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Tuesday, July 26, 2022 1:00 PM ET
WBAI Radio Committee Teleconference
Committee Members

To discuss possible airdates for the LSB Reports.

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Shawn Rhodes popstarshawn@yahoo.com
Posted: 07/19/2022 - 4:17 PMUpdated :07/19/2022 - 4:17 PM

Tuesday, July 26, 2022 8:30 PM ET
Finance Committee Teleconference
Purpose: Regular meeting Committee Members
Agenda
Agenda
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)

Appendix

A)


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

Member, NFC




B)


Nondisclosure Agreement


Pacifica National Board Member And Pacifica National Board

Committee Member Non- Disclosure and Confidentiality Agreement

This Non-Disclosure and Confidentiality Agreement (this �Agreement�)

is entered into as of the ____ day of _________________________ (the

�Effective Date�) by and between the Pacifica Foundation, Inc.

(�Pacifica�) and ______________________________________,

[Pacifica National Board (PNB) Member�s name or PNB Board

Committee Member�s name] a member of the Pacifica National Board

or a Committee of the Pacifica National Board (�Member�). The above

parties may be referred to singularly as a �Party� or collectively as the

�Parties�.

_______________________is a member of the PNB or a member of a

PNB Committee. In connection with the Member�s duties, Pacifica may

disclose to the Member certain confidential and proprietary information

unique and valuable to its ongoing business operations. In consideration

of the Member�s ability to discuss and address that confidential

proprietary information the Parties agree as follows:

1. Confidential Information. The term �Confidential Information� 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. Pacifica�s business or operational plans or activities, existing or

contemplated markets, fundraising initiatives, methods of operation,

products, or services;

b. Pacifica�s strategic, demographic and logistics data;?c. Reports from

Pacifica�s attorneys, including but not limited to discussions of litigation

strategy, litigation decisions, and assessments of possible courses of

action;?d. Pacifica�s financial information other than that publicly

available through the Internal

Revenue Service;?e. Pacifica�s management, suppliers, customers,

employees, or third-party contractors;?f. Pacifica�s accounts, or

goodwill;?g. Pacifica�s technical systems, processes, methods,

algorithms, computational schemas,

know-how, or trade secrets;?h. Pacifica�s employees� salaries, personal

information, job related functions, duties or

responsibilities, except to the extent that such information is set out in

the Pacifica Bylaws; i. Pacifica�s written, auditory or electronic

communications;?j. Any information that if disclosed, whether true or

untrue, could harm the goodwill or

reputation of Pacifica or Pacifica�s management, supporters, suppliers,

customers,

employees, third-party contractors, methods of operation, or services;

or?k. Any other information of any nature whatsoever that Pacifica�s

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

any information:

a. If the information is or becomes publicly known and available

other than as a result of prior unauthorized disclosure by a

Member; ?

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 Pacifica�s 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 Pacifica�s 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

Confidential Information:

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

Agreement. ?

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 Pacifica�s Board who have

a need to know such information and agree to be bound by the

terms of this Agreement or (ii) with the Company�s 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 Pacifica�s actual or constructive

possession are returned to Pacifica�s Executive Director within 24

hours. ?

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

legal

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 attorney�s fees and costs from

member, and the Member may be barred from all closed session of the

Board.

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.

Pacifica

Name of Contact Person and Title: Stephanie Wells, Executive Director

Address: 3729 Cahuenga Boulevard West, Los Angeles, CA 91604

Email Address: ed@pacifica.org

Member

Street Address _____________________________________

City, State, Zip Code________________________________

Telephone Number__________________________________

Email Address______________________________________

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

California.

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:

__________________________

PACIFICA FOUNDATION

By: ______________________________________

Name: ____________________________________

Title: _____________________________________



C.


CONSENT TO USE OF ELECTRONIC TRANSMISSIONS

In accordance with Corporations Code çç20 and 5079 and the bylaws of

Pacifica Foundation, Inc., a California Nonprofit Corporation (the

�corporation�), the undersigned hereby agrees to the following:

1. The corporation may send meeting notices, annual reports, and all

other materials (�records�) 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.

Date:


Signature:


Printed Name:

Minutes
PDF 

R. Paul Martin rpm@glib.com
Posted: 03/22/2022 - 10:09 PMUpdated :08/09/2022 - 10:28 PM

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