Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting | 7 October 2021
Secretary's Notice | Secretary's Notice of PTI Board Action Without a Meeting
EFFECTIVE DATE: 7 OCTOBER 2021
THE PTI BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 7 OCTOBER 2021 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.2021.10.07.01), that Jia-Rong Low is appointed to the PTI Audit Committee.
Rationale for Resolutions PTI.2021.10.07.01
With David Conrad's departure from the PTI Board, the PTI Board takes this action to fully comprise the PTI Audit Committee in advance of the completion of PTI's independent audited financial cycle. James Gannon remains a member and Chair of the PTI Audit Committee. This is an organizational action that allows PTI to maintain its expected governance controls.