Proposed Minutes | Regular Meeting of the PTI Board | 26 January 2018
A Regular Meeting of the PTI Board of Directors was held in Los Angeles, California on 26 January 2018 at 3:00 pm local time.
The following Directors participated in all or part of the meeting: Akram Atallah, David Conrad, Lise Fuhr, Kim Davies (PTI President) and Wei Wang.
Secretary: Samantha Eisner (PTI Secretary).
The following Executives and Staff participated in all or part of the meeting: Becky Nash (PTI Treasurer); Wendy Profit (Board Operations Specialist (ICANN)).
The PTI Secretary called the meeting to order and introduced the agenda.
Election of Chair
The PTI Secretary led the conversation for the election of the Chair of PTI, noting that both Lise Fuhr and David Conrad nominated themselves for consideration.
Akram Atallah suggested that with five Board members, he encouraged consensus agreement on the Chair as opposed to voting, and requested Lise and David to present to the Board.
Lise noted that she is running for Chair because of her history working with the CWG on the IANA Stewardship Transition Process, and that it is important to bring that history into the Board in its first years of formation. The past Chair, Jonathan Robinson, was also involved in the CWG, and Lise suggested that she will bring consistency to how the Stewardship Transition Proposal continues to be implementing. PTI has been running in a stable manner, but there are still things to improve such as meeting scheduling and planning.
Akram confirmed that the Proposal has been implemented, and that implementation is complete. In the spirit of the proposal, that the community wished for members selected through the Nominating Committee to bring additional assurances of transparency and accountability to the Board, instead of only having ICANN employees on the PTI Board. Now it remains up to the Board to make sure that PTI is delivering the proper level of service to the customers.
Lise agreed that the only remaining implementation item is bringing the staff performing the IANA Functions into PTI, as opposed to seconding them from ICANN.
David Conrad presented that he raised interest in the position to make sure that there was some conversation and consideration for the role. He noted his background on boards, as well as the technical expertise he brings, including his past running of the IANA functions. David also noted that Lise would serve well in the Chair position, and that the focus should remain on PTI performing its role well and satisfying its customers.
Wei Wang agreed that after the transition, the stability of the performance of the IANA functions is very important. He also noted that the community is still looking at the balance between ICANN, PTI and stakeholders, and with that, he'd like to see an outside voice serving as chair to continue to create the image of PTI. While a strong technical candidate might be good in the future, the experience that Lise brings from the CWG process is very important in this post-Transition time.
The PTI President noted that he believes either candidate would be very capable.
Akram confirmed his agreement with David that the focus needs to be on PTI doing its job well, so that no issues arise. Akram noted that he would support either candidate, and he sees the position that Lise and Wei noted on the outside voice serving as Chair at this time.
David withdrew his name for consideration, and the Board collectively agreed to nominate Lise for consideration. The Board then took the following action:
RESOLVED (PTI.2018.01.26.01), that Lise Fuhr is elected as Chair of the PTI Board.
All members of the PTI Board unanimously approved Resolution PTI.2018.01.26.01.
Election of Officers
The PTI Secretary presented the resolution on the election of officers, noting Becky Nash's experience at ICANN over the past three years and the PTI Secretary's experience with ICANN.
The Board then took the following action:
RESOLVED (PTI.2018.01.26.02), 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:
Treasurer Becky Nash Secretary Samantha Eisner
All members of the PTI Board unanimously approved Resolution PTI.2018.01.26.02.
Composition of PTI Audit Committee
The PTI Secretary noted the annual requirement to reaffirm the composition of committees. PTI only has an Audit Committee, and previously identified a non-Director member to Chair the committee in order to maintain the necessary governance controls. The PTI Board had an opportunity to meet with Gary Rolfes, the non-Director member.
The Board then took the following action:
RESOLVED (PTI.2018.01.26.03), that the PTI Audit Committee is comprised as follows:
Gary Rolfes, Non-Director Member and Chair, PTI Audit Committee
All members of the PTI Board unanimously approved Resolution PTI.2018.01.26.03.
Rationale for Resolutions PTI.2018.01.26.01 – 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.
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.
The Chair then called the meeting to a close.
Published on 19 June 2018