Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting | 5 April 2022
Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting
EFFECTIVE DATE: 5 APRIL 2022
THE PTI BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 5 APRIL 2022 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 FY22
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 2022, and has recommended that the Board authorize the President, or her designee(s), to take all steps necessary to engage Moss Adams and Moss Adams member firms.
Resolved (PTI.2022.04.05.01), the Board authorizes the President, or her designee(s), to take all steps necessary to engage Moss Adams and Moss Adams member firms as the auditors for the financial statements for the fiscal year ending 30 June 2022.
RATIONALE FOR RESOLUTION PTI.2022.04.05.01:
RATIONALE FOR RESOLUTION:
PTI has engaged the same independent audit firm for the last five fiscal years, since PTI's inception in 2016.
In 2021, the ICANN Board Audit Committee recommended that ICANN perform a Request for Proposal (RFP) for the selection of the audit firm for FY22. ICANN issued the direct RFP to numerous audit firms and received five expressions of interest. After evaluating a completed 75-part questionnaire received from each of the five firms, ICANN org invited all five firms to make an oral presentation.
ICANN org evaluated the interested firms on the following attributes: overall capabilities of the Firm, professional team assigned, understanding the assignment, financial value/pricing, and proposed methodology/audit approach.
ICANN org evaluated Moss Adams as the audit firm most suitable for ICANN and PTI based on the firm's strong partner tenure, team experience in the Not-for-Profit and Technology sectors, and value for completing much of the transaction testing before the year-end audit begins.
The engagement of an independent audit firm 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 auditor's work will be publicly available.
This decision will have a fiscal impact on ICANN, which is accounted for in the FY22 budget. 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.
Published on 7 April 2022