Adopted Resolutions for 3 December 2019 Organizational Meeting
Election of Chair
RESOLVED (PTI.2019.12.03.01), that Lise Fuhr is elected as Chair of the PTI Board.
Election of Officers
RESOLVED (PTI.2019. 12.03.02), that the following persons be, and they hereby are, elected to the following officer positions of the Company, to serve until the annual meeting of the Board or until their respective successors are duly elected and qualified:
Composition of PTI Audit Committee
RESOLVED (PTI.2019. 12.03.03), that the PTI Audit Committee is comprised as follows:
Gary Rolfes, Non-Director Member and Chair, PTI Audit Committee
Rationale for Resolutions PTI.2019. 12.03.01–03
The resolutions taken here today are organizational actions that allow PTI to maintain its expected governance controls.
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. 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. In June 2017, the PTI Board modified the Audit Committee Charter to allow for a non-Director to be appointed to serve on the committee.
The full PTI Board considered Mr. Rolfes for the position prior to his initial appointment in August 2017. With a diverse background including in California nonprofit audit requirements, Mr. Rolfes remains well suited to provide input and guidance to fulfill the PTI Audit Committee's requirements. This action allows PTI to meet its obligations as a California nonprofit and to proceed with the engagement of independent auditors to produce audited financial statements. The PTI Board thanks Mr. Rolfes for his continued service.
None of the actions taken today are anticipated to have any impact on the security, stability or resiliency of the DNS, though the PTI will be essential to ICANN's security, stability and resiliency work. There will be resource implications in supporting the operations of PTI.