Minutes | Annual Meeting of the PTI Board | 9 November 2016

The Annual Meeting of the PTI Board of Directors was held in Hyderabad, India on 9 November 2016 at 1:30 pm local time.

Jonathan Robinson, Chair, promptly called the meeting to order.

The following Directors also participated in all or part of the meeting: Akram Atallah, David Conrad, Lise Fuhr, Elise Gerich (PTI President), and Jonathan Robinson.

Secretary: Samantha Eisner (Secretary, PTI; Deputy General Counsel, ICANN)

Staff Present: Michelle Bright (Board Operations Content Manager, ICANN); Xavier Calvez (CFO, ICANN); Melissa King (VP Board Operations, ICANN); Trang Nguyen (Senior Director, Strategic Programs, ICANN); and Wendy Profit (Board Operations Specialist, ICANN)

1. PTI Audit Committee Charter and Composition
   • RATIONALE FOR RESOLUTIONS PTI.2016.11.09.01:
2. Board Calendar
3. Proposed Reporting to PTI Board
4. PTI Budget Planning
5. Board Leadership and Officer Election
   • RATIONALE FOR RESOLUTIONS PTI2016.11.09.02 - 04:
6. Nominating Committee Update
7. Any Other Business

The Chair introduced the Agenda and noted that he and Lise Fuhr had an informal meeting with the ICANN Nominating Committee. The Board agreed to discuss the item later in the meeting.

1. PTI Audit Committee Charter and Composition

   The Chair introduced the item and noted a couple of changes from the document based on ICANN's Audit Committee Charter, that the minimum number of meetings would be set at three, and due to the size of the Board, the minimum number of committee members from three to two, with a maximum of three members.

   Lise Fuhr inquired about the transparency of the Audit Committee Charter, once approved, as well as whether there would be reporting on the Audit Committee proceedings. The Secretary confirmed that upon approval, the Audit Committee Charter would be available on the PTI website, and reports of all Audit Committee meetings would be publicly posted as well.

   The Board then discussed the composition of the Audit Committee. Lise Fuhr noted her interest in serving on the Audit Committee, and to have the Chair serve on the Committee as well. Due to a prohibition against the President serving on the Committee, Akram Atallah was identified as an ICANN Director-appointee to the Committee. Lise also noted her willingness to serve as the Chair of the Audit Committee, to allow the Audit Committee and Board to have separate leadership, as recommended by Xavier Calvez.

   The Chair then moved, and David Conrad seconded the following resolutions:

   Resolved (PTI2016.11.09.01), the PTI Board adopts the PTI Board Audit Committee Charter.

   Resolved (PTI2016.11.09.01.1) the PTI Board appoints the following members to the PTI Board Audit Committee:

   • Lise Fuhr, Chair
   • Akram Atallah
   • Jonathan Robinson

   All members of the Board voted in favor of the Resolutions PTI2016.11.09.01 and PTI2016.11.09.01.1.

   RATIONALE FOR RESOLUTIONS PTI.2016.11.09.01:

   The PTI Board takes this action today to fulfil PTI's Bylaws and legal obligations. For sound governance, PTI is required to have an Audit Committee. The Audit Committee has primary responsibility for recommending to the Board the appointment of the Independent Auditor that will annually audit PTI's financial statements. The Audit Committee will also review the audited financial statements and discuss the audit finding with the Independent Auditor, including considerations of the financial affairs of the organization. Because ICANN and PTI are subject to the same laws based on having the same corporate form (California Nonprofit Public Benefit Organization operating for charitable purposes), a charter for the PTI Board Audit Committee has been drafted based on ICANN's Audit Committee Charter.

   This action does not impact the security, stability or resiliency of the Internet DNS. There are no impacts on the financial resources of PTI as a result of this action; instead it is a key action to support healthy financial controls.

2. Board Calendar

   The Chair presented a proposed schedule for meetings in 2017, based on Bylaws and statutory requirements. There are six meetings anticipated for 2017, with three proposed around ICANN's public meetings, and one face-to-face meeting at ICANN's Los Angeles Headquarters in January. The Board briefly discussed proposed dates of the January 2017 meeting, and ICANN's Board Operations team agreed to poll the Directors to identify the best date.

   For meetings that occur during the ICANN Public Meetings, Lise Fuhr requested advance notice of dates to avoid scheduling problems. Akram Atallah confirmed that the Board Operations team could, once receiving the dates that Directors are anticipated to be onsite, work to identify some options for times. For flexibility, Akram noted that there is no requirement that the PTI Board meet during the ICANN Public Meetings, so if there is difficulty in identifying a time, a later telephonic meeting could be noticed. The Chair agreed, and also identified his expectation that for telephonic meetings, a fixed date would be set. The Board Operations team was tasked with identifying proposed dates for those future meetings.

   The Board also discussed the timing of availability of materials on the FY18 PTI Budget, which requires Board action in January 2017. Xavier explained that the FY18 PTI Budget is currently open for public comment, and that comment will be closed in December, for presentation in January.

   No resolution was taken.

3. Proposed Reporting to PTI Board

   The President provided a review of the reports that ICANN's IANA Department submitted to the ICANN Board, which included information on volume of requests, quality and performance metrics, and metrics on meeting established SLAs. The President also confirmed her expectation that PTI would report to the Board on performance-related issues. She proposed this as a starting point for regular reporting to the Board, noting that the reporting could evolve over time.

   Akram Atallah suggested that information could be added on interactions with the operating communities, including the CSC, the RIRs, and the IETF, and provide the Board with the feedback provided by these communities. This will allow the Board to not just focus on metrics, which are publicly available, but on the customer relationships and feedback. Lise Fuhr agreed with this suggestion, and that regular reporting on these interactions would be helpful, particularly from the CSC.

   The Chair noted that in addition to the reporting, it might be helpful for the Board to have communications with the CSC and other communities made accessible, so that the Board can identify if there are any areas where it would like further information. The President confirmed that her team is working with the CSC on a template for reporting there, which can be shared also with the PTI Board. The CSC will also be producing its own report to its communities on the evaluation of PTI's performance. PTI already has an established cadence of communication with the IETF, and a template report is under development with the RIRs to report on the new SLA. Akram noted that, from a Board perspective, the information that is very important to him is to understand each group's view of PTI's work to their community, and receive a regular report on that on a quarterly basis.

   Xavier Calvez noted that a quarterly report could also house information on PTI's financial statements as well as organizational updates. Xavier confirmed that Becky Nash, the Treasurer, would be responsible for delivering the financial portion of the reporting. He noted that the at times, the meeting schedules, particularly those during the ICANN Public Meetings, may not align with a quarterly financial report schedule. Xavier explained that allowing 30 days from the close of the quarter would be a realistic target for financial reporting. If a meeting is called sooner than that, an oral update on financials could be provided.

   The Chair summarized the agreed-upon reporting, with a quarterly CEO-level report covering key operational areas and exceptions that are relevant to share with the Board. At times, the Board might identify questions for further discussion at meetings. The Board would also receive, for information purposes, the reports that PTI is putting out to the CSC and other operating committees. The Board agreed that after a view of the first report, modifications can be made and a cadence for receiving reports around the financial reporting times could be settled upon.

4. PTI Budget Planning

   The Board had a brief conversation on the budget issues raised in scheduling Board approval of a budget nearly 20 months prior to the start of the fiscal year. The Chair facilitated a discussion to consider a relatively high contingency in the FY18 Budget in order to account for the uncertainty in future operations. Xavier Calvez noted that as a possibility. Akram Atallah suggested that a 5% contingency could make sense, as the variation for PTI would be around project costs. Akram noted his concern that reporting to the budget developed 20 months prior could pose difficulties, because of the possibility of shifting priorities during that long time frame. Akram also confirmed that there might be times when PTI might have to go to ICANN outside of the regular budgeting process, if unanticipated issues arise beyond that which the contingency can fund. Lise Fuhr agreed that it is important to be clear when more funding is needed, for accountability purposes.

   The Chair noted that clarity and transparency in communications is going to be a key challenge in identifying how PTI is performing to budget. That will include clear communication on why there is a 5% contingency as well as the potential need for out-of-budget requests.

   No resolution was taken.

5. Board Leadership and Officer Election

   The Chair introduced the resolutions relating to the Annual Meeting requirements, including declaring the meeting as the Annual Meeting, and electing a Chair and Officers under the Bylaws.

   Lise Fuhr nominated Jonathan Robinson to be re-elected as Chair, and Akram Atallah seconded that nomination. No other nominations were received.

   The Board then took the following actions:

   Resolved (PTI2016.11.09.02), the PTI Board confirms this meeting as the Annual Meeting of the PTI Board.

   Resolved (PTI2016.11.09.03) elects Jonathan Robinson as the PTI Board Chair.

   Resolved (PTI2016.11.09.04) the PTI Board elects the following officers of PTI:

   • Becky Nash, PTI Treasurer
   • Samantha Eisner, PTI Secretary

   All Directors voted in favor of Resolutions PTI2016.11.09.02 and PTI2016.11.09.04. All Directors other than Jonathan Robinson voted in favor of Resolution PTI2016.09.03. Jonathan Robinson abstained from voting on that Resolution.

   RATIONALE FOR RESOLUTIONS PTI2016.11.09.02 - 04:

   The PTI Board takes this action today in fulfilment of the PTI Bylaws that require the Board to convene an Annual Meeting and make elections at the Annual Meeting.

   This action does not impact the security, stability or resiliency of the Internet DNS. There are no impacts on the financial resources of PTI as a result of this action.

6. Nominating Committee Update

   The Chair provided the Board with an update of an informal meeting that he and Lise Fuhr had with the ICANN Nominating Committee. They were invited to discuss the background of PTI and the PTI Board and to engage with the Nominating Committee on how it might interface with PTI in making the nominations to the Board. The Chair noted his expectations that the next steps is to produce a document for the Nominating Committee, possibly along the lines of what the ICANN Board produces, so that the Nominating Committee can identify how it will seek to call for candidates to the PTI Board and how the requirements may differ from the other entities to which appointments are made. The Chair observed that a draft specification developed directly from the ICANN Board communication to the Nominating Committee contained a preamble indicating the desirability of appointing directors independent of the domain name industry. Such a provision could limit consideration of him and other similar individuals, and depending on how broadly construed, impact Lise Fuhr out as well. Moreover, that language could remove from consideration someone that has recently worked for a registry, and such a distinction might not be necessary for consideration as it relates to PTI as opposed to ICANN, which is the home of policy development that impacts those commercial entities. The Chair proposed that he work initially with ICANN's legal counsel to address the intent of the section and how it might be appropriate to update for PTI, and that a document be brought back to the Board for review and agreement prior to circulating to the Nominating Committee.

7. Any Other Business

   The Secretary noted that an application for PTI's tax-exempt status is under preparation and will be shared with the Board prior to filing.

   The Chair then called the meeting to close.