Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting | 1 September 2017
Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting
EFFECTIVE DATE: 1 SEPTEMBER 2017
THE PTI BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 1 SEPTEMBER 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:
Engagement of Independent Auditor for FY17
Whereas, ARTICLE 9 Section 9.1 of the PTI Bylaws (http://www.PTI.org/general/bylaws.htm) requires that after the end of the fiscal year, the books of PTI must be audited by certified public accountants, which shall be appointed by the Board.
Whereas, the Board Audit Committee has discussed the engagement of the independent auditor for the fiscal year ending 30 June 2017, and has recommended that the Board authorize the President, or her designee(s), to take all steps necessary to engage BDO LLP and BDO member firms.
Resolved (PTI.2017.09.01.01), the Board authorizes the President, or her designee(s), to take all steps necessary to engage BDO LLP and BDO member firms as the auditors for the financial statements for the fiscal year ending 30 June 2017.
RATIONALE FOR RESOLUTION PTI.2017.09.01.01:
The audit firm BDO LLP and BDO member firms were engaged for the ICANN annual independent audits of the fiscal year end 30 June 2014 through fiscal year end 30 June 2017. Based on the report from staff and the Audit Committee’s evaluation of the rationale, the committee has unanimously recommended that the Board authorize the President and CEO, or his designee(s), to take all steps necessary to engage BDO LLP and BDO member firms as PTI’s annual independent auditor for the fiscal year ended 30 June 2017 for any annual independent audit requirements in any jurisdiction.
The engagement of an independent auditor is in fulfilment of PTI's obligations to undertake an audit of PTI's financial statements. This furthers PTI's accountability to its Bylaws and processes, and the results of the independent auditors work will be publicly available. There is a fiscal impact to the engagement that has already been budgeted. There is no impact on the security or the stability of the DNS as a result of this appointment.
This is an Organizational Administrative Function not requiring public comment.
Published on 1 September 2017