Preliminary Report | Initial Meeting of PTI Board | 28 September 2016
Formal Minutes are still to be approved by the PTI Board.
Note: This has not been approved by the PTI Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved at a future meeting.
NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board’s actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.
The Initial Meeting of the PTI Board of Directors was held telephonically on 28 September 2016 at 16:00 UTC.
Elise Gerich, President of PTI, promptly called the meeting to order.
In addition to the President, the following Directors participated in all or part of the meeting: Akram Atallah, David Conrad, Lise Fuhr and Jonathan Robinson.
Secretary: Samantha Eisner (PTI Secretary).
The following Executives and Staff participated in all or part of the meeting: Susanna Bennett (Chief Operating Officer (ICANN)); Michelle Bright (Board Operations Content Manager (ICANN)); John Jeffrey (General Counsel and Secretary (ICANN)); Melissa King (VP, Board Operations (ICANN)); Vincianne Koenigsfeld (Board Operations Content Manager (ICANN)); Becky Nash (PTI Treasurer); and Trang Nguyen (Senior Director, Strategic Programs (ICANN)).
This is a Preliminary Report of the Initial Meeting of the PTI Board, which took place on 28 September 2016.
- Introduction on Administration and Transparency Procedures
- PTI Governance Actions
- Approval of Contracts and Agreements Between ICANN and PTI
- PTI FY18 Budget and Operating Plan
- Any Other Business
Introduction on Administration and Transparency Procedures
After introductions, the PTI Board received a brief introduction on the administration of PTI Board meetings, including scheduling and availability of information. The Secretary provided an overview of the transparency procedures for PTI Board materials, including confirmation that the PTI Board would adhere to the same publication requirements as identified for the ICANN Board on the publication of resolutions, preliminary reports, meeting minutes and Board briefing materials.
PTI Governance Actions
The series of governance-related items was presented to the PTI Board for consideration. The Board discussed issues surrounding the internal controls present within PTI for issues of finance and contracting. Because PTI will be operating under a services contract with ICANN through which ICANN is responsible for procuring and providing necessary services, ICANN’s procurement process and Contracting and Disbursement Policy will govern procurement and contracting for PTI services.
The PTI Board then took the following action:
RESOLVED (PTI.2016.09.28.01), that the actions of the Incorporator of Public Technical Identifiers (the “Company”) are in all respects ratified, adopted and approved and that such actions shall be binding upon the Company to the same extent as if authorized by this resolution.
RESOLVED (PTI.2016.09.28.02), that the Company shall indemnify and hold harmless the Incorporator of the Company for all actions taken between the time of formation of the Company to the date hereof.
Certificate of Incorporation
RESOLVED (PTI.2016.09.28.03), that the Certificate of Incorporation of the Company filed with the California Secretary of State on 10 August 2016, be, and hereby is, ratified and affirmed.
Adoption of Bylaws; Board Size
RESOLVED (PTI.2016.09.28.04), that the Bylaws attached hereto as Exhibit A be, and the same hereby are, adopted as the Bylaws of the Company.
RESOLVED (PTI.2016.09.28.05), that pursuant to the Bylaws of the Company, the authorized number of directors on the Board will be five and shall initially consist of Lise Fuhr as an Intial Nominating Committee Director, Jonathan Robinson as an Initial Nominating Committee Director; Akram Atallah as an Initial ICANN Director; David Conrad as an Initial ICANN Director; and Elise Gerich as an Initial ICANN Director sitting as the President of the Company, each duly nominated and elected to such position to serve until their respective successors are duly elected and qualified.
RESOLVED (PTI.2016.09.28.06), that, pursuant to the Bylaws of the Company, the Company shall have only one member, the Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”).
Election of Officers
RESOLVED (PTI.2016.09.28.07), 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:
Treasurer Becky Nash
Secretary Samantha Eisner
Adoption of Governance Documents
RESOLVED (PTI.2016.09.28.08), that the Conflict of Interest Policy attached hereto as Exhibit B be, and the same hereby are, adopted as the Conflict of Interest Policy of the Company;
RESOLVED (PTI.2016.09.28.09), that the Board Code of Conduct attached hereto as Exhibit C be, and the same hereby are, adopted as the Board Code of Conduct of the Company; and
RESOLVED (PTI.2016.09.28.10), that the Expected Standards of Behavior attached hereto as Exhibit D be, and the same hereby are, adopted as the Expected Standards of Behavior of the Company.
Agent for Service of Process
RESOLVED (PTI.2016.09.28.11), that the agent named as the initial agent for service of process in the Certificate of Incorporation of the Company is hereby confirmed as this Company’s agent for the purpose of service of process.
Qualification to do Business
RESOLVED (PTI.2016.09.28.12), that the President, Treasurer and Secretary be, and they hereby are, authorized to take any and all steps that they deem to be necessary to qualify this Company to do business as a foreign Company in each state that the officers determine such qualification to be necessary or appropriate.
RESOLVED (PTI.2016.09.28.13), that the fiscal year of the Company shall end conterminously with the fiscal year of ICANN.
RESOLVED (PTI.2016.09.28.14), that the proper officers of the Company be, and they hereby are, authorized and empowered to file an Application for Recognition of Exemption (Form 1023) with the IRS.
Employer Tax Identification Number
RESOLVED (PTI.2016.09.28.15), that the proper officers of the Company be, and they hereby are, authorized and empowered to apply to the IRS District Director for an employer identification number on Form SS‑4.
RESOLVED (PTI.2016.09.28.16), that the President, Treasurer and Secretary be, and they hereby are, authorized and empowered to consult with the bookkeeper, auditors and attorneys of the Company in order to be fully informed as to, and to collect and pay promptly when due, all withholding taxes which the Company may now be (or hereafter become) liable for.
RESOLVED (PTI.2016.09.28.17), that the President, Treasurer and Secretary be, and they hereby are, authorized to sign and deliver any agreement in the name of the Company relating to matters arising in the ordinary course of business of the Company, and otherwise to obligate the Company in any regard relating to matters arising in the ordinary course of business of the Company, within any general guidelines and budget approved by the Board, and the Member, from time to time; provided, however, that the Board may from time to time adopt specific limitations on such authority of such officers as granted herein.
RESOLVED (PTI.2016.09.28.18), that the appropriate officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make such filings and applications, to execute and deliver such documents and instruments, and to do such acts and things as such officer deems necessary or advisable in order to obtain such licenses, authorizations and permits as are necessary or desirable for the Company's business, and to fulfill such legal requirements as are applicable to the Company and its business and to complete the organization of the Company.
RESOLVED (PTI.2016.09.28.19), that the authorized officers of the Company (subject to any restrictions set forth in the foregoing resolutions) be, and each of them hereby is, authorized for and on behalf of the Company, to execute, deliver, file, acknowledge and record any and all such documents and instruments and to take or cause to be done any and all such other things as they, or any of them, may deem necessary or desirable to effectuate and carry out the resolutions adopted hereby.
All members of the PTI Board voted in favor or Resolutions PTI.2016.09.28.01, PTI.2016.09.28.02, PTI.2016.09.28.03, PTI.2016.09.28.04, PTI.2016.09.28.05, PTI.2016.09.28.06, PTI.2016.09.28.07, PTI.2016.09.28.08, PTI.2016.09.28.09, PTI.2016.09.28.10, PTI.2016.09.28.11, PTI.2016.09.28.12, PTI.2016.09.28.13, PTI.2016.09.28.14, PTI.2016.09.28.15, PTI.2016.09.28.16, PTI.2016.09.28.17, PTI.2016.09.28.18, and PTI.2016.09.28.19. The Resolutions carried unanimously.
Rationale for Resolutions PTI.2016.09.28.01 – PTI.2016.09.28.19
The resolutions taken here today allow PTI to become fully operational, and installs the expected governance controls on PTI for those operations. PTI will be operationally ready to perform its required activities upon the succesful completion of the IANA stewardship transition. The PTI Board today affirmed the appropriate actions of PTI’s sole member, ICANN, as well as the work of the community through acceptance of the PTI Bylaws, appointment of officers, and adoption of governance documents such as the Conflicts of Interest Policy. The PTI Board has also determined how to delegate authority for the approval and execution of the necessary contracts for PTI operations.
These resolutions do not authorize PTI to perform any of the IANA functions prior to such time as the IANA stewardship transition is complete. This is also an important accountability aspect.
The appointment of the PTI President and Board are taken fully in line with the obligations as set forth in the PTI Bylaws, and respectful of the community’s recommendations of the proposed composition of the Board.
In taking these actions, the Board relied upon:
ICANN Board action on PTI Governance Items
PTI Bylaws approved by ICANN (PTI’s sole member)
Draft Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior
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.
Approval of Contracts and Agreements Between ICANN and PTI
The PTI Board received a brief presentation on the contracts and agreements developed between ICANN and PTI, including the history of public comment and review over the agreements.
The Board then took the following action:
Whereas, Public Technical Identifiers (“PTI”) was incorporated on 10 August 2016 with the specific purpose to “operate exclusively to carry out the purposes of the Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation, by performing the IANA functions on behalf of ICANN.”
Whereas, the ICANN Board approved the IANA Naming Function Contract on 15 September. Through the IANA Naming Function Contract, PTI will perform the IANA naming-related function.
Whereas, ICANN subcontracts the Service Level Agreement to PTI. Through the Numbering SLA Subcontract Agreement, PTI will perform the number services.
Whereas, the ICANN Board approved the Services Agreement on 15 September. Through the Services Agreement, PTI will perform the naming, protocol parameters and numbers services on behalf of ICANN, and ICANN will provide PTI with the necessary services and resources to perform these services.
Whereas, ICANN subcontracts the RZMA to PTI. Through the RZMA Subcontract Agreement, PTI will perform all requirements and services necessary to fulfill ICANN’s obligations under the RZMA and monitor Verisign’s performance under the RZMA.
Resolved (PTI.2016.09.28.20), that the form, terms and conditions of the IANA Naming Function Contract between the Company and ICANN attached hereto as Exhibit A (the “IANA Naming Function Contract”), be, and the same hereby is, in all respects adopted and approved by the Board in all respects, and the President, or her designee is authorized to take such actions as appropriate to finalize and execute the Contract.
Resolved (PTI.2016.09.28.21), that the form, terms and conditions of the Services Agreement between the Company and ICANN attached hereto as Exhibit B (the “Services Agreement”), be, and the same hereby is, in all respects adopted and approved by the Board in all respects, and the President, or her designee is authorized to take such actions as appropriate to finalize and execute the Agreement.
Resolved (PTI.2016.09.28.22), that the form, terms and conditions of the Subcontract Agreement between the Company and ICANN related to the IETF-ICANN Memorandum of Understanding Concerning the Technical Work of the Internet Assigned Numbers Authority between ICANN and the Internet Engineering Task Force and its supplemental agreements attached hereto as Exhibit C (the “IETF MoU Subcontract Agreement”), be, and the same hereby is, in all respects adopted and approved by the Board in all respects, and the President, or her designee is authorized to take such actions as appropriate to finalize and execute the Subcontract Agreement.
Resolved (PTI.2016.09.28.23), that the form, terms and conditions of the Subcontract Agreement between the Company and ICANN related to the Service Level Agreement between ICANN, AFRINIC Ltd, APNIC Pty Ltd, for the Asia Pacific Network Information Centre, American Registry for Internet Numbers, Ltd, Latin American and Caribbean Internet Addresses Registry and Reseaux IP Europeens Network Coordination Centre attached hereto as Exhibit D (the “Numbering SLA Subcontract Agreement”), be, and the same hereby is, in all respects adopted and approved by the Board in all respects, and the President, or her designee is authorized to take such actions as appropriate to finalize and execute the Subcontract Agreement.
Resolved (PTI.2016.09.28.24), that the form, terms and conditions of the Subcontract Agreement between the Company and ICANN related to the Root Zone Maintainer Services Agreement between ICANN and Verisign, Inc. attached hereto as Exhibit E (the “RZMA Subcontract Agreement”), be, and the same hereby is, in all respects adopted and approved by the Board in all respects, and the President, or her designee is authorized to take such actions as appropriate to finalize and execute the Subcontract Agreement.
Resolved (PTI.2016.09.28.25), that the President, Treasurer and Secretary be, and they hereby are, authorized, empowered and directed to execute and deliver and cause the Company to perform its obligations under, for and in the name and on behalf of the Company, the IANA Naming Function Contract, the Services Agreement, the IETF MoU Subcontract Agreement, the Numbering SLA Subcontract Agreement and the RZMA Subcontract Agreement and any ancillary agreements, certificates or other documentation related thereto or necessary, advisable or appropriate to effect and fully implement the transactions contemplated by these resolutions.
All members of the PTI Board voted in favor or Resolutions PTI.2016.09.28.20, PTI.2016.09.28.21, PTI.2016.09.28.22, PTI.2016.09.28.23, PTI.2016.09.28.24, and PTI.2016.09.28.25. The Resolutions carried unanimously.
Rationale for Resolutions PTI.2016.09.28.20 – PTI.2016.09.28.25
Why the Board is addressing the issue now?
Public Technical Identifiers (“PTI”) was incorporated on 10 August 2016 with the specific purpose to “operate exclusively to carry out the purposes of the Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation, by performing the IANA functions on behalf of ICANN.” Once the IANA Functions Contract between NTIA and ICANN expires (barring any significant impediment, the Contract is set to expire on 30 September 2016), ICANN will contract and subcontract with PTI to serve as the IANA Functions Operator and perform the name, protocol parameters and number services. The Board is being asked today to approve the IANA Naming Function Contract, the Services Agreement, the IETF MoU Subcontract Agreement, the Numbering SLA Subcontract Agreement, and the RZMA Subcontract Agreement that would allow PTI to fulfill its mandate.
What is the proposal being considered?
The proposed contract, subcontracts and agreements designate PTI as the IANA Functions Operator and authorize PTI to perform the name, protocol parameter, and number functions.
Which stakeholders or others were consulted?
ICANN conducted a public comment period on the IANA Naming Function Contract from 10 August 2016 through 9 September 2016. ICANN also worked closely with the CWG-Stewardship and its external counsel to address any concerns. After the public comment period, the comments were summarized and analyzed. For the Services Agreement, ICANN worked intensively with the CWG-Stewardship and its outside counsel to review the Agreement. The Agreement was also shared with the RIRs and IETF for their review and input, though they each elected not to provide inputs on this ICANN operational matter.
What concerns or issues were raised by the community?
There were two (2) major concerns raised during the CWG-Stewardship review process on the IANA Naming Function Contract.
The first concern was raised by some in the ccTLD community and related to applicable policies for the root zone management of ccTLDs. After consultation with the ccTLD community and members of the GAC that participated in CWG-Stewardship discussions, the Contract was updated to reflect that the applicable policies include: (1) Those defined by the ccNSO, as appropriate under ICANN’s Bylaws; and (2) RFC 1591 (“Domain Name System Structure and Delegation”) as interpreted by the Framework of Interpretation of Current Policies and Guidelines Pertaining to the Delegation and Redelegation of Country-Code Top Level Domain Names, dated October 2014. In addition to these policies, PTI shall consult the 2005 Governmental Advisory Committee Principles and Guidelines for the Delegation and Administration of Country Code Top Level Domains when appropriate.
The second concern, also raised by some in the ccTLD community, was that ccTLDs that do not have contracts with ICANN “do not want to appoint ICANN in charge of their entries in the root zone” and this should be reflected in the Contract. ICANN pointed out that in the Proposal, the CWG-Stewardship in fact expects that ICANN’s and the Root Zone Maintainer’s roles in root zone management do not change post-transition. Paragraph 1158 of the CWG-Stewardship proposal says:
Currently, updating the Root Zone requires the active participation of three parties: the IFO, the Root Zone Maintainer and the NTIA. The IFO receives change requests from various sources, validates them, and sends them to the Root Zone Maintainer who, once they are authorized by the NTIA, updates the Root Zone File, DNSSEC signs it and distributes it to the Root operators.
Post transition there will only be the IFO and the Root Zone Maintainer. The CWG-Stewardship is not recommending any change in the functions performed by these two roles at this time. The CWG-Stewardship is recommending that should there be proposals to make changes in the roles associated with Root Zone modification, that such proposals should be subject to wide community consultation.
What significant materials did the Board review?
As part of its deliberations, the Board reviewed various materials, including, but not limited to, the following materials and documents:
- The IANA Naming Function Contract <https://www.icann.org/en/system/files/files/iana-naming-function-agreement-revised-to-address-comments-15sep16-en.pdf>.
- IANA Naming Function Contract Public comments, and summary and analysis of public comments <https://www.icann.org/public-comments/iana-naming-function-agreement-2016-08-10-en>
- ICANN Board’s approval of IANA Naming Function Contract <https://www.icann.org/resources/board-material/resolutions-2016-09-15-en - 2.a>
- Services Agreement <https://www.icann.org/iana_imp_docs/111-services-agreement-v-14sep16>
- ICANN Board’s approval of Services Agreement <https://www.icann.org/resources/board-material/resolutions-2016-09-15-en - 2.b>
- IETF MoU <https://www.icann.org/resources/unthemed-pages/ietf-icann-mou-2000-03-01-en>
- 2016 Supplemental Agreement <https://www.icann.org/iana_imp_docs/59-2016-icann-ietf-mou-supplemental-agreement-v-1-0>
- IETF MoU Subcontract Agreement
- Service Level Agreement <https://www.icann.org/iana_imp_docs/61-service-level-agreement-for-the-iana-numbering-services-v-1-0>
- Service Level Agreement public comment <https://www.nro.net/pipermail/ianaxfer/>
- Numbering SLA Subcontract Agreement
- Root Zone Maintainer Services Agreement <https://www.icann.org/iana_imp_docs/67-root-zone-maintainer-service-agreement-v-1-0>
- RZMA Subcontract Agreement
- IANA Stewardship Transition Coordination Group Proposal <https://www.icann.org/en/system/files/files/iana-stewardship-transition-proposal-10mar16-en.pdf>
- PTI Articles of Incorporation <https://www.icann.org/iana_imp_docs/95-pti-ca-incorporation-or-formation-filing-v-1>
What factors has the Board found to be significant?
The Board considered approval of the relevant documents by the Member, and the extent to which the community was consulted during the development of the documents.
Are there positive or negative community impacts?
Approval of these contract, subcontracts and agreements will allow PTI to meet its mandate, which was proposed by the community.
Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?
There is no significant fiscal impact expected if the Board approves these contract, subcontracts, and agreements.
Are there any security, stability or resiliency issues relating to the DNS?
The Board’s approval of the proposed IANA Naming Function Contract would ensure continued operation of the IANA Functions in a secure, stable, and reliable manner post transition.
PTI FY18 Budget and Operating Plan
The PTI Treasurer provided an overview of the draft of the PTI FY18 Budget and Operating Plan that the PTI Board will be asked for approval to post for public comment. The PTI Board provided inputs and agreed to meet again in the coming weeks to view the document in a form that is closer to final, in order to consider the approval for posting for comment.
No resolution taken.
Any Other Business
The PTI Board agreed to consider issues of PTI Board leadership at a future meeting.
The meeting was called to a close.