+1
> we need a more inclusive entry point, so people at events like this could realistically buy a lil noun and actually get onboarded to Ethereum / lil nouns. Otherwise we are going to 0 if we gatekeep the entry/floor price whilst hosting $7000 fishing days.
>
> I believe we have made ~$1500 so far this year from mints, which, if continues, would mean it'll take 2.5 years to recoup the cost here, coupled with our coffee shop event a few months back, is half a decade... think we should look to some kind of sustainable model for events if we want this ship to keep sailing.
>
> +1
>
> > not clear how this emphasizes lil noc
Also echo Mike's concerns in discord around it primarily funding merch. Additionally, not sure why there is a random 1.7 stETH transaction to the multisig operated by me/trav/pipe? This is not mentioned anywhere in the prop and nobody spoke to me about it.
Wizards DAO is a decentralized community of builders, artists, memers, and crypto enthusiasts. The Wizards create the future of the Wizards brand. Together we're building a community of professional degenerates.ipfs://bafkreid7dpqi6g4foq3ydtrqaucifx2dpf7pouz4h47v4pfhh3ioexnu2yhttp://wizards.wtfhttps://nouns.build/api/renderer/stack-images
@0x2117...E42a
if there is demand in the .01-.02 range, the vrgda should stabilize in that range. if demand is lower, a lower reserve lets that price range be explored. we should be wanting people to buy at auction not on secondary as that doesnt benefit Lils
> Not inherently opposed to it, but 0.005 does seem a bit on the lower end. The last couple of days folks have been buying on secondary for 0.02 so there is a delta there that needs to be captured.
If this were a regular daily auction, almost every Lil for the past year would have been burned. If you were against the reserve in Nouns you should also be For lowering the reserve in Lils as it is clearly too high, as evidenced by there being zero demand at 0.03.
# Reduce Reserve Price and Increase Update Interval
## tldr
This proposal updates two parameters in the Lil VRGDA contract:
1. Reduce the reserve price from **0.03 ETH** to **0.005 ETH**
2. Increase the update interval from **15 minutes** to **2.5 hours**
The goal is to make Lil minting more accessible during low-demand periods while making rapid, repeated buying less efficient.
---
## Proposed Changes
### Reserve Price
- Current: 0.03 ETH
- Proposed: 0.005 ETH
This lowers the minimum possible mint price by 6x, allowing the market to reach a more accessible floor when demand is low.
### Update Interval
- Current: 900 seconds / 15 minutes
- Proposed: 9000 seconds / 2.5 hours
This changes how often the contract updates the available mint price.
## Why This Matters
The current configuration creates two issues:
- The reserve price can remain too high during low-demand periods
- The price updates frequently enough that buyers can more easily chain purchases as the price adjusts downward
This proposal addresses both issues at once.
Lowering the reserve price improves accessibility for casual participants and new buyers.
Increasing the update interval makes price drops happen in larger, less frequent steps, rather than small updates every 15 minutes. This means that after a purchase pushes the price up, that higher price remains for longer before the next update.
The result is a system that is more accessible at the low end, but less efficient for rapid accumulation.
---
## How the VRGDA Price Works
The Lil VRGDA is designed around three core mechanics:
- Each purchase pushes the price up
- Time without purchases pulls the price down
- The system targets roughly **1 Lil per day**
Because of the current VRGDA parameters:
- Each purchase increases the price by about **1.25x**
- Each day without a purchase decreases the price by about **20%**
- Roughly speaking, 1 purchase takes about 1 day to fully unwind back toward the reserve price
This proposal does **not** change that underlying relationship. Instead, it changes how frequently the price updates for buyers.
## Practical Effect
### Under the Current 15-Minute Interval
After a purchase:
- Price rises immediately
- Price begins updating downward in small steps every 15 minutes
- Buyers can react to frequent price changes
### Under the Proposed 2.5-Hour Interval
After a purchase:
- Price rises immediately
- The elevated price remains in place longer
- Price drops happen less often, but in larger steps
- Buyers must either pay more or wait longer between efficient purchases
This does not create a hard cap or restriction on buying. It just makes rapid sequential buying less efficient.
## Expected Outcomes
### For Casual Participants
- Lower minimum entry price
- More accessible mints during low demand
- Better opportunity to participate at the floor
### For Aggressive Buyers
- Less benefit from frequent repricing
- More cost or waiting required to accumulate quickly
---
## Transactions
### Action 1: Set Reserve Price
- Contract: \`0xA2587b1e2626904c8575640512b987Bd3d3B592D\`
- Function: \`setReservePrice(uint256)\`
- Argument: \`5000000000000000\`
- ETH Value: \`0\`
### Action 2: Set Update Interval
- Contract: \`0xA2587b1e2626904c8575640512b987Bd3d3B592D\`
- Function: \`setUpdateInterval(uint256)\`
- Argument: \`9000\`
- ETH Value: \`0\`
## Closing
This proposal is a targeted adjustment to Lil VRGDA behavior that lowers the barrier to entry while making rapid accumulation less efficient. The core VRGDA pricing logic remains unchanged, but the system becomes more accessible during low demand and more inefficient for quick, repeated buying.
{"version":1,"title":"Nouns Builder Manager Upgrade v2.0.0 2026-04-29","description":"## Summary\n\nThis proposal upgrades the Builder Manager contract to v2.0.0.\n\nIt upgrades the manager proxy, registers Token/Auction/Governor upgrade mappings for both 1.1.0 and 1.2.0 bases, and transfers manager ownership to the Gnosis Safe.\n\n### Auction Rewards Policy Update\n\nThe new Auction implementation sets:\n\n- `builderRewardsBPS = 250` (2.5%)\n- `referralRewardsBPS = 250` (2.5%)\n\nFor upgraded DAOs, settled auction proceeds route these splits through protocol rewards before the remainder is sent to treasury.\n\n### Included Calls\n\n1. `upgradeTo(address)` on Manager proxy\n2. `registerUpgrade(address,address)` for Token 1.1.0 -> new Token impl\n3. `registerUpgrade(address,address)` for Token 1.2.0 -> new Token impl\n4. `registerUpgrade(address,address)` for Auction 1.1.0 -> new Auction impl\n5. `registerUpgrade(address,address)` for Auction 1.2.0 -> new Auction impl\n6. `registerUpgrade(address,address)` for Governor 1.1.0 -> new Governor impl\n7. `registerUpgrade(address,address)` for Governor 1.2.0 -> new Governor impl\n8. `safeTransferOwnership(address)` to `0x6257eDA33CB66EdA10354ebCf6Ab49e9E7558739` (Gnosis Safe)\n\n### Notes\n\nMetadataRenderer and Treasury implementations are unchanged in this release.","transactionBundles":[{"type":"upgrade","summary":"Manager contract upgrade to v2.0.0 with registered upgrade mappings","callCount":8}]}
Why is everyone trusting that hifive is a good actor and not also planning to drain the treasury? The incredibly aggressive accumulation is a big red flag. The resistance to pausing auctions is another red flag. There are no anti-sybil measures possible. The best option is going to be to extend the duration of the auction and raise the reserve.
This is just straight copy/pasted from AI, part of the response wasn’t even edited out at the beginning. None of the past work has metrics anywhere close to what is being categorized as “success”, why is funding this all of the sudden going to change that?
@0x9e0e...57B1
how's it going?
> @0xdcf3...7a19
>
> Things are moving and I’m getting close to shipping a beta, with updates rolling out along the way. I’m treating this as an iterative rollout rather than a single launch moment, focusing on getting something usable out and letting it run in the wild first.
>
> >
> >
> > any updates? it's January 2026, will the mini app launch this month?
> >
>
>
> If anyone has questions or ideas, they can always share them through the onchain topic I set up earlier.
>
Personally I think it would be cool to have educational content like this and nouns101, especially interactive educational content, integrated directly into the Lil Nouns website rather than standalone. Cool idea regardless ⌐◨-◨
# Appoint Satori as DUNA Reserve Compliance Administrator
## TL;DR
Appoint Satori as a DUNA Reserve Compliance Administrator. This proposal lays out relevant legal guidance, admin responsibilities, and related information for the upcoming DUNA admin term.
The Reserve Compliance Administrators’ duties, responsibilities and authorization to act on behalf of the DAO are enumerated in the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). This proposal contains certain modifications of those duties, responsibilities, and authorization to act on behalf of the DAO that are effective only as to this term as a Reserve Compliance Administrator. (If another Reserve Compliance Administrator is elected, her duties, responsibilities and authorization to act on behalf of the DAO will be determined by the Bylaws, or a DAO proposal that modifies them.) These modifications are in accordance with Section 2.2 of the Bylaws, which states that the DAO may authorize a Reserve Compliance Administrator to exercise rights, powers, and privileges set forth in an approved DAO proposal.
---
## Introduction
Hey! I'm Satori, a long-time contributor within the Nouniverse and one of the current DUNA Compliance Administrators. I’m applying to continue in the role of Reserve Compliance Administrator.
Over the past year, I have been directly responsible for helping stand up and operate Nouns DAO under its new Wyoming DUNA structure, including navigating the transition from the Foundation to DUNA, coordinating with accounting, legal and tax advisors, reviewing proposals for legal and regulatory risk, and overseeing KYC and sanctions processes. While the Bylaws distinguish the Compliance Administrator and Reserve Compliance Administrator roles, we have operated as a unified, equal admin team in practice, sharing responsibilities to ensure continuity, coverage, and reliable support for the DAO.
I am a professional civil engineer by training, with experience leading cross-disciplinary teams on complex infrastructure projects. I have been an active Nouns community member for over four years and an early contributor to nounish sub-DAOs including Wizards DAO, Gnars, and Lil Nouns. I was a member of Nouncil from December 2022 up until I began my tenure as Compliance Admin in January 2025, have contributed to Builder DAO since June 2023, and was a contributor to The Noun Square from October 2022 through March 2024. I am also the founder of Kendama DAO, a community using kendama to proliferate Nouns and mindfulness through play.
This nomination proposal seeks to continue the work I have been performing during the DAO’s first year as a DUNA. Some of what we accomplished throughout 2025 includes:
- Coordinated legal, tax, and accounting advisors to ensure a smooth transition to DUNA
- Formed the DUNA’s core infrastructure, including EIN, Wyoming virtual office, treasury wallets, admin multisigs, bank account, etc
- Implemented KYC, tax documentation, and sanctions screening workflows for grantees and vendors, including W-9 and W-8 collection
- Established the 2026 DUNA Admin Election process
## Modifications
I am not proposing any modifications to the existing scope of the role at this time. Any future modifications would be brought to the DAO via proposal.
## Closing Statement
I see the Compliance Administrator position as a service role - it exists to help the DAO function responsibly without shifting governance or creative control away from DAO members. My responsibility as admin is not to shape outcomes, but to ensure that whatever outcomes the DAO chooses can be executed cleanly, transparently, and in alignment with applicable regulations.
I’m grateful for the trust the DAO placed in both Index and me during a complex and foundational year as it transitioned to DUNA. I am greatly appreciative of the opportunity and would be honored to continue serving the DAO in this capacity.
***Note:** Only one Compliance Administrator proposal passed in the initial election, leaving the DAO short of a Reserve Compliance Administrator. While my prior proposal received the second-highest number of FOR votes, it did not reach quorum, so I’m resubmitting to ensure the DAO fills both admin positions during the upcoming term. This version reflects a reduced compensation ask, with no changes to scope or authority from the previous proposal.*
---
# 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' 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 term for this role as Compliance Administrator under this proposal is 1 year from the beginning of the compensation stream. The DAO may adjust this term via proposal to remove/replace me as Compliance Administrator. 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
The proposed compensation for Satori's role as Compliance Administrator will be 60,000 USDC paid via stream (5,000.00 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 this proposal, the DUNA will enter into an Administrator Agreement with Satori that sets forth the proposed compensation and other terms and conditions of their role as Compliance Administrator.
---
### Transactions
- Stream 60,000 USDC to safe.0xsatori.eth from 2/1/2026 through 1/31/2027
# Appoint Satori as DUNA Reserve Compliance Administrator
## TL;DR
Appoint Satori as a DUNA Reserve Compliance Administrator. This proposal lays out relevant legal guidance, admin responsibilities, and related information for the upcoming DUNA admin term.
The Reserve Compliance Administrators’ duties, responsibilities and authorization to act on behalf of the DAO are enumerated in the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). This proposal contains certain modifications of those duties, responsibilities, and authorization to act on behalf of the DAO that are effective only as to this term as a Reserve Compliance Administrator. (If another Reserve Compliance Administrator is elected, her duties, responsibilities and authorization to act on behalf of the DAO will be determined by the Bylaws, or a DAO proposal that modifies them.) These modifications are in accordance with Section 2.2 of the Bylaws, which states that the DAO may authorize a Reserve Compliance Administrator to exercise rights, powers, and privileges set forth in an approved DAO proposal.
---
## Introduction
Hey! I'm Satori, a long-time contributor within the Nouniverse and one of the current DUNA Compliance Administrators. I’m applying to continue in the role of Reserve Compliance Administrator.
Over the past year, I have been directly responsible for helping stand up and operate Nouns DAO under its new Wyoming DUNA structure, including navigating the transition from the Foundation to DUNA, coordinating with accounting, legal and tax advisors, reviewing proposals for legal and regulatory risk, and overseeing KYC and sanctions processes. While the Bylaws distinguish the Compliance Administrator and Reserve Compliance Administrator roles, we have operated as a unified, equal admin team in practice, sharing responsibilities to ensure continuity, coverage, and reliable support for the DAO.
I am a professional civil engineer by training, with experience leading cross-disciplinary teams on complex infrastructure projects. I have been an active Nouns community member for over four years and an early contributor to nounish sub-DAOs including Wizards DAO, Gnars, and Lil Nouns. I was a member of Nouncil from December 2022 up until I began my tenure as Compliance Admin in January 2025, have contributed to Builder DAO since June 2023, and was a contributor to The Noun Square from October 2022 through March 2024. I am also the founder of Kendama DAO, a community using kendama to proliferate Nouns and mindfulness through play.
This nomination proposal seeks to continue the work I have been performing during the DAO’s first year as a DUNA. Some of what we accomplished throughout 2025 includes:
- Coordinated legal, tax, and accounting advisors to ensure a smooth transition to DUNA
- Formed the DUNA’s core infrastructure, including EIN, Wyoming virtual office, treasury wallets, admin multisigs, bank account, etc
- Implemented KYC, tax documentation, and sanctions screening workflows for grantees and vendors, including W-9 and W-8 collection
- Established the 2026 DUNA Admin Election process
## Modifications
I am not proposing any modifications to the existing scope of the role at this time. Any future modifications would be brought to the DAO via proposal.
## Closing Statement
I see the Compliance Administrator position as a service role - it exists to help the DAO function responsibly without shifting governance or creative control away from DAO members. My responsibility as admin is not to shape outcomes, but to ensure that whatever outcomes the DAO chooses can be executed cleanly, transparently, and in alignment with applicable regulations.
I’m grateful for the trust the DAO placed in both Index and me during a complex and foundational year as it transitioned to DUNA. I am greatly appreciative of the opportunity and would be honored to continue serving the DAO in this capacity.
***Note:** Only one Compliance Administrator proposal passed in the initial election, leaving the DAO short of a Reserve Compliance Administrator. While my prior proposal received the second-highest number of FOR votes, it did not reach quorum, so I’m resubmitting to ensure the DAO fills both admin positions during the upcoming term. This version reflects a reduced compensation ask, with no changes to scope or authority from the previous proposal.*
---
# 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' 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 term for this role as Compliance Administrator under this proposal is 1 year from the beginning of the compensation stream. The DAO may adjust this term via proposal to remove/replace me as Compliance Administrator. 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
The proposed compensation for Satori's role as Compliance Administrator will be 72,000 USDC paid via stream (6,000.00 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 this proposal, the DUNA will enter into an Administrator Agreement with Satori that sets forth the proposed compensation and other terms and conditions of their role as Compliance Administrator.
---
### Transactions
- Stream 72,000 USDC to safe.0xsatori.eth from 2/1/2026 through 1/31/2027
clears the debt and leaves a buffer for future proposers. would be nice if there were a more convenient and fully onchain solution but this gets the job done and gives us time to figure out something better moving forward ⌐◨-◨
@0x327B...cd13
I will reach out to you in Discord. We've had several conversations in the Lils server about how to do this without using a multisig/middleman but could not come to the conclusion that it was doable in a single proposal. It would be nice if you would join those conversations as well.
The reason for converting extra is to ensure that this issue does not arise again next time a proposal requests USDC. We can say people "shouldn't" request USDC all we want, but unless we put clear warnings or prevent them from selecting it, it will definitely happen again.
As Mike mentioned, prop 355 has already been executed so the payer contract is $6700 in debt (~2.2 stETH). This prop would clear that debt and leave $23k (7.8 stETH) in the payer contract for future proposals. This represents around 2.5% of our stETH balance, which is a small sum and a reasonable amount to avoid having to deal with this headache in the future in my opinion. The yield we would miss out on is negligible, and this may actually protect us from the downside should ETH price continue to drop.
> @0xFC53...6183
>
> Well, you can just use the Uniswap router to swap stETH to ETH directly. No middlemen, no drama. Since the pair is basically 1:1, market swings are not really a factor here. Just swap the exact amount you actually need for USDT. Turning 10 stETH into USDT is way too much and honestly makes little sense.
>
> >
> >
> > What do you suggest? - We need to finish paying prop 335 which has been partially funded.. So we wouldn't want them to re-propose for steth, and then one day have the payer auto send funds if usdc is ever added. eh?
> >
> > You saying we should only send the amount needed to complete the payment for 335?
> >
> > warnings also aren't showing up on .wtf or .camp for proposers .. would be nice to have that or at least have a warning to check the treasury before proposing.
> >
> > +1
> >
> > > I’m against it for a couple of reasons.
> > >
> > > First, there are already multiple ways to do this fully onchain without dragging in middlemen.
> > >
> > > Second, the moment ETH hits the token contract, the bot auto-converts it to USDT. Turning ~10 stETH (which is literally paying us yield) into USDT at current market prices doesn’t strike me as a particularly wise move. Feels like volunteering to give up yield for the comfort of a stablecoin and a shrug.
>
>
>
Just to clarify, the election framework does not treat “Admin” and “Reserve Admin” as separate positions. The two candidates receiving the highest number of 'For' votes will be appointed, regardless of whether “Reserve” is specified. As we’ve shared over the past several months, the roles are functionally equivalent and have been carried out collaboratively. If the newly appointed admins choose to operate differently, that is up to them.
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.
# Appoint Satori as DUNA Compliance Administrator
## TL;DR
Appoint Satori as a DUNA Compliance Administrator (or Reserve). This proposal lays out relevant legal guidance, admin responsibilities, and related information for the upcoming DUNA admin term.
The Compliance Administrators’ duties, responsibilities and authorization to act on behalf of the DAO are enumerated in the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). This proposal contains certain modifications of those duties, responsibilities, and authorization to act on behalf of the DAO that are effective only as to my initial term as a Compliance Administrator. (If another Compliance Administrator is elected, her duties, responsibilities and authorization to act on behalf of the DAO will be determined by the Bylaws, or a DAO proposal that modifies them.) These modifications are in accordance with Section 2.2 of the Bylaws, which states that the DAO may authorize a Compliance Administrator to exercise rights, powers, and privileges set forth in an approved DAO proposal.
---
## Introduction
Hey! I'm Satori, a long-time contributor within the Nouniverse and one of the current DUNA Compliance Administrators. I’m applying to continue in the role of Compliance Administrator (or Reserve).
Over the past year, I have been directly responsible for helping stand up and operate Nouns DAO under its new Wyoming DUNA structure, including navigating the transition from the Foundation to DUNA, coordinating with accounting, legal and tax advisors, reviewing proposals for legal and regulatory risk, and overseeing KYC and sanctions processes. While the Bylaws distinguish the Compliance Administrator and Reserve Compliance Administrator roles, we have operated as a unified, equal admin team in practice, sharing responsibilities to ensure continuity, coverage, and reliable support for the DAO.
I am a professional civil engineer by training, with experience leading cross-disciplinary teams on complex infrastructure projects. I have been an active Nouns community member for over four years and an early contributor to nounish sub-DAOs including Wizards DAO, Gnars, and Lil Nouns. I was a member of Nouncil from December 2022 up until I began my tenure as Compliance Admin in January 2025, have contributed to Builder DAO since June 2023, and was a contributor to The Noun Square from October 2022 through March 2024. I am also the founder of Kendama DAO, a community using kendama to proliferate Nouns and mindfulness through play.
This nomination proposal seeks to continue the work I have been performing during the DAO’s first year as a DUNA. Some of what we accomplished throughout 2025 includes:
- Coordinated legal, tax, and accounting advisors to ensure a smooth transition to DUNA
- Formed the DUNA’s core infrastructure, including EIN, Wyoming virtual office, treasury wallets, admin multisigs, bank account, etc
- Implemented KYC, tax documentation, and sanctions screening workflows for grantees and vendors, including W-9 and W-8 collection
- Established the 2026 DUNA Admin Election process
## Modifications
I am not proposing any modifications to the existing scope of the role at this time. Any future modifications would be brought to the DAO via proposal.
## Eligibility
This proposal is in accordance with the 2026 DUNA Admin Election process ratified by [the Election Process proposal](https://www.nouns.camp/proposals/905), and meets the following criteria:
- Candidate proposals must be submitted onchain during the designated submission window.
- 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
I see the Compliance Administrator position as a service role - it exists to help the DAO function responsibly without shifting governance or creative control away from DAO members. My responsibility as admin is not to shape outcomes, but to ensure that whatever outcomes the DAO chooses can be executed cleanly, transparently, and in alignment with applicable regulations.
I’m grateful for the trust the DAO placed in both Index and me during a complex and foundational year as it transitioned to DUNA. I am greatly appreciative of the opportunity and would be honored to continue serving the DAO in this capacity.
---
# 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' 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 term for this role as Compliance Administrator under this proposal is 1 year from the beginning of the compensation stream. The DAO may adjust this term via proposal to remove/replace me as Compliance Administrator. 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
The proposed compensation for Satori's role as Compliance Administrator will be 72,000 USDC paid via stream (6,000.00 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 this proposal, the DUNA will enter into an Administrator Agreement with Satori that sets forth the proposed compensation and other terms and conditions of their role as Compliance Administrator.
---
### Transactions
- Stream 72,000 USDC to safe.0xsatori.eth from 2/1/2026 through 1/31/2027
# Appoint Satori as DUNA Compliance Administrator
## TL;DR
Appoint Satori as a DUNA Compliance Administrator. This proposal lays out relevant legal guidance, admin responsibilities, and related information for the upcoming DUNA admin term.
The Compliance Administrators’ duties, responsibilities and authorization to act on behalf of the DAO are enumerated in the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). This proposal contains certain modifications of those duties, responsibilities, and authorization to act on behalf of the DAO that are effective only as to my initial term as a Compliance Administrator. (If another Compliance Administrator is elected, her duties, responsibilities and authorization to act on behalf of the DAO will be determined by the Bylaws, or a DAO proposal that modifies them.) These modifications are in accordance with Section 2.2 of the Bylaws, which states that the DAO may authorize a Compliance Administrator to exercise rights, powers, and privileges set forth in an approved DAO proposal.
---
## Introduction
Hey! I'm Satori, a long-time contributor within the Nouniverse and one of the current DUNA Compliance Administrators. Over the past year, I have been directly responsible for helping stand up and operate Nouns DAO under its new Wyoming DUNA structure, including navigating the transition from the Foundation to DUNA, coordinating with accounting, legal and tax advisors, reviewing proposals for legal and regulatory risk, and overseeing KYC and sanctions processes.
I am a professional civil engineer by training, with experience leading cross-disciplinary teams on complex infrastructure projects. I have been an active Nouns community member for over four years and an early contributor to nounish sub-DAOs including Wizards DAO, Gnars, and Lil Nouns. I was a member of Nouncil from December 2022 up until I began my tenure as Compliance Admin in January 2025, have contributed to Builder DAO since June 2023, and was a contributor to The Noun Square from October 2022 through March 2024. I am also the founder of Kendama DAO, a community using kendama to proliferate Nouns and mindfulness through play.
This nomination proposal seeks to continue the work I have been performing during the DAO’s first year as a DUNA. Some of what we accomplished throughout 2025 includes:
- Coordinated legal, tax, and accounting advisors to ensure a smooth transition to DUNA
- Formed the DUNA’s core infrastructure, including EIN, Wyoming virtual office, treasury wallets, admin multisigs, bank account, etc
- Implemented KYC, tax documentation, and sanctions screening workflows for grantees and vendors, including W-9 and W-8 collection
- Established the 2026 DUNA Admin Election process
## Modifications
I am not proposing any modifications to the existing scope of the role at this time. Any future modifications would be brought to the DAO via proposal.
## Eligibility
This proposal is in accordance with the 2026 DUNA Admin Election process ratified by [the Election Process proposal](https://www.nouns.camp/proposals/905), and meets the following criteria:
- Candidate proposals must be submitted onchain during the designated submission window.
- 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
I see the Compliance Administrator position as a service role - it exists to help the DAO function responsibly without shifting governance or creative control away from DAO members. My responsibility as admin is not to shape outcomes, but to ensure that whatever outcomes the DAO chooses can be executed cleanly, transparently, and in alignment with applicable regulations.
I’m grateful for the trust the DAO placed in both Index and me during a complex and foundational year as it transitioned to DUNA. I am greatly appreciative of the opportunity and would be honored to continue serving the DAO in this capacity.
---
# 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' 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 term for this role as Compliance Administrator under this proposal is 1 year from the beginning of the compensation stream. The DAO may adjust this term via proposal to remove/replace me as Compliance Administrator. 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
The proposed compensation for Satori's role as Compliance Administrator will be 72,000 USDC paid via stream (6,000.00 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 this proposal, the DUNA will enter into an Administrator Agreement with Satori that sets forth the proposed compensation and other terms and conditions of their role as Compliance Administrator.
---
### Transactions
- Stream 72,000 USDC to safe.0xsatori.eth from 2/1/2026 through 1/31/2027
while I'm inclined to agree with pipe here and vote against, my gut says it's worth a shot. good luck ⌐◨-◨
+1
> not convinced that this will be useful information nor get views / convert to auction mints.
>
> "Lil Nouns is often misundestood or seen as "old". This series repositions Lil Nousn..." - what does this mean? Should also spell check your props
>
> Side note: Last time I checked our VRGDA auction was minting the wrong Lil Nouns, so until onchain confirmation that our site actually works I don't feel comfortable spending more money to send people to lilnouns.wtf so they can get rugged for $100 and not get the NFT they wanted, as this would be the worst possible first impression and ux (i know as it just happened to me whilst testing our site).
>
> Hope you make some videos anyway and I am happy to be proven wrong
The candidate proposal and nomination window has begun. Proposals for nominees taking part in the 2026 DUNA admin election must be submitted onchain no later than 1/18/26.
appoint-[insert-name]-as-duna-compliance-administrator
This candidate can be used as a template for submitting yourself as a nominee for the 2026 DUNA admin election. Proposals must be submitted onchain no later than 1/18/26. Please refer to Proposal 905 for more details.
# Appoint [insert name] as DUNA Compliance Administrator
## TL;DR
Appoint [insert name] as a DUNA Compliance Administrator. This proposal lays out relevant legal guidance, admin responsibilities, and related information for the upcoming DUNA admin term.
The Compliance Administrators’ duties, responsibilities and authorization to act on behalf of the DAO are enumerated in the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). This proposal contains certain modifications of those duties, responsibilities, and authorization to act on behalf of the DAO that are effective only as to my initial term as a Compliance Administrator. (If another Compliance Administrator is elected, her duties, responsibilities and authorization to act on behalf of the DAO will be determined by the Bylaws, or a DAO proposal that modifies them.) These modifications are in accordance with Section 2.2 of the Bylaws, which states that the DAO may authorize a Compliance Administrator to exercise rights, powers, and privileges set forth in an approved DAO proposal.
---
## Introduction
[insert personalized introduction and/or opening statement]
## Modifications
[if desired, include modifications to the duties outlined below]
## Eligibility
This proposal is in accordance with the 2026 DUNA Admin Election process ratified by [the Election Process proposal](https://www.nouns.camp/proposals/905), and meets the following criteria:
- Candidate proposals must be submitted onchain during the designated submission window.
- 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
[insert personalized closing statement]
---
# 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' 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 term for this role as Compliance Administrator under this proposal is 1 year from the beginning of the compensation stream. The DAO may adjust this term via proposal to remove/replace me as 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
The proposed compensation for [insert name]'s role as Compliance Administrator will be x USDC paid via stream (x 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 this proposal, the DUNA will enter into an Administrator Agreement with [insert name] that sets forth the proposed compensation and other terms and conditions of their role as Compliance Administrator.
---
### Transactions
- Stream x USDC to [insert wallet address] from 2/1/2026 through 1/31/2027appoint-[insert-name]-as-duna-compliance-administrator
⌐◨-◨
+1
> this is a fire lil nouns mural, our logo is here, links to our website, great place to celebrate lil noc - deserves retro funding for empahsizing lil noc
@otterfodder
Regarding elections - I agree that running a full election every year isn’t ideal. It’s a neutral operational role meant to execute the will of the DAO, not a governing or political office as Peter pointed out. That said, removing the election entirely would create more friction than it avoids, especially at this time. People have made it very clear that they want an election this year, and giving the DAO an explicit choice matters for legitimacy, particularly after the way last year’s transition played out.
As for the role itself - while we rely on our advisors for the heavy lifting, the admin role still involves constant judgment calls across legal, tax, accounting, and operational issues. Those decisions directly affect cost and risk for the entire DAO. I can understand why some might think the role could be handled by a single admin with a part-time backup. In practice though, the scope of work, constant inflow of requests from DAO members, lack of real downtime, and the level of public scrutiny that comes with the position make that structure less fitting in my opinion.
# 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
- **1/3/25: 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.
- **1/10/26: Voting on the ratification proposal concludes** If passed, the election process officially begins.
- **1/11–1/18: 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.
- **1/19–1/25: Voting Period** No new submissions qualify after 1/18.
- 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.
- **1/26/26: 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 to submit stream cancellation proposals as soon as possible.
- **1/26–1/31: 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
- Candidate proposals must be submitted onchain during the designated submission window of 1/11-1/18/26.
- 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.
## Appointment Terms
Pursuant to the Bylaws adopted in [Proposal 727](https://nouns.wtf/vote/727) and the [Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf), the following conditions and expectations apply to the elected DUNA administrators:
- Elected administrators must successfully complete required compliance onboarding prior to assuming duties, including identity verification, tax documentation, and sanctions screening, in accordance with applicable law and the DAO’s established compliance processes.
- Prior to appointment, elected administrators will be required to execute an independent contractor agreement setting forth compensation, scope of work, confidentiality, indemnification, and other standard legal provisions.
- Administrators serve at the authorization of the DAO and may be removed, replaced, or have their authority limited at any time via DAO proposal, including in cases of cause, incapacity, or voluntary resignation.
- In the event of resignation, removal, or inability to continue duties mid-term, the DAO may appoint an interim or replacement administrator via proposal, using this election framework or an expedited process as determined by the DAO.
- Outgoing administrators are expected to support an orderly transition, including the handoff of access, documentation, and active workflows, to minimize operational disruption where reasonably possible.
## Tie Resolution
To ensure a clear and fair outcome, ties between candidates will be resolved through a defined onchain runoff process designed to give the DAO a final, unambiguous decision.
- If two or more candidates are tied based on the number of “For” votes at the conclusion of the initial voting period, a runoff election will be initiated.
- The runoff election will be limited solely to the tied candidates.
- The runoff will be conducted via a new onchain proposal for each nominee and will follow the same voting rules, eligibility requirements, and restrictions outlined in this election framework.
- The candidate who receives the highest number of “For” votes in the runoff election will be appointed to the Compliance Administrator role.
---
## 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.Added a section on tie resolution
# 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
- **1/3/25: 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.
- **1/10/26: Voting on the ratification proposal concludes** If passed, the election process officially begins.
- **1/11–1/18: 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.
- **1/19–1/25: Voting Period** No new submissions qualify after 1/18.
- 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.
- **1/26/26: 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 to submit stream cancellation proposals as soon as possible.
- **1/26–1/31: 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
- Candidate proposals must be submitted onchain during the designated submission window of 1/11-1/18/26.
- 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.
## Appointment Terms
Pursuant to the Bylaws adopted in [Proposal 727](https://nouns.wtf/vote/727) and the [Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf), the following conditions and expectations apply to the elected DUNA administrators:
- Elected administrators must successfully complete required compliance onboarding prior to assuming duties, including identity verification, tax documentation, and sanctions screening, in accordance with applicable law and the DAO’s established compliance processes.
- Prior to appointment, elected administrators will be required to execute an independent contractor agreement setting forth compensation, scope of work, confidentiality, indemnification, and other standard legal provisions.
- Administrators serve at the authorization of the DAO and may be removed, replaced, or have their authority limited at any time via DAO proposal, including in cases of cause, incapacity, or voluntary resignation.
- In the event of resignation, removal, or inability to continue duties mid-term, the DAO may appoint an interim or replacement administrator via proposal, using this election framework or an expedited process as determined by the DAO.
- Outgoing administrators are expected to support an orderly transition, including the handoff of access, documentation, and active workflows, to minimize operational disruption where reasonably possible.
---
## 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.Revised the 'Appointment Terms' section
As mentioned previously - this is the corrected final iteration of the onchain election process which includes the removal of several requirements originally proposed, including the following:
- Removed the requirement to comment on this proposal with the nomination statement.
- Removed the sponsorship requirement for nominee proposals. Anyone can submit and sponsor their own proposal during the nomination window.
- Removed the exception for current admins to submit their proposals a day early.
- Updated link to the candidate template on HackMD to make the raw markdown format accessible (https://hackmd.io/@0xsatori/admin-template/edit)
# 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
- **1/3/25: 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.
- **1/10/26: Voting on the ratification proposal concludes** If passed, the election process officially begins.
- **1/11–1/18: 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.
- **1/19–1/25: Voting Period** No new submissions qualify after 1/18.
- 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.
- **1/26/26: 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 to submit stream cancellation proposals as soon as possible.
- **1/26–1/31: 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 1/11-1/18/26.
- 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.
Apparently, the final draft did not make it to the proposal stage. The update draft linked below was intended to be the final version of this proposal.
https://www.nouns.camp/candidates/ratify-an-onchain-2026-duna-admin-election-process-update-cf2f348c58003da37f2cc3b7bd8e99fc2ec0b49a
The changes removed some of the requirements for nominees, making the process even more open/accessible, and included the following:
- Removed the requirement to comment on this proposal with the nomination statement.
- Removed the sponsorship requirement for nominee proposals. Anyone can submit and sponsor their own proposal during the nomination window.
- Removed the exception for current admins to submit their proposals a day early.
- Updated link to the candidate template on HackMD to make the raw markdown format accessible (https://hackmd.io/@0xsatori/admin-template/edit)
ratify-an-onchain-2026-duna-admin-election-process-update
- Removed the requirement to comment on this proposal with the nomination statement.
- Removed the sponsorship requirement for nominee proposals. Anyone can submit and sponsor their own proposal during the nomination window.
- Removed the exception for current admins to submit their proposals a day early.
- Updated link to the candidate template on HackMD to make the raw markdown format accessible.
While I think Rounds on nouns.gg are a great tool and useful for certain contexts, I don’t think it is appropriate for this process. It is an offchain platform which lacks a permanent and verifiable record, has had issues with voting weight accuracy, and requires trust in a third-party platform with full administrative control. Votes are anonymous and not directly verifiable against onchain delegates. The nouns.gg admins have repeatedly had to step in and fix voting issues, and have stated that they can manually add votes at their discretion when requested by groups such as Lils. Since we have the ability to run a fully onchain, permissionless, and transparent election within our existing governance framework, it makes sense to do that rather than introducing additional trust and risk to the process.
@0x073f...2e63
Thanks for reiterating your concerns onchain. We talked through this in discord, but I’ll restate the thinking here for visibility and to leave an onchain record.
- Sponsorship requirement - There are plenty of people who will be willing to sponsor candidates, and there is nothing preventing nominees from sponsoring each other. Maximizing the number of nominees isn’t necessarily a benefit if it results in proposals with no realistic chance of passing. Requiring minimal backing helps the DAO focus attention on candidates with genuine support from the beginning. If this is a concern for the DAO as a whole the requirement can be removed, but nobody else raised an issue about this in our discussions.
- Voting and abstention expectations - It’s a pretty clear conflict of interest to have nominees voting for their own proposals and against others, campaigning against other nominees, and trying to influence and game vote outcomes via meta-governance. This should be an easy caveat to agree to for members who are taking their nominations seriously. If you want a truly fair election, all nominees should behave the same way the current admins will (and are required to per the ByLaws) and abstain from voting on nomination proposals or influencing outcomes via meta-governance.
- Stream cancellation - It is enforceable as you outlined and as we described in the proposal, via onchain proposals. The streams for the proposals will not start for ~10 days after voting concludes. Passed proposals which do not have the top 2 number of “For” votes are expected to cancel their streams. It would be a pretty bad look for nominees to not respect the process if it is ratified by the DAO. There will be no extra accounting or KYC work required, as there is plenty of time to ensure streams are canceled even if the nominee refuses, and prevent funds from being distributed.
>
>
> Multiple items on this proposal I disagree with including:
>
> - Candidates having to secure sponsorship from another Nouns holder..... this is going to drastically limit the amount of submissions we can have as Nouns holders can only sponsor one proposal at a time, unless they break up the Nouns in their wallet or split delegations to various different wallets which is a big inconvenience and headache right off the bat. We should want as many submissions as possible, not forcefully restricting the number of applicants based on available sponsorship opportunities.
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> - Restricting voting: Nouns has been around for 4+ years and people are allowed to use their Nouns however they see fit... not sure why we believe now is a good time to restrict how people use their Nouns. If they want to vote for or against any onchain proposal they are allowed to do so.... also restricting how people vote in meta-governance is also over reaching. Whoever wins should win because the majority of the community believes they are the best for the position, not because they slide through because no one could vote against them.
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> - Requiring proposers to cancel their stream if they also 'win' ... this is not enforceable by the DAO so say 6 proposals pass that will be 6 streams that start which also have to be KYC'd for ahead of time, with no enforceable action to cancel the stream without an onchain proposal.... see what a mess that creates for no reason? Thats also not including the extra accounting work it creates again for no reason.
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> Overall this method does not allow for a fair and free election and I hope the rest of the community agrees.
>