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Adopted Board Resolutions | Special Meeting of the PTI Board | 26 June 2017

  1. Approval of Minutes
  2. Modification of PTI Audit Committee Charter

 

  1. Approval of Minutes

    Resolved (PTI2017.06.26.01), the Board approves the minutes of the 6 April 2017 Special Meeting of the PTI Board.

  2. Modification of PTI Audit Committee Charter

    Whereas, the PTI Board must confirm that there is sufficient independence among members of the Audit Committee to meet California statutory requirements.

    Whereas, under California law, Audit Committees may include non-Directors as voting members.

    Resolved (PTI2017.06.26.02), the PTI Board approves the revised Audit Committee Charter that will allow for the appointment of a non-Director voting member to serve on the Audit Committee when neither of the community-selected PTI Board Directors has the appropriate level of independence to serve on the Audit Committee.

    Resolved(PTI2017.06.26.03), the PTI Board directs the PTI President or her designee to coordinate conversations with potential candidates with financial expertise to serve as the non-Director voting member of the Audit Committee during this time when neither community-selected Director may serve on the Audit Committee.

    RATIONALE FOR RESOLUTIONS PTI201706.26.02-03:

    California law requires that audit committees not have members that "have a material financial interest in any entity doing business with the corporation." While independence can exist for those who are employed by ICANN (but not PTI), the two community-selected Directors each have interests in registries that do business with PTI such that they cannot be considered independent. As a result, the PTI Audit Committee cannot be properly comprised under the current Charter composition.

    California law also allows an organization to appoint a non-Director to serve as a voting member of the Audit Committee as a way to address the need for independence. Today's action allows PTI to use this independent Audit Committee member as a way to comprise its Audit Committee. This tool will only be available when needed, that is when neither community-nominated Director has sufficient independence to serve on the Audit Committee. The independent member will serve in the community-nominated Director's stead, and would balance the presence of ICANN-selected Directors on the Audit Committee.

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Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."