ICANN Resolutions » PTI Governance Items – Adoption of PTI Bylaws; Appointment of PTI Board Initial Directors; Appointment of PTI President

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PTI Governance Items – Adoption of PTI Bylaws; Appointment of PTI Board Initial Directors; Appointment of PTI President


Resolution of the ICANN Board
Meeting Date: 
周四, 15 九月 2016
Resolution Number: 
2016.09.15.10 – 2016.09.15.14
Resolution Text: 

PTI Bylaws

Whereas, it is deemed to be in the best interest of PTI, as a California Nonprofit Public Benefit Corporation, that bylaws be adopted.

Whereas, these initial Bylaws of PTI were developed to be consistent with the requirements of the ICG Proposal as received by the ICANN Board on 10 March 2016, including through coordination with the CWG-Stewardship and its external counsel.

Whereas, the initial Bylaws of PTI were subject to a 30-day public comment period, from 12 July 2016 through 11 August 2016, with four comments received. ICANN staff developed a summary analysis and report identifying how each comment was considered and addressed, and ICANN coordinated with CWG-Stewardship's external counsel on the revisions.

Whereas, ICANN's General Counsel has asserted that the proposed PTI Bylaws remain consistent with the ICG Proposal and recommends that ICANN, as PTI's sole member, proceed with approval.

Whereas, the PTI Bylaws will not go into effect until approved by both the PTI Board and ICANN as the sole member.

Resolved (2016.09.15.10), the ICANN Board, in its role as sole member of PTI, approves the Bylaws available here [DOCX, 72 KB] as the initial Bylaws for PTI.

PTI President

Whereas, pursuant to Section 7.2 of the PTI Bylaws, ICANN as the sole member is authorized to appoint a President of PTI.

Resolved (2016.09.15.11), the ICANN Board, in its role as sole member of PTI, hereby appoints Elise Gerich as the President of PTI.

PTI Board – Initial Directors

Whereas, ICANN, in its role as sole member of PTI, has the obligation to appoint all members of the PTI Board in accordance with Article 5 of the PTI Bylaws.

Whereas, the PTI Bylaws, at Section 5.2.1, authorize the PTI Board to have five Directors.

Whereas, ICANN, as the sole member of PTI, must appoint four Initial Directors to the PTI Board, with two Initial Directors being employees of ICANN or PTI, and two Initial Directors being the candidates identified by the Cross-Community Working Group to Develop an IANA Stewardship Proposal for Naming Related Functions, pursuant to Section 5.2.2.2 of the PTI Bylaws.

Whereas, ICANN, as the sole member of PTI, must appoint the President of PTI to the PTI Board. Elise Gerich has been appointed as President of PTI. The President of PTI serves on the PTI Board in an ex officio capacity, with a term that coincides with her service as President of PTI.

Whereas, ICANN recommends that Akram Atallah, ICANN's President, Global Domains Division and David Conrad, ICANN's Chief Technology Officer, serve as the two Initial Directors that are employees of ICANN or PTI.

Whereas, the CWG-Stewardship recommends that Lise Fuhr and Jonathan Robinson serve as Initial Directors.

Resolved (2016.09.15.12), ICANN, in its role as sole member of PTI, appoints Akram Atallah, David Conrad, Lise Fuhr, and Jonathan Robinson as Initial Directors of PTI with terms to end as specified at Section 5.5 of the PTI Bylaws.

Incorporator

Whereas, on 9 August 2016, the ICANN Board approved the filing of Articles of Incorporation for Public Technical Identifiers (or PTI) with the California Secretary of State.

Whereas, to complete that filing, ICANN identified Akram Atallah to serve as the incorporator for PTI for the purposes of signing and filing the PTI Articles of Incorporation.

Whereas, the PTI Articles of Incorporation were received by the California Secretary of State on 10 August 2016.

Whereas, Akram Atallah has taken no other acts as the incorporator of PTI, and has submitted a letter of resignation as the incorporator of PTI.

Resolved (2016.09.15.13), that any or all actions heretofore taken by any Authorized Officer to effectuate or evidence the purpose and intent of the foregoing resolutions be, and hereby are, approved, ratified and confirmed as the act and deed of the Company or such affiliate and the act and deed of the Board.

Resolved (2016.09.15.14), the ICANN Board, in its role as sole member of PTI, accepts the resignation of Akram Atallah as incorporator of PTI, effective on the above election of the Initial Directors of PTI.

Rationale for Resolution: 

The resolutions taken here today fulfill ICANN's responsibility, as the sole member of PTI, to allow PTI to have the governance structure in place and become operationally ready to perform its required activities upon the successful completion of the IANA stewardship transition. With the acceptance of the incorporator's resignation, ICANN can then transparently and in a manner accountable to its community, move forward with the adoption of the PTI Bylaws, and appointment of the PTI Board (including the PTI President). This will allow the PTI Board to meet in the near future to complete its necessary organizational activities, which will include acceptance of the PTI Bylaws, appointment of officers, adoption of governance documents such as the Conflicts of Interest Policy. The PTI Board can also determine how to delegate authority for the approval and execution of the necessary contracts for PTI operations, such as the PTI Naming Functions Agreement, the Services Agreement with ICANN, and other subcontracting arrangements between PTI and ICANN.

These resolutions do not authorize PTI to perform any of the IANA functions prior to such time as the IANA stewardship transition is complete. This is also an important accountability aspect.

The PTI Bylaws are a product of collective work of the internal and external legal teams along with the intensive work of the CWG-Stewardship. The PTI Bylaws were posted for a 30-day public comment period, and four comments were received. Each of the comments was considered and analyzed, and explanation was provided on whether the PTI Bylaws required modification to reflect the issues raised within the comment. In modifying the PTI Bylaws, ICANN worked closely with the CWG-Stewardship and their external counsel, and revisions were made to assure that the community-nominated directors to the PTI Board would always be present at PTI Board and Board Committee meetings, and were appropriately accounted for in key decisions requiring higher thresholds than a simple majority. The PTI Bylaws as modified remain consistent with the ICG's transition Proposal. The PTI Bylaws must still be adopted by the PTI Board in order for them to come into effect.

The appointment of the PTI President and Board are taken fully in line with the obligations as set forth in the PTI Bylaws, and respectful of the community's recommendations of the proposed composition of the Board.

In taking these actions, the Board relied upon:

Akram Atallah resignation as PTI Incorporator
ICG's IANA Stewardship Transition Proposal [PDF, 2.32 MB]
Report of Public Comments on PTI Bylaws [PDF, 416 KB]
Draft PTI Bylaws
CWG-Stewardship 11 August 2016 Comment [PDF, 54 KB] noting recommended PTI Board appointments
The Board also relied upon the General Counsel and Secretary's affirmation that PTI Bylaws reflect the Transition Proposals, as well as the inputs of independent counsel to craft the PTI Bylaws to support the ICG Proposal.

These actions continue to confirms ICANN's commitment to implement the Transition Proposals and all of the elements in those Proposals.

None of the actions taken today are anticipated to have any impact on the security, stability or resiliency of the DNS, though the PTI will be essential to ICANN's security, stability and resiliency work. There will be resource implications in supporting the PTI Board, as well as the significant resources required to support a new affiliate.

The approval of the PTI Bylaws is an Organizational Administrative Function for which public comments were received.

The acceptance of the resignation of the incorporator, appointment of the PTI President and the appointment of the PTI Board are Organizational Administrative Functions for which public comments were not necessary.