Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting | 11 October 2018
Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting
EFFECTIVE DATE: 11 October 2018
THE PTI BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 11 OCTOBER 2018 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:
Composition of PTI Audit Committee
RESOLVED (PTI.2018.10.11.01), that the PTI Audit Committee is comprised as follows:
Gary Rolfes, Non-Director Member and Chair, PTI Audit Committee
Rationale for Resolution PTI.2018.10.11.01
This is an organizational actions that allow PTI to maintain its expected governance controls. The PTI Board is addressing the composition of the Audit Committee at this time because of Akram Atallah's departure from the PTI Board.
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 entities 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.
This action is not anticipated to have any impact on the security, stability or resiliency of the DNS, though the proper governance PTI is be essential to ICANN's security, stability and resiliency work.