The DUNA Compliance Administrators, in collaboration with the Veto Administrators, are responsible for ensuring alignment with the DAO’s Governing Principles, which are defined in Section 1.3 of the DUNA bylaws established in Proposal 727. In consultation with legal counsel and members of the Nouns community, we have reviewed the following risk areas as related to Proposal 955:
- Securities law risk
- Tax compliance risk
- Sanctions compliance risk
While we acknowledge that a reserve price on new memberships could potentially be detrimental to the DAO, the long-term consequences of a reserve price are ultimately unknown. It is our belief that veto use should not be based on speculation about future possible outcomes, but rather on the DUNA bylaws which were established in Proposal 727.
Under Section 2.2(c) of the Bylaws, veto authority is limited to extraordinary circumstances involving material legal or existential risk. After careful consideration, we determined that a change to the reserve price alone does not meet the threshold of “extraordinary circumstances,” nor does it, on its own, introduce material legal or existential risks to the DAO in its present form.
This conclusion applies to this proposal in isolation and should not be interpreted as an assessment of broader governance patterns or future proposals. Members are expected to continue to operate in good faith and in alignment with the DAO’s nonprofit purpose as set out by the DUNA Bylaws. We remain mindful that future proposals could cross these thresholds and we will continue to monitor them closely.
At the time of writing, the proposer has successfully completed all required KYC and compliance checks, and their location in Venezuela does not, in itself, constitute a restriction; U.S. sanctions primarily target designated individuals and government-linked entities rather than the general population.
approve(address,uint256)transfer(address,uint256)# Treasury Management
This proposal deploys a significant portion of the DAO’s idle ETH into productive staking while maintaining meaningful liquidity for future proposals. Specifically, the DAO currently holds approximately 597 ETH in its treasury. Under this proposal, 500 ETH will be staked via Lido to receive stETH. After receiving stETH, the position will be wrapped into wstETH, a non rebasing version of stETH that eliminates unnecessary taxable events triggered by daily staking rewards. Following this transaction, the DAO will retain approximately 97 ETH in native form to preserve flexibility for future proposals.
There is an additional \~1.94 stETH in the treasury which is not wrapped, but will also be wrapped via this proposal.
In addition to the staking actions, the proposal includes a transfer of 200,000 USDC from the Nouns DAO Treasury to the Nouns DAO Payer to clear outstanding debt and provide a buffer for future proposals requesting USDC.
approve(address,uint256)transfer(address,uint256)# Treasury Management
This proposal deploys a significant portion of the DAO’s idle ETH into productive staking while maintaining meaningful liquidity for future proposals. Specifically, the DAO currently holds approximately 597 ETH in its treasury. Under this proposal, 500 ETH will be staked via Lido to receive stETH. After receiving stETH, the position will be wrapped into wstETH, a non rebasing version of stETH that eliminates unnecessary taxable events triggered by daily staking rewards. Following this transaction, the DAO will retain approximately 97 ETH in native form to preserve flexibility for future proposals.
There is an additional \~1.94 stETH in the treasury which is not wrapped, but will also be wrapped via this proposal.
In addition to the staking actions, the proposal includes a transfer of 200,000 USDC from the Nouns DAO Treasury to the Nouns DAO Payer to clear outstanding debt and provide a buffer for future proposals requesting USDC.treasury-management
sendOrRegisterDebt(address,uint256)# Fund Nouns Payer Contract with USDC
The [Nouns DAO Payer contract](https://etherscan.io/address/0xd97Bcd9f47cEe35c0a9ec1dc40C1269afc9E8E1D) currently has a balance of \~69k USDC. This proposal funds the Payer contract with another 200k USDC.
This ensures that any combination of streams attached to admin candidate proposals can execute correctly, while maintaining an additional buffer for future proposals requesting USDC. The DAO currently holds nearly 800k USDC in the treasury, and these funds can be returned to the main treasury at any time via a proposal.
sendOrRegisterDebt(address,uint256)# Fund Nouns Payer Contract with USDC
The [Nouns DAO Payer contract](https://etherscan.io/address/0xd97Bcd9f47cEe35c0a9ec1dc40C1269afc9E8E1D) currently has a balance of \~69k USDC. This proposal funds the Payer contract with another 200k USDC.
This ensures that any combination of streams attached to admin candidate proposals can execute correctly, while maintaining an additional buffer for future proposals requesting USDC. The DAO currently holds nearly 800k USDC in the treasury, and these funds can be returned to the main treasury at any time via a proposal.fund-nouns-payer-contract-with-usdc
In accordance with the 2026 DUNA Admin Election process ratified in Proposal 905, this proposal was submitted onchain within the prescribed submission window and includes a properly configured compensation stream, and is therefore eligible.
In accordance with the 2026 DUNA Admin Election process ratified in Proposal 905, this proposal was submitted onchain within the prescribed submission window and includes a properly configured compensation stream, and is therefore eligible.
In accordance with the 2026 DUNA Admin Election process ratified in Proposal 905, this proposal was submitted onchain within the prescribed submission window and includes a properly configured compensation stream, and is therefore eligible.
In accordance with the 2026 DUNA Admin Election process ratified in Proposal 905, this proposal was submitted onchain within the prescribed submission window and includes a properly configured compensation stream, and is therefore eligible.
Reminder - today is the last day to submit your proposal onchain to be eligible for the 2026 DUNA admin election per the criteria outlined in Proposal 905. Submissions close at 11:59pm January 18 in your local timezone, with UTC-12 serving as the final cutoff.
sendOrRegisterDebt(address,uint256)# Ratify an Onchain 2026 DUNA Admin Election Process
## TLDR
This proposal outlines the process for a fair, open, and repeatable onchain DUNA Admin Election for 2026. Passing this proposal ratifies this framework and immediately initiates the election timeline outlined below.
---
## Introduction
This proposal defines the election process for selecting the 2026 DUNA Compliance Administrators using a fully onchain and repeatable nomination and voting process. Administrator oversight is crucial for maintaining legal compliance, operational continuity, tax readiness, and the consistent execution of grant-related responsibilities. By formally adopting this election framework, the DAO affirms this onchain method for choosing its administrators.
## Election Process
If approved, this proposal triggers the election process for appointing the next Compliance Administrators. The goal is to maintain a simple, open, fully onchain process that provides clarity and consistency for all participants, and utilizes our established onchain governance structures to ensure repeatability.
### Election Process and Timeline
- **12/28/25: Process ratification proposal submitted onchain** Submission of this proposal begins the ratification vote.
- Voting "For" this proposal signals support for following the outlined process as follows.
- **1/4/26: Voting on the ratification proposal concludes** If passed, the election process officially begins.
- **1/5–1/12: Candidate Proposal and Nomination Window** Nominees finalize and publish their candidate proposals using the shared template.
- All nominees should use the shared HackMD candidate template provided here: [https://hackmd.io/@0xsatori/admin-template/edit
](https://hackmd.io/@0xsatori/admin-template/edit)The template includes required fields along with optional areas for personal context.
- **1/13–1/19: Voting Period** No new submissions qualify after 1/12.
- Candidates must not vote on their own or other candidate proposals using their own Nouns, delegated Nouns, or through meta-governance.
- Candidates may campaign for support of their own proposals, but must avoid influencing voters from voting 'For' or 'Against' other nominees.
- **1/20/26: Results** All qualifying proposals will have concluded voting.
- Administrators are selected based on proposal passage, with the final selection being the appointment of the two candidates who receive the highest number of “For” votes during the voting period.
- Candidates who are not appointed must cancel their compensation streams even if their proposal passes.
- If any non-appointed candidate fails to cancel, the DAO will have time to submit cancellation proposals before streams begin on 2/1/26.
- **1/21–1/31: Onboarding and Transition** During this period, the existing administrators will:
- Transfer control of assets and multisigs
- Introduce the new administrators to service providers and teach them our workflows
- Conclude outstanding responsibilities before their terms end on 1/31
## Eligibility Criteria and Appointment Terms
- Candidate proposals must be submitted onchain during the designated submission window of 1/5-1/12/26.
- Compensation streams for all admin candidates must begin 2/1/26 and end 1/31/27, and shall not exceed 100,000 USDC.
- Nominees must refrain from influencing the election through voting, meta-governance, or governance discussions, including but not limited to Lil Nouns, Nouncil, or Nogs.
---
## Closing Statement
Clear and consistent governance depends on a reliable process for selecting those responsible for administrative oversight. By adopting this election framework, the DAO reinforces its commitment to transparency, accountability, and operational stability, ensuring the DUNA remains well supported as it moves into the next year of onchain governance.
---
# DUNA Context and Admin Info
Nouns DAO has completed its transition from a Cayman Foundation structure to a Wyoming DUNA, as authorized in [Proposal 662](https://nouns.wtf/vote/662). Under the Wyoming DUNA Act:
> "Administrator" means a person authorized by the members of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership (**[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**, 17-32-102. "Definitions(a)(i)"). Additionally, Section 17-32-123. "Selection of administrators; rights and duties of administrators" provides that an administrator will have no authority to act on behalf of the DAO absent specific authorization from its membership.
The DAO now operates as a legally recognized nonprofit association within the United States. This requires ongoing compliance with:
- U.S. federal tax rules
- Wyoming state law
- OFAC and sanctions-related restrictions
- Record-keeping obligations
- Information-reporting requirements for grant recipients
The Compliance Administrator structure exists to ensure that the DAO can confidently and continuously meet these obligations.
## Administrator Workload and Day-to-Day Responsibilities
Compliance Administrators review proposals, ensure alignment with the DAO Bylaws and U.S. law, oversee KYC onboarding, manage offchain assets, and coordinate with accountants, tax and legal advisors, and other vendors. These responsibilities require continuous monitoring, communication, and coordination. A high-level overview of the workload is below.
**Proposal and Legal Oversight**
- Review proposals for legal, tax, sanctions, and governance risks
- Confirm alignment with Bylaws and U.S. law
- Provide guidance on grant structures and complex proposal flows
- Engage legal counsel only when needed for liability, sanctions, contracts, or governance interpretation
**Grant and Treasury Compliance**
- Collect and maintain required tax documents before disbursement
- Administer sanctions checks and verify grantee eligibility
- Coordinate with accountants and tax advisors on proper categorization and reporting
- Support accurate crypto or fiat payouts authorized by proposals
**KYC and Contributor Onboarding**
- Manage grantee onboarding and verification through Persona
- Assist with technical or verification issues
- Maintain secure compliance records for audits and reporting needs
**Operations and Administration**
- Execute required offchain actions for passed proposals, including agreements and payments
- Manage compliance documentation and secure storage
- Oversee offchain assets and infrastructure such as domains and service accounts
- Coordinate with registered agent and external vendors
- Ensure administrator actions reflect the intent and scope of passed proposals
**Community Transparency**
- Answer contributor questions about compliance and legal processes
- Publish updates, resources, and best practices
- Provide compliance insights to Veto Administrators when needed
The above work enables smooth operations, reduces legal and tax exposure, and ensures the DAO remains transparent and accountable to its contributors.ratify-an-onchain-2026-duna-admin-election-process-update
sendOrRegisterDebt(address,uint256)# Ratify an Onchain 2026 DUNA Admin Election Process
## TLDR
This proposal outlines the process for a fair, open, and repeatable onchain DUNA Admin Election for 2026. Passing this proposal ratifies this framework and immediately initiates the election timeline outlined below.
---
## Introduction
This proposal defines the election process for selecting the 2026 DUNA Compliance Administrators using a fully onchain and repeatable nomination and voting process. Administrator oversight is crucial for maintaining legal compliance, operational continuity, tax readiness, and the consistent execution of grant-related responsibilities. By formally adopting this election framework, the DAO affirms this onchain method for choosing its administrators.
## Election Process
If approved, this proposal triggers the election process for appointing the next Compliance Administrators. The goal is to maintain a simple, open, fully onchain process that provides clarity and consistency for all participants, and utilizes our established onchain governance structures to ensure repeatability.
### Election Process and Timeline
- **12/28/25: Process ratification proposal submitted onchain** Submission of this proposal begins the ratification vote.
- Voting "For" this proposal signals support for following the outlined process as follows.
- Anyone wishing to participate must publicly comment on this proposal with the following statement in a Vote with Reason or zero-weight comment: **“I nominate myself, [name], to be considered for DUNA admin elections.”**
- Current administrators are automatically eligible because they are unable to vote on this proposal.
- **1/4/26: Voting on the ratification proposal concludes** If passed, the election process officially begins.
- **1/5–1/12: Candidate Proposal and Nomination Window** Nominees finalize and publish their candidate proposals using the shared template.
- All nominees should use the shared HackMD candidate template provided here: [https://hackmd.io/@0xsatori/admin-template
](https://hackmd.io/@0xsatori/admin-template)The template includes required fields along with optional areas for personal context.
- Candidates must secure sponsorship from another Noun holder.
- Self-sponsorship is permitted only for current administrators.
- Current administrators may optionally post their proposals on 1/4 to set an early example for formatting and completeness.
- **1/13–1/19: Voting Period** No new submissions qualify after 1/12.
- Candidates must not vote on their own or other candidate proposals using their own Nouns, delegated Nouns, or through meta-governance.
- Candidates may campaign for support of their own proposals, but must avoid influencing voters from voting 'For' or 'Against' other nominees.
- **1/20/26: Results** All qualifying proposals will have concluded voting.
- Administrators are selected based on proposal passage, with the final selection being the appointment of the two candidates who receive the highest number of “For” votes during the submission window.
- Candidates who are not appointed must cancel their compensation streams even if their proposal passes.
- If any non-appointed candidate fails to cancel, the DAO will have time to submit cancellation proposals before streams begin on 2/1/26.
- **1/21–1/31: Onboarding and Transition** During this period, the existing administrators will:
- Transfer control of assets and multisigs
- Introduce the new administrators to service providers and teach them our workflows
- Conclude outstanding responsibilities before their terms end on 1/31
## Eligibility Criteria and Appointment Terms
- Nominees must post the required nomination statement on this proposal.
- Nominees must secure sponsorship from another Nouner, except current administrators, who may self-sponsor.
- Candidate proposals must be submitted onchain during the designated submission window of 1/5-1/12/26.
- Compensation streams for all admin candidates must begin 2/1/26 and end 1/31/27, and shall not exceed 100,000 USDC.
- Nominees must refrain from influencing the election through voting, meta-governance, or governance discussions, including but not limited to Lil Nouns, Nouncil, or Nogs.
---
## Closing Statement
Clear and consistent governance depends on a reliable process for selecting those responsible for administrative oversight. By adopting this election framework, the DAO reinforces its commitment to transparency, accountability, and operational stability, ensuring the DUNA remains well supported as it moves into the next year of onchain governance.
---
# DUNA Context and Admin Info
Nouns DAO has completed its transition from a Cayman Foundation structure to a Wyoming DUNA, as authorized in [Proposal 662](https://nouns.wtf/vote/662). Under the Wyoming DUNA Act:
> "Administrator" means a person authorized by the members of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership (**[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**, 17-32-102. "Definitions(a)(i)"). Additionally, Section 17-32-123. "Selection of administrators; rights and duties of administrators" provides that an administrator will have no authority to act on behalf of the DAO absent specific authorization from its membership.
The DAO now operates as a legally recognized nonprofit association within the United States. This requires ongoing compliance with:
- U.S. federal tax rules
- Wyoming state law
- OFAC and sanctions-related restrictions
- Record-keeping obligations
- Information-reporting requirements for grant recipients
The Compliance Administrator structure exists to ensure that the DAO can confidently and continuously meet these obligations.
## Administrator Workload and Day-to-Day Responsibilities
Compliance Administrators review proposals, ensure alignment with the DAO Bylaws and U.S. law, oversee KYC onboarding, manage offchain assets, and coordinate with accountants, tax and legal advisors, and other vendors. These responsibilities require continuous monitoring, communication, and coordination. A high-level overview of the workload is below.
**Proposal and Legal Oversight**
- Review proposals for legal, tax, sanctions, and governance risks
- Confirm alignment with Bylaws and U.S. law
- Provide guidance on grant structures and complex proposal flows
- Engage legal counsel only when needed for liability, sanctions, contracts, or governance interpretation
**Grant and Treasury Compliance**
- Collect and maintain required tax documents before disbursement
- Administer sanctions checks and verify grantee eligibility
- Coordinate with accountants and tax advisors on proper categorization and reporting
- Support accurate crypto or fiat payouts authorized by proposals
**KYC and Contributor Onboarding**
- Manage grantee onboarding and verification through Persona
- Assist with technical or verification issues
- Maintain secure compliance records for audits and reporting needs
**Operations and Administration**
- Execute required offchain actions for passed proposals, including agreements and payments
- Manage compliance documentation and secure storage
- Oversee offchain assets and infrastructure such as domains and service accounts
- Coordinate with registered agent and external vendors
- Ensure administrator actions reflect the intent and scope of passed proposals
**Community Transparency**
- Answer contributor questions about compliance and legal processes
- Publish updates, resources, and best practices
- Provide compliance insights to Veto Administrators when needed
The above work enables smooth operations, reduces legal and tax exposure, and ensures the DAO remains transparent and accountable to its contributors.
sendOrRegisterDebt(address,uint256)# Ratify an Onchain 2026 DUNA Admin Election Process
## TLDR
This proposal outlines the process for a fair, open, and repeatable onchain DUNA Admin Election for 2026. Passing this proposal ratifies this framework and immediately initiates the election timeline outlined below.
---
## Introduction
This proposal defines the election process for selecting the 2026 DUNA Compliance Administrators using a fully onchain and repeatable nomination and voting process. Administrator oversight is crucial for maintaining legal compliance, operational continuity, tax readiness, and the consistent execution of grant-related responsibilities. By formally adopting this election framework, the DAO affirms this onchain method for choosing its administrators.
## Election Process
If approved, this proposal triggers the election process for appointing the next Compliance Administrators. The goal is to maintain a simple, open, fully onchain process that provides clarity and consistency for all participants, and utilizes our established onchain governance structures to ensure repeatability.
### Election Process and Timeline
- **12/28/25: Process ratification proposal submitted onchain** Submission of this proposal begins the ratification vote.
- Voting "For" this proposal signals support for following the outlined process as follows.
- Anyone wishing to participate must publicly comment on this proposal with the following statement in a Vote with Reason or zero-weight comment: **“I nominate myself, [name], to be considered for DUNA admin elections.”**
- Current administrators are automatically eligible because they are unable to vote on this proposal.
- **1/4/26: Voting on the ratification proposal concludes** If passed, the election process officially begins.
- **1/5–1/12: Candidate Proposal and Nomination Window** Nominees finalize and publish their candidate proposals using the shared template.
- All nominees should use the shared HackMD candidate template provided here: [https://hackmd.io/@0xsatori/admin-template
](https://hackmd.io/@0xsatori/admin-template)The template includes required fields along with optional areas for personal context.
- Candidates must secure sponsorship from another Noun holder.
- Self-sponsorship is permitted only for current administrators.
- Current administrators may optionally post their proposals on 1/4 to set an early example for formatting and completeness.
- **1/13–1/19: Voting Period** No new submissions qualify after 1/12.
- Candidates must not vote on their own or other candidate proposals using their own Nouns, delegated Nouns, or through meta-governance.
- Candidates may campaign for support of their own proposals, but must avoid influencing voters from voting 'For' or 'Against' other nominees.
- **1/20/26: Results** All qualifying proposals will have concluded voting.
- Administrators are selected based on proposal passage, with the final selection being the appointment of the two candidates who receive the highest number of “For” votes during the submission window.
- Candidates who are not appointed must cancel their compensation streams even if their proposal passes.
- If any non-appointed candidate fails to cancel, the DAO will have time to submit cancellation proposals before streams begin on 2/1/26.
- **1/21–1/31: Onboarding and Transition** During this period, the existing administrators will:
- Transfer control of assets and multisigs
- Introduce the new administrators to service providers and teach them our workflows
- Conclude outstanding responsibilities before their terms end on 1/31
## Eligibility Criteria and Appointment Terms
- Nominees must post the required nomination statement on this proposal.
- Nominees must secure sponsorship from another Nouner, except current administrators, who may self-sponsor.
- Candidate proposals must be submitted onchain during the designated submission window of 1/5-1/12/26.
- Compensation streams for all admin candidates must begin 2/1/26 and end 1/31/27, and shall not exceed 100,000 USDC.
- Nominees must refrain from influencing the election through voting, meta-governance, or governance discussions, including but not limited to Lil Nouns, Nouncil, or Nogs.
---
## Closing Statement
Clear and consistent governance depends on a reliable process for selecting those responsible for administrative oversight. By adopting this election framework, the DAO reinforces its commitment to transparency, accountability, and operational stability, ensuring the DUNA remains well supported as it moves into the next year of onchain governance.
---
# DUNA Context and Admin Info
Nouns DAO has completed its transition from a Cayman Foundation structure to a Wyoming DUNA, as authorized in [Proposal 662](https://nouns.wtf/vote/662). Under the Wyoming DUNA Act:
> "Administrator" means a person authorized by the members of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership (**[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**, 17-32-102. "Definitions(a)(i)"). Additionally, Section 17-32-123. "Selection of administrators; rights and duties of administrators" provides that an administrator will have no authority to act on behalf of the DAO absent specific authorization from its membership.
The DAO now operates as a legally recognized nonprofit association within the United States. This requires ongoing compliance with:
- U.S. federal tax rules
- Wyoming state law
- OFAC and sanctions-related restrictions
- Record-keeping obligations
- Information-reporting requirements for grant recipients
The Compliance Administrator structure exists to ensure that the DAO can confidently and continuously meet these obligations.
## Administrator Workload and Day-to-Day Responsibilities
Compliance Administrators review proposals, ensure alignment with the DAO Bylaws and U.S. law, oversee KYC onboarding, manage offchain assets, and coordinate with accountants, tax and legal advisors, and other vendors. These responsibilities require continuous monitoring, communication, and coordination. A high-level overview of the workload is below.
**Proposal and Legal Oversight**
- Review proposals for legal, tax, sanctions, and governance risks
- Confirm alignment with Bylaws and U.S. law
- Provide guidance on grant structures and complex proposal flows
- Engage legal counsel only when needed for liability, sanctions, contracts, or governance interpretation
**Grant and Treasury Compliance**
- Collect and maintain required tax documents before disbursement
- Administer sanctions checks and verify grantee eligibility
- Coordinate with accountants and tax advisors on proper categorization and reporting
- Support accurate crypto or fiat payouts authorized by proposals
**KYC and Contributor Onboarding**
- Manage grantee onboarding and verification through Persona
- Assist with technical or verification issues
- Maintain secure compliance records for audits and reporting needs
**Operations and Administration**
- Execute required offchain actions for passed proposals, including agreements and payments
- Manage compliance documentation and secure storage
- Oversee offchain assets and infrastructure such as domains and service accounts
- Coordinate with registered agent and external vendors
- Ensure administrator actions reflect the intent and scope of passed proposals
**Community Transparency**
- Answer contributor questions about compliance and legal processes
- Publish updates, resources, and best practices
- Provide compliance insights to Veto Administrators when needed
The above work enables smooth operations, reduces legal and tax exposure, and ensures the DAO remains transparent and accountable to its contributors.ratify-the-2026-duna-admin-election-process
sendOrRegisterDebt(address,uint256)7z# Ratify the 2026 DUNA Admin Election Process
## TLDR
This proposal outlines the process for the upcoming 2026 DUNA Admin election. Passing this proposal ratifies the framework and immediately initiates the election timeline described below.
**Note: This candidate serves as the first iteration of an election process. Our intention is for this to be the hub of election discussions moving forward, with community feedback shared here incorporated into the election process outlined below.**
---
## Introduction
This proposal defines the election process for selecting the 2026 DUNA Compliance Administrators. Administrator oversight is crucial for maintaining legal compliance, operational continuity, tax readiness, and the consistent execution of grant-related responsibilities. By formally adopting this election framework, the DAO affirms a simple, fair, and repeatable onchain method for choosing its administrators while ensuring the process begins on a preset schedule.
## Election Process
If approved, this proposal triggers the election process for appointing the next Compliance Administrators. The goal is to maintain a simple, open, fully onchain process that provides clarity and consistency for all participants.
The timeline below assumes this process proposal is submitted onchain on 4/20/26.
### Election Process and Timeline
- **4/20/26: Process ratification proposal submitted onchain** Submission of this proposal begins the ratification vote.
- If passed, the outlined election process is adopted. This process reflects months of community feedback and refinement since December 2025.
- **4/27/26: Voting on the ratification proposal concludes** Once passed, the election process officially begins.
- Anyone wishing to participate must publicly comment on this proposal with the following statement in a Vote with Reason or zero-weight comment: **“I nominate myself, [name], to be considered for DUNA admin elections.”**
- Current administrators are automatically eligible because they are unable to vote on this proposal.
- All nominees should use the shared **HackMD candidate template** provided here: [https://hackmd.io/@0xsatori/admin-template](https://hackmd.io/@0xsatori/admin-template) The template includes required fields along with optional areas for personal context.
- **4/28–5/5: Candidate Proposal and Nomination Window** Nominees finalize and publish their candidate proposals using the shared template.
- Candidates must secure sponsorship from another Noun holder.
- Self-sponsorship is permitted only for current administrators.
- Current administrators may optionally post their proposals on 4/27 to set an early example for formatting and completeness.
- **5/6–5/12: Voting Period** No new submissions qualify after 5/5.
- Candidates must not vote on other candidate proposals using their own Nouns, delegated Nouns, or through meta-governance.
- Candidates may campaign for support of their own proposals, but must avoid influencing voters from voting 'For' or 'Against' other nominees.
- **5/13/26: Results** All qualifying proposals will have concluded voting.
- Administrators are selected based on proposal passage, with the recommended method being the appointment of the two candidates who receive the highest number of “For” votes during the submission window.
- Candidates who are not appointed must cancel their compensation streams.
- If any non-appointed candidate fails to cancel, the DAO will have time to submit cancellation proposals before streams begin on 6/1/26.
- **5/14–5/31: Onboarding and Transition** During this period, the existing administrators will:
- Transfer control of assets and multisigs
- Introduce the new administrators to service providers and KYC systems
- Conclude outstanding responsibilities before their term ends on 5/31
---
## Eligibility Criteria and Appointment Terms
- Nominees must post the required nomination statement on this proposal.
- Nominees must secure sponsorship from another Nouner, except current administrators who may self-sponsor.
- Candidate proposals must be submitted onchain during the designated submission window.
- Compensation streams for all admin candidates must begin 6/1/26 and end 5/31/27, and shall not exceed 100,000 USDC.
- Nominees must refrain from influencing the election through voting, meta-governance, or governance discussions, including but not limited to Lil Nouns, Nouncil, or Nogs.
---
## Closing Statement
Clear and consistent governance depends on a reliable process for selecting those responsible for administrative oversight. By adopting this election framework, the DAO reinforces its commitment to transparency, accountability, and operational stability, ensuring the DUNA remains well supported as it moves into the next year of onchain governance.
---
# DUNA Context and Admin Info
Nouns DAO has completed its transition from a Cayman Foundation structure to a Wyoming DUNA, as authorized in [Proposal 662](https://nouns.wtf/vote/662). Under the Wyoming DUNA Act:
> "Administrator" means a person authorized by the members of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership (**[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**, 17-32-102. "Definitions(a)(i)"). Additionally, Section 17-32-123. "Selection of administrators; rights and duties of administrators" provides that an administrator will have no authority to act on behalf of the DAO absent specific authorization from its membership.
The DAO now operates as a legally recognized nonprofit association within the United States. This requires ongoing compliance with:
- U.S. federal tax rules
- Wyoming state law
- OFAC and sanctions-related restrictions
- Record-keeping obligations
- Information-reporting requirements for grant recipients
The Compliance Administrator structure exists to ensure that the DAO can confidently and continuously meet these obligations.
## Administrator Workload and Day-to-Day Responsibilities
Compliance Administrators review proposals, ensure alignment with the DAO Bylaws and U.S. law, oversee KYC onboarding, manage offchain assets, and coordinate with accountants, tax and legal advisors, and other vendors. These responsibilities require continuous monitoring, communication, and coordination. A high-level overview of the workload is below.
**Proposal and Legal Oversight**
- Review proposals for legal, tax, sanctions, and governance risks
- Confirm alignment with Bylaws and U.S. law
- Provide guidance on grant structures and complex proposal flows
- Engage legal counsel only when needed for liability, sanctions, contracts, or governance interpretation
**Grant and Treasury Compliance**
- Collect and maintain required tax documents before disbursement
- Administer sanctions checks and verify grantee eligibility
- Coordinate with accountants and tax advisors on proper categorization and reporting
- Support accurate crypto or fiat payouts authorized by proposals
**KYC and Contributor Onboarding**
- Manage grantee onboarding and verification through Persona
- Assist with technical or verification issues
- Maintain secure compliance records for audits and reporting needs
**Operations and Administration**
- Execute required offchain actions for passed proposals, including agreements and payments
- Manage compliance documentation and secure storage
- Oversee offchain assets and infrastructure such as domains and service accounts
- Coordinate with registered agent and external vendors
- Ensure administrator actions reflect the intent and scope of passed proposals
**Community Transparency**
- Answer contributor questions about compliance and legal processes
- Publish updates, resources, and best practices
- Provide compliance insights to Veto Administrators when needed
The above work enables smooth operations, reduces legal and tax exposure, and ensures the DAO remains transparent and accountable to its contributors.
---
## Administrator Duties
The Administrator shall fulfill certain administrative or operational tasks required by the DAO by exercising only the powers, rights, and privileges as specifically enumerated via proposals passed by Nouns DAO, including this proposal and the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). The Reserve Administrator acts as an alternate to the Compliance Administrator, ensuring consistent fulfillment of compliance duties and providing advisory support as needed.
Per Nouns DAO [Proposal 662](https://nouns.wtf/vote/662), Administrators "will be responsible for making sure taxes are filed, overseeing KYC of grants, and making sure vetoers are aware of potentially problematic proposals" as main priorities. In accordance with this, the Compliance Administrator's duties shall include:
1. Reviewing each DAO proposal for compliance with applicable laws and regulations and the DAO's governing principles. Compliance includes:
a) Tax compliance and confirming receipt of W9 or W8 tax information for grant recipients prior to disbursement of funds.
b) OFAC/Sanctions compliance by confirming there is an operational wallet check process.
c) Compliance with applicable laws and regulations (e.g. ensuring no illegal activity is included in a proposal).
The Compliance Administrator shall signal the state of compliance for each proposal using available DAO tools/clients. If the Compliance Administrator deems that a veto should be used on a proposal due to non-compliance or other existential risk to the DAO, they will inform the Veto Administrators promptly for their review. This is a recommendation only and shall not bind the Veto Administrators in any way.
Additionally, the Compliance Administrator shall have the authority to take all necessary action to ensure compliance with such applicable laws or regulations, including but not limited to notifying the DAO of regulatory or legal risks, notifying the Veto Administrator(s), or engaging outside legal counsel and advisors.
2. The Compliance Administrator may coordinate the contracting of a Registered Agent as allows by the **[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**, 17-32-110 "Appointment of agent to receive service of process", and serve as the contact for said agent.
3. The Compliance Administrator shall be responsible for contracting legal and tax professionals, ensuring that taxes are filed, and serving as the DAO's contact with said professionals and related contractors.
4. The Compliance Administrator shall be responsible for the legal enactment of any proposals passed by the DAO such as the execution of contracts or agreements, the opening of bank accounts, or the facilitation of payments of DAO debts or liabilities.
5. The Compliance Administrator shall be responsible for communicating relevant DUNA information to DAO members and facilitating requests for information. Whenever possible under law, information will be made publicly available, preferably onchain.
## Administrators' Participation in DAO Activities
During the Administrator's term, to ensure clarity, the Administrator will refrain from voting with their own Nouns and will use a separate administrator wallet to signal whether a proposal is in compliance. They will not vote FOR or AGAINST any proposal, but will communicate on-chain in regards to compliance. They will retain all other rights as a member of the DAO.
Additionally, the Compliance Administrators will avoid voting on Nouns DAO proposals in any subdaos or meta-governance during their term.
The Compliance Administrators may however submit any proposals needed to further the authorized activities noted in this proposal or as needed.
## Opening of Bank Accounts for Fiat Payment Processing
In order to facilitate payments that can not be made directly in crypto via proposal, the Compliance Administrator will be authorized by this proposal to open a bank account for this purpose. The Compliance Administrator may only pay any specific DAO service providers or bills if authorized to do so via a DAO proposal.
## Indemnification
The DAO shall indemnify and hold harmless, to the fullest extent permitted by applicable law, the Compliance Administrator for any debt, obligation or other liability incurred in the course of activities on behalf of the DAO. Note any limitations that may be found in the **[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**.
## Term
The intended terms for the Compliance Administrator roles under this process are 1 year from the beginning of their compensation streams. The DAO may adjust this term via proposal to remove/replace any Compliance Administrators. Note: Administrators are independent contractors and not employees of the DAO.
## Additional Governing Documents
Relevant information may also be found in the **[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**, The Bylaws and any proposals passed by the DAO may alter the duties and responsibilities of the Administrator or limit the authorization of Administrator to act.
## DUNA Admin Payment and Administrator Agreement
In the [DUNA proposal passed by the DAO](https://nouns.wtf/vote/662), an annual budget of $200,000 USDC was set aside for Administrator compensation.
The proposed compensation for each role as Compliance Administrator will be $100,000 paid via stream ($8,333.33 USDC per month). This stream will be cancellable upon the passage of a proposal to remove and/or replace the Compliance Administrator.
Administrators will be responsible for the purchase of any E&O or D&O insurance if desired. Any other expenses necessary to execute the Administrator's duties will be submitted for authorization via proposals to the DAO.
Following the successful passing of the Admin Candidate proposals, the DUNA will enter into Administrator Agreements with the two appointees that set forth the proposed compensation and other terms and conditions of their roles as Compliance Administrators.ratify-the-2026-duna-admin-election-process
dissolve-the-dunaAppreciate everyone sharing their perspectives. These discussions are important as we evaluate what best serves the DAO moving forward. We want to address a few key points:
- We are currently working through structural options with our new tax/legal advisors. Once finalized, we will present a clear summary of each potential path forward, including implications and tradeoffs, so the DAO can make an informed collective decision.
- The Foundation provided minimal documentation, and we do not have meaningful insight into operations or decisions that took place before our tenure. If the DAO wants to pursue legal action against teams or projects it believes acted improperly prior to DUNA, that direction must come through a passed proposal. We cannot initiate those actions at our own discretion, and the DAO should be aware that this type of legal pursuit would likely be expensive.
- From an IRS perspective, the Foundation functioned more as a protective layer than a distinct taxable entity. In substance, the DAO would potentially be viewed as a deemed entity (a partnership composed of Nouns holders) which means potential individual tax liability. This is a “substance over form” issue where legal and tax exposure ultimately sits with members if it is determined that no proper entity existed to shield them.
- We have tentative guidance that auction proceeds should be treated as equity sales rather than income, meaning they do not generate tax liability for the DAO. This is still to be confirmed, but is highly likely to be the final determination.
- Under the current DUNA structure, we must comply with Wyoming DUNA law. Within that legal framework, onchain governance decisions passed by proposal supersede the bylaws and represent the final will of the DAO. Administrators are required to enact these decisions and cannot override them. This structure does not change how the DAO operates or how governance works, it simply adds a legal and compliance layer on top of DAO decisions to be handled by the admins.
KYC and tax info receivedKYC and tax info receivedKYC and tax info receivedKYC and tax info receivedMoving USDC to payer contractKYC and tax info receivedKYC and tax info receivedKYC and tax info received
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setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)# Update Approved Client List
Clients must be approved via a DAO proposal to receive rewards through the Client Incentives Program. We recommend revoking approval of client IDs that are either deprecated/inactive or noncompliant. Removing these clients ensures that the DAO only allocates rewards to active, compliant participants, while reducing tax and liability exposure for the DAO. This proposal updates the list of approved eligible clients by removing confirmed deprecated/inactive clients, as well as those deemed noncompliant.
- **Deprecated/inactive clients**: These teams have confirmed they no longer wish to operate an active Nouns client ID.
- **Noncompliant clients**: Rewards paid to non-KYC’d entities create unnecessary tax withholding burdens for the DAO. We made multiple attempts to contact all client owners over the past few months. All attempts at communication with these owners were unsuccessful, therefore these clients have been deemed noncompliant.
---
## Clients Proposed for Removal
- **ID 2: [Houseofnouns](http://houseofnouns.wtf)** – Rocketman *(deprecated)*
- **ID 4: [Nouns.biz](http://Nouns.biz)** – Joelcares *(inactive)*
- **ID 8: [Nouns.gg](http://Nouns.gg)** – Nouns Esports *(inactive)*
- **ID 14: [Pronouns](https://www.pronouns.gg/)** – Dot *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~1.24 ETH rewards eligible to claim. Claiming would result in a tax liability of approximately $1,350 USD at current prices.
- **ID 15: [Nouns Auction](https://nouns.auction/)** – Nekofar *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~0.018 ETH rewards eligible to claim. Claiming would result in a tax liability once $600 USD is claimed.
---
If you have any questions, please let us know.
Index and Satori
setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)# Update Approved Client List
Clients must be approved via a DAO proposal to receive rewards through the Client Incentives Program. We recommend revoking approval of client IDs that are either deprecated/inactive or noncompliant. Removing these clients ensures that the DAO only allocates rewards to active, compliant participants, while reducing tax and liability exposure for the DAO. This proposal updates the list of approved eligible clients by removing confirmed deprecated/inactive clients, as well as those deemed noncompliant.
- **Deprecated/inactive clients**: These teams have confirmed they no longer wish to operate an active Nouns client ID.
- **Noncompliant clients**: Rewards paid to non-KYC’d entities create unnecessary tax withholding burdens for the DAO. We made multiple attempts to contact all client owners over the past few months. All attempts at communication with these owners were unsuccessful, therefore these clients have been deemed noncompliant.
---
## Clients Proposed for Removal
- **ID 2: [Houseofnouns](http://houseofnouns.wtf)** – Rocketman *(deprecated)*
- **ID 4: [Nouns.biz](http://Nouns.biz)** – Joelcares *(inactive)*
- **ID 8: [Nouns.gg](http://Nouns.gg)** – Nouns Esports *(inactive)*
- **ID 14: [Pronouns](https://www.pronouns.gg/)** – Dot *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~1.24 ETH rewards eligible to claim. Claiming would result in a tax liability of approximately $1,350 USD at current prices.
- **ID 15: [Nouns Auction](https://nouns.auction/)** – Nekofar *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~0.018 ETH rewards eligible to claim. Claiming would result in a tax liability once $600 USD is claimed.
---
If you have any questions, please let us know.
Index and Satoriupdate-approved-client-list
setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)# Update Approved Client List
Clients must be approved via a DAO proposal to receive rewards through the Client Incentives Program. We recommend revoking approval of client IDs that are either deprecated/inactive or noncompliant. Removing these clients ensures that the DAO only allocates rewards to active, compliant participants, while reducing tax and liability exposure for the DAO. This proposal updates the list of approved eligible clients by removing confirmed deprecated/inactive clients, as well as those deemed noncompliant.
- **Deprecated/inactive clients**: These teams have confirmed they no longer wish to operate an active Nouns client ID.
- **Noncompliant clients**: Rewards paid to non-KYC’d entities create unnecessary tax withholding burdens for the DAO. We made multiple attempts to contact all client owners over the past few months. All attempts at communication with these owners were unsuccessful, therefore these clients have been deemed noncompliant.
---
## Clients Proposed for Removal
- **ID 2: [Houseofnouns](http://houseofnouns.wtf)** – Rocketman *(deprecated)*
- **ID 4: [Nouns.biz](http://Nouns.biz)** – Joelcares *(inactive)*
- **ID 8: [Nouns.gg](http://Nouns.gg)** – Nouns Esports *(inactive)*
- **ID 14: [Pronouns](https://www.pronouns.gg/)** – Dot *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~1.24 ETH rewards eligible to claim. Claiming would result in a tax liability of approximately $1,350 USD at current prices.
- **ID 15: [Nouns Auction](https://nouns.auction/)** – Nekofar *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~0.018 ETH rewards eligible to claim. Claiming would result in a tax liability of approximately $20 USD at current prices.
---
If you have any questions, please let us know.
Index and Satoriupdate-approved-client-list
setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)setClientApproval(uint32,bool)# Update Approved Client List
Clients must be approved via a DAO proposal to receive rewards through the Client Incentives Program. We recommend revoking approval of client IDs that are either deprecated/inactive or noncompliant. Removing these clients ensures that the DAO only allocates rewards to active, compliant participants, while reducing tax and liability exposure for the DAO. This proposal updates the list of approved eligible clients by removing confirmed deprecated/inactive clients, as well as those deemed noncompliant.
- **Deprecated/inactive clients**: These teams have confirmed they no longer wish to operate an active Nouns client ID.
- **Noncompliant clients**: Rewards paid to non-KYC’d entities create unnecessary tax withholding burdens for the DAO. We made multiple attempts to contact all client owners over the past few months. All attempts at communication with these owners were unsuccessful, therefore these clients have been deemed noncompliant.
---
## Clients Proposed for Removal
- **ID 2: [Houseofnouns](http://houseofnouns.wtf)** – Rocketman *(deprecated)*
- **ID 4: [Nouns.biz](http://Nouns.biz)** – Joelcares *(inactive)*
- **ID 8: [Nouns.gg](http://Nouns.gg)** – Nouns Esports *(inactive)*
- **ID 14: [Pronouns](https://www.pronouns.gg/)** – Dot *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~1.24 ETH rewards eligible to claim. Claiming would result in a tax liability of approximately $1,350 USD at current prices.
- **ID 15: [Nouns Auction](https://nouns.auction/)** – Nekofar *(noncompliant)*
- Rewards status: None claimed since the formation of the DUNA. \~0.018 ETH rewards eligible to claim. Claiming would result in a tax liability of approximately $20 USD at current prices.
---
If you have any questions, please let us know.
Index and Satoriupdate-approved-client-list
nouns-duna-admin-elections- The role is defined by binding agreements and bylaws that specify deliverables. Admin duties are codified in the DUNA Bylaws (Sections 2.1 and 2.2) and in the Administrator Agreements (Proposals 728 and 729), which together define roles, powers, compliance responsibilities, and operational expectations. Any candidate or community member can review these onchain documents to understand the baseline responsibilities, which have been outlined since before the formation of the DUNA.
- We feel that multiple admins are necessary since the responsibilities require continuous monitoring, coordination, and intervention with no true downtime. The role requires daily monitoring including weekends, with no time off. Two admins ensures consistent coverage as life events are guaranteed to arise.
**Core Duties**
- Compliance Administrators are responsible for: reviewing DAO proposals for legal compliance, implementing and managing tax and sanctions procedures, ensuring proposals align with U.S. law and the DAO Bylaws, enacting offchain actions for passed proposals through contracts or payments, taking additional compliance actions when necessary, management of offchain assets and nouns.wtf domain related services, and coordinating with accountants, KYC providers, legal counsel, and tax advisors to ensure smooth operations.
- The Reserve Administrator has the same duties - acting as backup and advisor to the Compliance Administrator and stepping in when needed to ensure coverage. In practice, we’ve operated as a team.
- Veto Administrators have the authority to veto proposals in extraordinary circumstances involving legal or existential risks, serving as a safeguard for the DAO.
**Elaboration on Day-to-Day Work**
- Accountants: administrators assist in an ongoing basis to prepare financial reports, categorizing and clarifying sources of income and expenses, and maintaining records for audits and tax filings.
- KYC: administrators manage onboarding and verification of contributors and grantees through our Persona workflow, assist in resolving technical issues, and maintaining compliance records.
- Legal advisors: we try to limit interactions with legal as our advisors are extremely expensive, when needed we engage them to address liability, sanctions, governance interpretation, contract matters, etc.
- Tax advisors: we coordinate to ensure contributions, grants, and expenses are treated correctly, advise on compliance, strategize for tax efficiency, and oversee filings in coordination with our accountants.
- These duties are all ongoing and require consistent attention and coordination, not one-off tasks.
**Transition & Election Process**
- A minimum one-month overlap or handoff should be built in between outgoing and incoming admins to ensure continuity with accountants, legal, tax, and KYC providers. We will also need time to transition any and all accounts, multi-signature wallets, etc.
- Ideally, transition periods should conclude after tax filings are completed, since ending terms before taxes are filed risks gaps in knowledge on specifics from the previous year. This is not the case currently, but we strongly recommend the DAO considers adjusting the admin terms to align with tax filings moving forward.
- To ensure neutrality, it would also make sense to formally prohibit all candidates from voting in elections onchain or through meta-governance. Allowing this creates an uneven dynamic where candidates can vote against sitting admins, who are restricted from voting themselves.
@0x9e0e...57B1
- We understand you have strong philosophical disagreements with the DUNA and the process to get here. What we say is unlikely to change that, but we are trying to engage you in good faith to address your concerns to the best of our ability.
- The DUNA does not shield specific individuals or past failures. Its liability protection applies to *all* DAO members from the point of formation onwards, not specifically to actors tied to the Foundation or actions taken prior to formation.
- Past mismanagement is a governance matter for the DAO, not something the DUNA structure itself is designed to resolve or address. If the DAO wants to pursue legal action, feel free to put together a proposal to direct the admins to engage legal advisors to do so.
- If the DAO wants a deeper review of historic obligations or how to pursue accountability for past actors, that is also a separate governance process, but it is not a reason to undo the protections currently in place.
- Obligations from the Foundation do not automatically transfer to the DUNA. The obligations we have are to pay our accountant, KYC service provider, legal and tax advisors, and taxes when it comes time to file, all of which are standard for a legitimate legal entity.
- Basic obligations are not hidden. Tax liability, for example, is clear: ~24% backup withholding applies on gross payments without KYC. Other operational obligations have been explained repeatedly, and payments from the admins to service providers are all visible onchain.
- Information is not being withheld other than sensitive items like KYC data, which obviously cannot be shared with anyone. There is no significant activity happening behind closed doors. We’ve been fully transparent with the information available, and if there’s something specific you feel hasn’t been communicated clearly, let us know and we’ll provide further detail.
- Again, the purpose of the DUNA is protection and compliance: shielding members from personal liability, ensuring payments and contracts can be made offchain, and creating more transparency than the Foundation ever provided.
- If the DAO chooses to disband the DUNA, it has the authority to do so through an onchain vote. Until then, the admins’ role is to carry out the responsibilities the DAO has already approved.
> You don’t need to be the one pushing the buttons to centralize control; holding the keys to information is enough. When someone has the ability to filter, censor, or selectively release information, and the rest of the DAO has no transparent or straightforward way to verify whether that information, obligation, or data point is accurate, the flow of decision making naturally shifts into their hands. Control over the narrative is control over the choices that get made. If the DAO is only allowed to see the picture that one group paints, then the DAO is effectively making decisions inside the frame set by that group, not based on the full reality.
>
> That’s why even if the stated role is just to “inform the DAO,” the power dynamic runs deeper. Information is not neutral; how it’s delivered, when it’s delivered, and what gets left out shapes outcomes. The DAO can technically say yes or no, but those decisions are already conditioned by what information is on the table. If the process to validate that information is either too complex, hidden, or outright blocked, then the DAO’s independence is undermined.
>
> In practice, this means centralization doesn’t always look like direct command or explicit authority. It can show up as a bottleneck of data, a gatekeeper role where transparency is missing. And in a system like a DAO, which claims to rely on collective decision making, the integrity of information flow is just as critical as the vote itself. Without that, we’re left with a structure where decisions are formally decentralized but practically influenced by whoever controls the flow of knowledge. That’s the subtle line between informing and steering, and if left unchecked, it quietly turns into a centralized power.
kyc-requirements-for-nouns-client-rewards@0x9e0e...57B1
You’re mixing separate conversations here. Let’s keep this one focused on client KYC. This didn’t need to become a thread at all, we’ve already been handling KYC and tracking client status internally. If anyone wanted clarity, they could have just asked us directly. There’s nothing to debate or argue here.
As for numbers, they’re not hidden. Everything is onchain and transparent, and also summarized at http://nouns.com/stats/clients. If KYC weren’t collected for clients, the tax obligation would be ~24% of the year-to-date rewards distributed.
The DAO has already decided that compliance is required by adopting the DUNA structure. Our role is to execute on that directive, not re-litigate it.
> The numbers matter. As you yourself said, you are obligated to inform the DAO about the situation, because at the end of the day it is the DAO’s will that decides whether to proceed with something or not. When I bring up numbers, it is not for decoration, it is because the DAO needs to see clearly what is on the table. Are we talking about something so small it is nickels and pennies, where we spend more time and resources debating than the issue is even worth, or are we talking about something substantial enough that the DAO can consciously decide whether it wants to take on that obligation or not?
>
> This clarity is critical. The DAO cannot make informed decisions without understanding the scale. A single penny and millions are not in the same universe, yet both can sit in the same conversation if the numbers are left vague. That is why, just as the DAO should have full numbers on the obligations DUNA pushed onto us from the foundation, costs and responsibilities that did not vanish but instead became ours, it should also be told whether current debates are about trivial sums or meaningful commitments.
>
> If we claim to be protecting the DAO by arguing over pennies, while at the same time being silently burdened with millions elsewhere, we are not really protecting the DAO at all. We are distracting it. The question is not only about whether to say yes or no to a particular matter, but whether we are equipping the DAO with the right scale of information so that its will can be exercised rationally. Otherwise, the DAO risks making decisions in the dark, treating small change like mountains and ignoring mountains like small change.
>
> The numbers do not just matter, they define the very context in which decisions are made. Without them, talk of obligations and protection is empty. With them, the DAO can actually see whether its time and treasury are being spent wisely, or if it is being played into fighting over pennies while carrying the weight of millions elsewhere.
@0x9e0e...57B1
Just so we are on the same page - this is not a corporation. The DUNA is a decentralized *unincorporated* nonprofit association under Wyoming law. By definition it isn’t incorporated, and it wasn’t set up to centralize power or act like a company.
Yes, there are tax liabilities now, but that’s the tradeoff the DAO made in order to protect its assets and members from even greater risks down the line. The purpose was never solely to generate tangible returns, it was to give the DAO a legally recognized wrapper so it can operate without exposing contributors to personal liability and interact with traditional corporations/entities.
Where exactly is power being centralized? The admins don’t get to make decisions on their own. We can only do what the DAO directs us to do, either through onchain proposals or through the administrator agreements that were approved by the DAO. The added “bureaucracy” comes from having a transparent and accountable process, not from admins taking control.
So no, the benefit here isn’t flashy or tangible - it’s protection. Without the DUNA, the DAO would be far more exposed, both financially and legally. With it, at least there’s a structure to handle compliance and risk in a way that’s visible and directed by the community.
> I was against the idea of turning a decentralized DAO into a US corp from the beginning, and what makes it worse is that it doesn’t even look like it ever became a real US corporation. It feels more like a shell, just a convenient setup so Uncle Sam could collect taxes, while the DAO itself has seen no real benefits. That’s the part that stings: hundreds of thousands have been spent, and I still don’t see a single tangible outcome for the DAO. Instead, it looks like personal gains for a few people came at the expense of the treasury.
>
> I called this manipulation back then, and I’ll call it manipulation now. When I look at the history, this isn’t the first time. We already got dragged into the Nouns Foundation, which by now is safe to say was a complete waste of DAO funds with zero return. Then, after that, the same voices showed up again, pushing another shiny structure with the promise of a stronger future, DUNA. And once again, I struggle to see what benefit the DAO has actually received in return.
>
> So here’s my question to those representing the DAO: what exactly was the benefit of turning a decentralized DAO into what we see today? Where are the tangible results? How is it even remotely likely that the DAO will ever recover more value than it spent on this whole “adventure”? Because right now, it doesn’t feel like an evolution of decentralization, it feels like we paid to centralize power, add bureaucracy, and give away leverage while calling it progress. If anything, it looks like another expensive detour dressed up as strategy, but in reality just another manipulation that left the DAO footing the bill.
>
> This isn’t just about pointing fingers, it’s about accountability. If this was truly in the interest of the DAO, then let’s see the measurable benefits. Otherwise, all I see is history repeating itself: lofty promises, big spending, and no clear value for the DAO. At some point, we need to admit when we’ve been rugged, instead of letting the same pattern repeat again and again.
>
> So tell me, what are we actually gaining here? Where is the proof that this structure benefits the DAO in any meaningful way? How long do we keep pouring resources into these setups before someone shows us a real return? And most importantly, who is truly accountable when the DAO keeps losing and only a few seem to win?
kyc-requirements-for-nouns-client-rewards@0x9e0e...57B1
Backup withholding is a flat % requirement on gross payments where no taxpayer information is provided and applies regardless of whether the pool is 5 ETH or 500 ETH. If we distribute without KYC, we’re required to withhold and remit, which directly costs the DAO. If we did not collect this info and have to pay additional taxes when it comes time to file, you would blame the admins for the extra costs. We are just trying to do the job we have been tasked with by the DAO.
This isn’t about building bureaucracy or nickel and diming. It’s a basic compliance requirement that applies to all clients equally in order to reduce the DAO’s tax liability. We’ve already been collecting KYC and tracking status internally, so there’s no need to establish any ultimatums.
The broader accountability questions you raise are valid, but they’re a separate discussion. Past mismanagement or treasury losses do not remove our obligation to follow compliance rules on current payments. If anything, staying compliant now is part of demonstrating that the DAO is operating responsibly moving forward and is able to hold people accountable if needed.
So the short answer is: yes, the liability is real, and no, this isn’t about scraps, it’s about meeting a clear requirement that protects both the DAO and its members.
> How much money are we actually talking about here? From what I’ve seen, the entire client reward incentives pool over the last two years has been around 50 ETH, and that’s only going to shrink further with auction price reductions. Meanwhile, I think we’ve already paid more than 50 ETH just in taxes for gifts and random payouts to people. So the question is: what’s the actual liability here? Are we talking about a meaningful burden, or are we building a whole KYC bureaucracy over scraps?
>
> If the goal is to fix past mistakes, then sure, let’s talk fairness, but that means looking at the bigger picture. There are people and projects that rugged the DAO outright, drained value, and left us saddled with debt. If accountability really matters, then those cases should take priority over nickel and diming current clients who are at least still delivering something.
>
> We’re already paying for DUNA, and that should actually benefit the DAO. Part of that should be holding accountable the people who’ve been in charge for years, failed to protect the treasury, and left us cleaning up after them. Otherwise, what’s the point of forcing every small collective into KYC just to keep a few scraps of rewards? It risks being more performative compliance than real problem solving.
>
> So before locking everyone into a 30 day ultimatum, maybe we need clarity on the actual numbers, the real tax exposure, and whether this addresses the root issues or just adds another layer of overhead while the bigger leaks go unaddressed.
kyc-requirements-for-nouns-client-rewardsJust to clarify for everyone - the KYC requirement is not about fairness, it is a compliance requirement that applies to any individual or entity receiving funds from Nouns DAO in any manner. The decision to collect KYC is not discretionary, it isn’t optional or something we can vary client by client.
While we appreciate the intent behind surfacing this, we have already been in contact with client owners and prefer to handle this with each of them directly. Not all of the clients are approved to withdraw rewards, and the KYC requirement is only applicable if they’re approved via proposal.
We have already obtained tax info from the majority of approved clients, and only a few stragglers remain who have not responded to our attempts at contact. We will be submitting a proposal to revoke the noncompliant and deprecated clients in the coming weeks.
If a member of the DAO would like to know the status of client KYC requests we can share those details in private.
Because the incentive rewards are being allocated to a collective rather than an individual or tax-reporting entity, the DAO will be required to withhold and remit taxes on the total amount of incentives Nouncil claims unless a proper taxpayer is identified. To avoid unnecessary tax burden on the DAO, one of the following must occur:
- A single individual claims the funds and agrees to complete KYC and pay the associated taxes, or
- A legitimate legal entity is established to receive the funds and assume tax responsibility.
If no tax-reporting recipient is identified in time, the DAO will be responsible for withholding ~24% of the fair market value as backup withholding.
@0xE048...8846
Yes. A large DAO can receive a grant, but the funds must be claimed by a designated entity or wallet controlled by one or more individuals who complete KYC/KYB. To satisfy compliance requirements, we'd also request a signed statement certifying that the grant is being accepted on behalf of the DAO and that the signer(s) have the authority to represent the DAO in this capacity.
> Is it possible for an on-chain DAO of over 100 members to receive a grant directly from Nouns DAO? If so, how exactly would this process/path look? Thanks
@0x560D...79E6
Yes, expanded documentation is in the works. We’re preparing an FAQ to cover more edge cases (multisigs, smart contracts, U.S. vs international, legal entities, etc.) and working on improving visual guides to help proposers understand the path that applies to them. The goal is to make it easier for proposers to plan ahead and avoid surprises after approval.
For now, our KYC guide is the most comprehensive resource: https://paragraph.com/@nouns/kyc-guide
> So far, so good, but since we have administratooors ◨ ◨, an extensive repository of processes, and an FAQ with a few edge cases (multisigs, smart contrast, legal entities, US nationals, foreigners, etc.), it would be good for proposers to know what the whole process implies and plan their props accordingly. That will make it easier for you and everyone. I'm just sharing it here to make it public. As always, happy to help design-wise.
@0x2117...E42a
1. If a multisig is receiving a grant, does everyone on the multisig need to complete KYC?
No, not necessarily. If the funds are being distributed as compensation to multiple entities, each of those entities must complete KYC/KYB. For any portion of the funds allocated to project expenses, at least one entity must complete KYC/KYB to claim and manage those funds.
2. Are there plans to integrate an onchain KYCComplete flag or similar mechanism? Otherwise, wouldn't onchain actions make the KYC process moot since funds could be distributed regardless?
Yes, this was actually implemented into the Data Contract in the Proposal 747 upgrade. However, no governance clients currently support or display this information, so it hasn't been used for signaling in practice.
This observation is valid, the KYC process today happens entirely offchain, and admins have no ability to block onchain fund transfers. We collect KYC to ensure the DAO isn't liable for taxes on distributed funds, particularly when recipients are in the US or receiving larger grants. If a recipient were to receive funds and then refuse to complete KYC, there's currently no mechanism to prevent that, though this scenario hasn't occurred so far.
Adding a true compliance hold on distributions would require smart contract upgrades and audits. For now, we've avoided that complexity to keep our process lean, but it's something we'll continue to evaluate as time goes on.
> Some random thoughts I shared yesterday on Lils call:
> - to add to FAQ: If a multisig only one person submits KYC are all parties?
>
> Are we updating the smart contracts to support KYC Complete = Boolean? Or else the onchain actions would make the KYC moot as it would get executed, funds out the door and what would be the point of KYC at that point. If we have that variable/gate or something similar, then all frontends could support this relatively quickly. Not sure if we need another approval post gate, I leave that to your discretion. As someone who has implemented P2P process at multiple orgs, holler at your boy if you need anything.
# DUNA Discussion
gm nounsfolk,
We’re creating this topic to encourage open discussion and invite your feedback on how things are going and how we can improve.
Thanks to everyone who’s engaged, asked questions, or gone through the process with us. We know it’s not particularly exciting or fun, but your collaboration makes a big difference.
Our goal is to maintain high standards of transparency, clarity, and accountability, but that only works if we’re listening closely to the community. If you’ve run into friction, confusion, or just have thoughts about how we can improve, we want to hear them.
We recently published a step-by-step guide to navigate our current KYC process [here](http://paragraph.xyz/@nouns/kyc-guide), and are working on a more detailed write-up about the broader vision and reasoning behind our approach.
A few things we’re especially curious about:
- Were our communications clear and easy to follow?
- Did any part of the process feel too confusing?
- What would make this smoother or more aligned with how Nouns operates?
- How can we better support proposers and builders?
Feel free to drop feedback in this thread or message one of us directly if you’d rather share privately.
We’re here to make the compliance side of the DAO experience more sensible and less of a hurdle. Your input helps us adjust and improve.
Appreciate you all,
Index and Satori
*Compliance Administrators* **⌐◨-◨**