Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting | 21 August 2017
Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting
EFFECTIVE DATE: 21 AUGUST 2017
THE PTI BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 21 AUGUST 2017 BY UNANIMOUS CONSENT, WITHOUT A MEETING, PURSUANT TO THE PTI BYLAWS AT:
Section 5.15 ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board may be taken without a meeting, if (a) all Directors, individually or collectively, consent in writing to the action and (b) the number of Directors then in office constitutes a quorum as set forth in Section 5.11.1, which, for the avoidance of doubt, requires a majority of Directors then in office including at least one ICANN Director and at least one Nominating Committee Director. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Written consent may be transmitted by first-class mail, messenger, courier, facsimile, e-mail or any other reasonable method satisfactory to the Chairperson or the President.
ALL VOTING MEMBERS RESPONDED AND CONSENTED TO THE FOLLOWING RESOLUTION BY ELECTRONIC MEANS:
PTI Board Audit Committee Membership
Whereas, in the event that there is not sufficient in dependence among the community-identified members of the PTI Board, the PTI Audit Committee Charter allows for the selection of an independent financial expert to serve as a member of the Audit Committee.
Whereas, the PTI Board composition requires that an independent member be selected to the Audit Committee to complete its membership.
Resolved (PTI.2017.08.21.01), the PTI Board selects Gary Rolfes as a non-Director member of the PTI Audit Committee and designates that Mr. Rolfes shall serve as the PTI Audit Committee Chair.
Rationale for Resolution PTI.2017.08.21.01:
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 had an opportunity to consider Mr. Rolfes for the position. With a diverse background including in California nonprofit audit requirements, Mr. Rolfes is 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.
Published on 23 August 2017