Historical Resolution Tracking Feature » PTI Articles of Incorporation

Important note: The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.

PTI Articles of Incorporation

Resolution of the ICANN Board
the ICANN Board authorizes the formation of PTI

ICANN Board authorizes ICANN's CEO, or his designee, to proceed with the formation of PTI, including the filing of the proposed PTI Articles of Incorporation as revised after public comment.

ICANN Structures
Meeting Date: 
Tue, 9 Aug 2016
Resolution Number: 
Resolution Text: 

Whereas, on 14 March 2014, the National Telecommunications and Information Administration (NTIA) of the United States Department of Commerce announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community.

Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers (ICANN) accepted and transmitted to the NTIA the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, (the "ICG Proposal") and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals").

Whereas, the ICG Proposal included a requirement that ICANN develop an affiliate to perform the naming-related IANA functions under a contract with ICANN, PTI. The ICG Proposal required PTI to be a California Nonprofit Public Benefit Organization, and ICANN is to be the sole member of PTI.

Whereas, ICANN lawyers worked diligently with the independent counsel to the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions ("CWG-Stewardship") to develop Articles of Incorporation for the new PTI. Those draft Articles were posted for public comment for a period of 30 days.

Whereas, upon the close of the comment period, a detailed analysis of the comments was performed and modifications were made to the Articles in response to the public comments. ICANN coordinated with the independent law firm on the revisions.

Whereas, ICANN's General Counsel has asserted that the proposed PTI Articles of Incorporation remain consistent with the Transition Proposals and recommends that ICANN proceed to forming the affiliate to allow for implementation planning to continue.

Resolved (2016.08.09.04), the ICANN Board authorizes ICANN's CEO, or his designee, to proceed with the formation of PTI, including the filing of the proposed PTI Articles of Incorporation as revised after public comment.

Rationale for Resolution: 

The authorization for ICANN to proceed with the formation of PTI, through the filing of the PTI Articles of Incorporation, is a crucial step in the planning for the implementation of the Transition Proposals. This is a key step for ICANN's report to NTIA on the status of implementation planning. This timely authorization to move forward with the formation of PTI is necessary to support the global multistakeholder community's work towards a successful completion of the stewardship of the IANA functions.

These PTI Articles are product of collective work of the internal and external legal teams along with the intensive work of the CWG-Stewardship. The PTI Articles were posted for a 30-day public comment period, and three comments were received. Each of the comments was considered and analyzed, and explanation was provided on whether the PTI Articles required modification to reflect the issues raised within the comment.

With the small number of comments, the Articles did not require significant change in response to those comments. The changes that were made included a modification to the purpose of PTI to more accurately reflect PTI's limited, narrow role to perform the IANA functions. Another change was made to reflect the proper threshold needed to amend the PTI Articles.

In taking this action, the Board relied upon:

ICG's IANA Stewardship Transition Proposal [PDF, 2.32 MB]
Report of Public Comments on PTI Articles of Incorporation
Draft PTI Articles of Incorporation
The Board also relied upon the General Counsel and Secretary's affirmation that PTI Articles reflect the Transition Proposals, as well as the inputs of independent counsel to craft the PTI Articles to support the ICG Proposal.

Authorizing the formation of PTI is in line with ICANN's commitment to accountability and transparency. This action confirms ICANN's commitment to implement the Transition Proposals and all of the elements in those Proposals.

Forming PTI is not 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, including significant resources to support a new affiliate.

This is an Organizational Administrative Function for which public comments were received.