAL

 EXHIBIT 2
Grant of Rights Agreement
 EXHIBIT 3
Amendment to Grant of Rights Agreement
 EXHIBIT 4
North Carolina Stipulation of Service
Mecklenburg County Clerk of Superior Court

STATE OF NORTH CAROLINA GENERAL COURT OF JUSTICE

SUPERIOR COURT DIVISION
COUNTY OF MECKLENBURG 23CV040918-590

ATLANTIC COAST CONFERENCE,

Plaintiff,

v. STIPULATION OF SERVICE
BOARD OF TRUSTEES OF
FLORIDA STATE UNIVERSITY,

Defendant.

Plaintiff Atlantic Coast Conference and Defendant Board of Trustees of Florida

State University stipulate as follows:

Atlantic Coast Conference properly served process in compliance with

North Carolina Rule of Civil Procedure Rule 4 in Atlantic Coast
Conference v. Board of Trustees of Florida State University, Case No.
23CV040918-590, State of North Carolina, County of Mecklenburg,
Superior Court Division, upon Board of Trustees of Florida State
University on December 22, 2023. It is the intent of this Stipulation
that while the Board of Trustees of Florida State University waives any
defect of service claim under Rule 12(b)(4) or 12(b)(5), it does not waive
and preserves all jurisdictional defenses it may have.

The Parties further stipulate and agree that the Board of Trustees of Florida
State University shall have through and until February 16, 2024, within which to file
and serve its responsive pleading or motion.

Electronically Filed Date:1/12/2024 6:02 PM Mecklenburg County Clerk of Superior Court

Case No.2023CVS40918 ECF No. 8 Filed 01/12/2024 17:31:15 N.C. Business Court
Respectfully submitted, this the 12th day of January, 2024.

/s/ James P. Cooney III

James P. Cooney III (NC Bar No. 12140)
Sarah Motley Stone (NC Bar No. 34117)
Patrick Grayson Spaugh (NC Bar No. 49532)
WOMBLE BOND DICKINSON (US) LLP
301 South College Street, Suite 3500
Charlotte, NC 28202-6037
Phone 704-331-4980
[email protected]
[email protected]
[email protected]
Attorneys for Atlantic Coast Conference

/s/ C. Bailey King, Jr.

Christopher C. Lam (NC Bar No. 28627)
C. Bailey King, Jr. (NC Bar No. 34043)
BRADLEY ARANT BOULT CUMMINGS, LLP
214 North Tryon Street, Suite 3700
Charlotte, NC 28202
Telephone: (704) 338-6000
Facsimile: (704) 332-8858
[email protected]
[email protected]
Attorneys for Board of Trustees of Florida State
University

2
 CERTIFICATE OF SERVICE

I certify that on January 12, 2024, the foregoing document was sent via email
to:

Christopher C. Lam
C. Bailey King, Jr.
BRADLEY ARANT BOULT CUMMINGS, LLP
214 North Tryon Street, Suite 3700
Charlotte, NC 28202
Telephone: (704) 338-6000
Facsimile: (704) 332-8858
[email protected]
[email protected]

Counsel for Defendant

/s/ James P. Cooney III

James P. Cooney III

3
 EXHIBIT 5
Florida Stipulation of Service
Filing # 189711542 E-Filed 01/12/2024 06:49:38 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT

IN AND FOR LEON COUNTY, FLORIDA
CASE NO. 23-CA-002860

FLORIDA STATE UNIVERSITY

BOARD OF TRUSTEES,

Plaintiff,

v.

ATLANTIC COAST CONFERENCE,

Defendant.
/

STIPULATION OF SERVICE

Plaintiff Florida State University Board of Trustees and Defendant Atlantic

Coast Conference stipulate as follows:

Florida State University Board of Trustees properly served process

under the laws of the State of Florida in Florida State University Board
of Trustees v. Atlantic Coast Conference, Case No. 23-CA-002860,
State of Florida, County of Leon, Circuit Court, on the Atlantic Coast
Conference on December 28, 2023. It is the intent of this Stipulation
that while the Atlantic Coast Conference waives any defect of service,
it does not waive and preserves all jurisdictional defenses it may have.

The Parties further stipulate and agree that the Atlantic Coast Conference shall
have through and until February 16, 2024, within which to file and serve its
responsive pleading or motion.

Executed January 12, 2024.

Respectfully submitted,

s/ David C. Ashburn s/ Alan Lawson

David C. Ashburn, Esq. Alan Lawson, Esq.
Florida Bar No. 708046 Florida Bar No. 709591
Peter G. Rush, Esq. Jessica Slatten, Esq.
Florida Bar No. 1050902 Florida Bar No. 27038
John K. Londot, Esq. Raymond F. Treadwell, Esq.
Florida Bar No. 579521 Florida Bar No. 93834
GREENBERG TRAURIG, P.A. Amber Stoner Nunnally, Esq.
101 East College Avenue Florida Bar No. 109281
Post Office Drawer 1838 Robert E. Minchin III, Esq.
Tallahassee, FL 32302 Florida Bar No. 1033022
Phone 850-222-6891 LAWSON HUCK GONZALEZ, PLLC
[email protected] 215 South Monroe Street, Suite 320
[email protected] Tallahassee, FL 32301
[email protected] Telephone: 850-825-4334
[email protected] [email protected]
[email protected] [email protected]
[email protected] [email protected]
Attorneys for Florida State University [email protected]
Board of Trustees [email protected]
[email protected]
[email protected]
Attorneys for Atlantic Coast
Conference