Adopted Resolutions - Special Meeting of the PTI Board/Annual Organizational Meeting | 20 December 2018

Adoption of PTI FY20 Operating Plan and Budget

Whereas, the draft PTI FY20 Operating Plan and Budget was posted for public comment in accordance with the Bylaws on 28 September 2018, which was based upon community consultations, and consultations with PTI and ICANN organization, during the current fiscal year.

Whereas, the PTI Board reviewed the inputs received on the FY20 Operating Plan and Budget during public comment and how PTI management addressed those comments.

Whereas, the public comments received, as well as other solicited community feedback were taken into account to determine required revisions to the draft PTI FY20 Operating Plan and Budget.

Resolved (PTI2018.12.20.01), the PTI Board adopts the PTI FY20 Operating Plan and Budget. The PTI Board directs the PTI President, or his designee, to submit the adopted PTI FY20 Operating Plan and Budget to the ICANN Board as required under the ICANN Bylaws.

Rationale for Resolution PTI2018.12.20.01

In accordance with Article 9, Section 9.2 of the PTI Bylaws, the Board is to adopt an annual budget and submit it to the ICANN Board. On 28 September 2018, a draft of the PTI FY20 Operating Plan and Budget was posted for public comment. This version was based on numerous discussions with senior members of PTI and ICANN Management, and extensive consultations with the ICANN community, including the customers of the IANA Functions. Subsequent activities, including face-to-face meetings during ICANN's 63^rd Public Meeting in Barcelona, Spain and email communications, as well comments received through the public comment forum, resulted in minor revisions to the draft that was posted for comment.

The public comments received were summarized and analyzed, and the PTI Board reviewed that summary and analysis, as well as the resulting modifications to the PTI FY20 Operating Plan and Budget.

This FY20 Operating Plan and Budget will have a positive impact in that it provides a proper framework pursuant to which PTI will be operated, in accordance with the multistakeholder community's proposals. It also provides the basis for the organization to be held accountable in a transparent manner. This will have a fiscal impact on ICANN, its affiliate PTI and the community as is intended. Approving this Operating Plan and Budget is key to maintaining the security, stability and resiliency of the domain name system (DNS), as it is core to maintaining PTI's operations.

This is an Organizational Administrative Function that has already been subject to public comment as noted above.

Organizational Meeting Resolutions

Election of Chair

RESOLVED (PTI2018.12.21.02), that Lise Fuhr is re-elected as Chair of the PTI Board.

Election of Officers

RESOLVED (PTI2018. 12.21.03), 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 (PTI2018. 12.21.04), that the PTI Audit Committee is comprised as follows:

Gary Rolfes, Non-Director Member and Chair, PTI Audit Committee

David Conrad

Rationale for Resolutions PTI2018. 12.21.02– 04

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.

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.