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|Tuesday, July 26, 2022||1:00 PM ET|
|WBAI Radio Committee||Teleconference|
To discuss possible airdates for the LSB Reports.
Dial-in Number: 1-717-275-8940 (Pennsylvania)
Participant Access Code: 316 0239
To mute/unmute oneself *6
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|Shawn Rhodesemail@example.com||Posted: 07/19/2022 - 4:17 PM||Updated :07/19/2022 - 4:17 PM|
|Tuesday, July 26, 2022||8:30 PM ET|
|Purpose: Regular meeting||Committee Members|
1. Convene meeting 8:30 PM (ET)
2. Roll Call
3. Adopt Agenda
4. Chair's Announcements (2 minutes)
5. Minutes (3 minutes)
6. Report from Executive Director (If available, 10 minutes)
7. Report from the CFO (10 minutes)
8. Review of the May and June financials (40 mins)
9. Motion to update Pacifica Transaction Limits (See Appendix A) (Beth von Gunten, 20 minutes)
10. Non Disclosure Agreements (See Appendix B) (20 minutes)
11. Budget Timelines and schedule for NFC review of budgets for FY22 and FY23 (5 minutes)
12. New business
13. Adjourn no later than 10:15 PM (ET)
Motion to update Pacifica Transaction Limit Policy
The NFC recommends that the PNB authorize the Executive Director, General Managers, Pacifica Unit Managers, and other senior management as designated by the Executive Director, to approve on their own authority all reasonable and necessary standard transactions within policy and budgetary guidelines, in amounts up to and including $10,000 per annum, including all previously approved contractual obligations and routine payments.
Any and all proposed new transactions in excess of $10,000 per annum not already covered in the budget shall require PNB approval in advance. All such proposed transactions shall be submitted to the PNB in writing in advance and considered for approval at the next appropriate PNB meeting.
In case of emergency, in light of the need to provide for continuity of operations, the most senior acting Pacifica Manager may obtain the necessary approval with the signatures of the current acting Pacifica CFO and any two currently seated elected PNB Officers, a process to be reserved strictly for emergencies.
Any transaction above this Transaction Limit executed without pre-approval is in violation of Pacifica Policy. Any and all questionable transactions shall be reported immediately to the PNB, shall be agendized at the next appropriate PNB meeting, and shall be considered in performance evaluations.
This policy of __, __ 2022, supersedes the previous PNB Spending Policy of April 25, 2013, and any and all other previous pertinent Pacifica policies.
Beth von Gunten
KPFK LSB, PNB Director
Pacifica National Board Member And Pacifica National Board
Committee Member Non- Disclosure and Confidentiality Agreement
This Non-Disclosure and Confidentiality Agreement (this Ã¢ï¿½ï¿½AgreementÃ¢ï¿½ï¿½)
is entered into as of the ____ day of _________________________ (the
Ã¢ï¿½ï¿½Effective DateÃ¢ï¿½ï¿½) by and between the Pacifica Foundation, Inc.
(Ã¢ï¿½ï¿½PacificaÃ¢ï¿½ï¿½) and ______________________________________,
[Pacifica National Board (PNB) MemberÃ¢ï¿½ï¿½s name or PNB Board
Committee MemberÃ¢ï¿½ï¿½s name] a member of the Pacifica National Board
or a Committee of the Pacifica National Board (Ã¢ï¿½ï¿½MemberÃ¢ï¿½ï¿½). The above
parties may be referred to singularly as a Ã¢ï¿½ï¿½PartyÃ¢ï¿½ï¿½ or collectively as the
_______________________is a member of the PNB or a member of a
PNB Committee. In connection with the MemberÃ¢ï¿½ï¿½s duties, Pacifica may
disclose to the Member certain confidential and proprietary information
unique and valuable to its ongoing business operations. In consideration
of the MemberÃ¢ï¿½ï¿½s ability to discuss and address that confidential
proprietary information the Parties agree as follows:
1. Confidential Information. The term Ã¢ï¿½ï¿½Confidential InformationÃ¢ï¿½ï¿½ as
used in this Agreement shall mean any data, information, or knowledge
disclosed by Pacifica to the Member and not generally known to the
public, including but not limited to:
a. PacificaÃ¢ï¿½ï¿½s business or operational plans or activities, existing or
contemplated markets, fundraising initiatives, methods of operation,
products, or services;
b. PacificaÃ¢ï¿½ï¿½s strategic, demographic and logistics data;?c. Reports from
PacificaÃ¢ï¿½ï¿½s attorneys, including but not limited to discussions of litigation
strategy, litigation decisions, and assessments of possible courses of
action;?d. PacificaÃ¢ï¿½ï¿½s financial information other than that publicly
available through the Internal
Revenue Service;?e. PacificaÃ¢ï¿½ï¿½s management, suppliers, customers,
employees, or third-party contractors;?f. PacificaÃ¢ï¿½ï¿½s accounts, or
goodwill;?g. PacificaÃ¢ï¿½ï¿½s technical systems, processes, methods,
algorithms, computational schemas,
know-how, or trade secrets;?h. PacificaÃ¢ï¿½ï¿½s employeesÃ¢ï¿½ï¿½ salaries, personal
information, job related functions, duties or
responsibilities, except to the extent that such information is set out in
the Pacifica Bylaws; i. PacificaÃ¢ï¿½ï¿½s written, auditory or electronic
communications;?j. Any information that if disclosed, whether true or
untrue, could harm the goodwill or
reputation of Pacifica or PacificaÃ¢ï¿½ï¿½s management, supporters, suppliers,
employees, third-party contractors, methods of operation, or services;
or?k. Any other information of any nature whatsoever that PacificaÃ¢ï¿½ï¿½s
Executive Director, Chief
Financial Officer or General Counsel desires to maintain confidentially.
2. Exclusions to Confidential Information. The obligation of
confidentiality with respect to Confidential Information will not apply to
a. If the information is or becomes publicly known and available
other than as a result of prior unauthorized disclosure by a
b. If the information is or was received by the member from a third-
party source which, to the best knowledge of the Member, is or
was not under a confidentiality obligation to Pacifica with regard
to such information; ?
c. If the information is disclosed by the Member with PacificaÃ¢ï¿½ï¿½s prior
written permission and approval; ?
d. If the information is independently developed by the Member prior
to disclosure by the Pacifica and without the use and benefit of any
of PacificaÃ¢ï¿½ï¿½s Confidential Information; or ?
e. If the Member is legally compelled by applicable law, by any
court, governmental agency, or regulatory authority or subpoena or
discovery request in pending litigation, but only if, to the extent
lawful, the Member gives prompt written notice of that fact to the
Pacifica Executive Director prior to disclosure so that Pacifica may
request a protective order or other remedy, the member may
disclose only such portion of the Confidential Information which
they are legally obligated to disclose. ?
3. Obligation to Maintain Confidentiality. With respect to
a. The Member agrees to retain the Confidential Information in strict
confidence, to protect the security, integrity, and confidentiality of
such information and to not permit unauthorized access to or
unauthorized use, disclosure, publication, or dissemination of
Confidential Information except in conformity with this
b. Confidential Information is and will remain the sole and exclusive
property of Pacifica and will not be disclosed or revealed by the
Member except (i) to other members of PacificaÃ¢ï¿½ï¿½s Board who have
a need to know such information and agree to be bound by the
terms of this Agreement or (ii) with the CompanyÃ¢ï¿½ï¿½s express prior
written consent. ?
c. The Member agrees that, in the event the member must download,
access, process, transfer or otherwise communicate Confidential
Information, the Member will comply with all laws and regulations
applicable to exports and re-exports of data and information and
will not, directly or indirectly, export or re-export any Confidential
Information in violation of such laws and regulations. ?
d. Upon termination of this Agreement or at the request of Pacifica,
the member will ensure that all Confidential Information and all
documents, memoranda, notes and other writings or electronic
records prepared by the Member that include or reflect any
Confidential Information in PacificaÃ¢ï¿½ï¿½s actual or constructive
possession are returned to PacificaÃ¢ï¿½ï¿½s Executive Director within 24
e. The obligation not to disclose Confidential Information shall
survive the termination of this Agreement, and at no time will the
member be permitted to disclose Confidential Information, except
to the extent that such Confidential Information is excluded from
the obligations of confidentiality under this Agreement pursuant to
Paragraph 2 above. ?
4. Remedies. The member acknowledges that use or disclosure of any
confidential and proprietary information in a manner inconsistent with
this Agreement will give rise to irreparable injury for which damages
would not be an adequate remedy. Accordingly, in addition to any other
remedies which may be available at law or in equity, Pacifica shall be
entitled to equitable or injunctive relief against the unauthorized use or
disclosure of confidential and proprietary information. Pacifica shall be
entitled to pursue any other legally permissible remedy available as a
result of such breach, including but not limited to damages, both direct
and consequential. In any action brought by Pacifica under this Section,
Pacifica shall be entitled to recover its attorneyÃ¢ï¿½ï¿½s fees and costs from
member, and the Member may be barred from all closed session of the
5. Notices. All notices given under this Agreement must be in writing. A
notice is effective upon receipt and shall be sent via one of the following
methods: delivery in person, overnight courier service, certified or
registered mail, postage prepaid, return receipt requested, addressed to
the Party to be notified at the below address or by facsimile at the below
facsimile number or in the case of either Party, to such other party,
address or facsimile number as such Party may designate upon
reasonable notice to the other Party.
Name of Contact Person and Title: Stephanie Wells, Executive Director
Address: 3729 Cahuenga Boulevard West, Los Angeles, CA 91604
Email Address: firstname.lastname@example.org
Street Address _____________________________________
City, State, Zip Code________________________________
6. Amendment. This Agreement may be amended or modified only by a
written agreement signed by both of the Parties.
7. Jurisdiction. This Agreement will be governed by and construed in
accordance with the laws of the State of California. Any dispute arising
from this Agreement shall be resolved in the courts of the State of
8. No Offer or Sale. Nothing in this Agreement will be deemed a sale or
offer for sale of Confidential Information nor obligate Pacifica to grant
the Member a license or any rights, by statute, common law theory of
estoppel or otherwise, to Confidential Information.
9. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or oral,
regarding the subject matter hereof.
10. Waiver. Neither Party will be charged with any waiver of any
provision of this Agreement, unless such waiver is evidenced by a
writing signed by the Party and any such waiver will be limited to the
terms of such writing.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of ______________________________
MEMBER OF THE BOARD:
CONSENT TO USE OF ELECTRONIC TRANSMISSIONS
In accordance with Corporations Code Ã‚Â§Ã‚Â§20 and 5079 and the bylaws of
Pacifica Foundation, Inc., a California Nonprofit Corporation (the
Ã¢ï¿½ï¿½corporationÃ¢ï¿½ï¿½), the undersigned hereby agrees to the following:
1. The corporation may send meeting notices, annual reports, and all
other materials (Ã¢ï¿½ï¿½recordsÃ¢ï¿½ï¿½) to me by electronic transmission at the e-mail
address listed below.
2. The corporation may rely on communications sent by me to the
corporation by electronic transmission from the e-mail address listed
below for any purposes, including action by written consent. I hereby
certify that the corporation may reasonably conclude that I am the author
of communications so sent.
3. I understand that I have the right to have all records provided or made
available on paper or in nonelectronic form, but only if requested by me
in writing. Requested Records shall be provided within a reasonable
period of time.
Electronic transmissions may be sent and received as follows:
By e-mail: [insert email here]
This consent shall remain in full force and effect until I revoke it in
writing and so notify the corporation.
|R. Paul Martinemail@example.com||Posted: 03/22/2022 - 10:09 PM||Updated :08/09/2022 - 10:28 PM|
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