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Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting | 10 May 2023




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.

  1. Planning-Related Bylaws Amendment
    1. Rationale for Resolution PTI2023.05.10.01
  2. Appointment of Independent Audit Firm for FY23
    1. Rationale for Resolution PTI2023.05.10.02



  1. Planning-Related Bylaws Amendment

    Whereas, the PTI Board, in its PTI Strategic Plan for FY21-24 identified a Strategic Goal of "reducing unnecessary complexity and duplication between what is in scope for IANA and ICANN", to be achieved through "alignment of PTI strategic planning timeline to ICANN's five-year planning cycle" and "alignment of Operating Plan and Budget timelines between ICANN and PTI processes".

    Whereas, the PTI Board, in coordination with ICANN's Planning Team, has identified certain Bylaws changes to Sections 9.2 that would achieve better alignment between ICANN and PTI processes in relation to PTI's Operating Plan and Budget, reducing the time for delivery of the first draft of that plan from nine months prior to the start of the next fiscal year to 90-days prior.

    Whereas, the PTI Board also identified that certain changes to Section 9.3 of the PTI Bylaws would move PTI's Strategic Planning Cycle from 4 to 5 years, in alignment with ICANN's cycle. The PTI Board also identified a proposed Transition Article that allows PTI's current Strategic Plan to remain in force for an additional year (until FY25) in order to align with the ICANN Strategic Planning Cycle.

    Whereas, the PTI Board has reviewed the proposed changes for continued alignment with the principles found within the ICANN community's proposals leading to the IANA Stewardship Transition, including the continued separation of the PTI and IANA Operating Plans and Budgets from the general ICANN Operating Plan and Budget.

    Resolved, (PTI 2023.05.10.01), the PTI Board initiates a Bylaws Amendment Process pursuant to Article 12 of the PTI Bylaws. After close of the public comment over the proposed changes, the PTI President is directed to provide a summary of comments to support further PTI Board action on the proposed amendments.

    1. Rationale for Resolution PTI2023.05.10.01

      Both the ICANN and PTI Bylaws contain requirements for ICANN's overall planning processes relating to the IANA functions. The ICANN Bylaws mandate an IANA Operating Plan & Budget (IANA OP&B) and the PTI Bylaws mandate both a PTI Strategic Plan and a PTI Operating Plan & Budget. These are all in addition to ICANN's main Operating Plan & Budget, Five-Year Operating Plan & Budget, and ICANN's Five Year Strategic Plan. The special timing and processes for the IANA-related plans result in increased complexities and extra steps in the planning process.

      The PTI Strategic Plan for 2021 to 2024 contains a strategic goal to reduce the complexities and duplication between what is in scope for IANA and ICANN planning processes and deliverables. Achievement of this strategic goal will simplify the planning process and enhance community engagement in the planning process. The PTI Board is seeking to amend certain portions of the PTI Bylaws to achieve better streamlining of processes while preserving the key objectives of the IANA Stewardship transition. Those changes include:

      • Modifying the timing for the initial delivery of the PTI OP&B to the PTI Board, which is currently set to nine months prior to the start of the fiscal year, to a 90-day window. This will allow better alignment with the remainder of ICANN's planning processes.
      • Moving PTI from a four-year strategic planning cycle to a five-year strategic planning cycle, which will enable alignment with ICANN's five-year strategic planning work.
      • Introducing a transition article that will confirm that the timing of the development of the next PTI Strategic Plan aligns with ICANN's next strategic planning cycle.

      The PTI Board looks forward to receipt of public comment and other opportunities to engage with the community on this proposed change, including opportunities for discussion at ICANN's upcoming Policy Forum in Washington, D.C. While the PTI Board believes these changes remain aligned with the community's principles underlying the IANA Stewardship Transition, the PTI Board is interested in hearing from the community on this item. After public comment, the PTI Board will consider whether it approves of the Bylaws changes, and the ICANN Board, as the sole member of PTI, will have an opportunity to consider the Bylaws changes as well. No ICANN Empowered Community Process is required to effectuate this PTI Bylaws change.

      This change is anticipated to better use community and organizational resources through better integrated and streamlined processes. No fiscal impact is anticipated as a result of this change. This change is also not expected to impact the security, stability or resiliency of the unique technical identifiers that IANA coordinates on behalf of ICANN.

  2. Appointment of Independent Audit Firm for FY23

    Article 9 Section 9.1 of the PTI Bylaws (https://pti.icann.org/bylaws#article9) 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 recommendation from ICANN org and has recommended that the Board authorize the President, or his designee(s), to take all steps necessary to engage Moss Adams and Moss Adams member firms to carry out the independent audit for the fiscal year ending 30 June 2023.

    Resolved (PTI2023.05.10.02), the Board authorizes the President, or his designee(s), to take all steps necessary to engage Moss Adams and Moss Adams member firms as the audit firm(s) for the financial statements for the fiscal year ending 30 June 2023.

    1. Rationale for Resolution PTI2023.05.10.02

      The audit firm Moss Adams and Moss Adams member firms have been PTI's independent audit firm(s) since the audit of fiscal year 2022. Based on the report from the organization and the Audit Committee's evaluation of the work performed during last year's audit, the committee has recommended that the Board authorize the President and CEO, or his designee(s), to take all steps necessary to engage Moss Adams and Moss Adams member firms as PTI's independent audit firm(s) for fiscal year 2023 for any annual independent audit requirements in any jurisdiction.

      This furthers PTI's accountability to its Mission and processes, and the results of the independent auditors' work will be publicly available. Taking this decision is both consistent with PTI's Mission and in the public interest as the engagement of an independent audit firm is in fulfilment of PTI's obligations to undertake an audit of PTI's financial statements and helps serve PTI's stakeholders in a more accountable manner.

      This decision will not have a fiscal impact on PTI. This decision should not have any direct impact on the security, stability and resiliency of the domain name system.

      This is an Organizational Administrative Function not requiring public comment.

Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."