0x10dec36b…74ccsent to0xf790a5f5…1365·#23,976,598·view on Etherscan
# Extend DUNA Administrators for 4 Months
## TL;DR
Renew the terms of **Index (Compliance Administrator)** and **Satori (Reserve Compliance Administrator)** for a 4-month extension. This short extension is to adjust administrator terms to be better aligned with tax filing deadlines and allow the DAO more time to reach consensus on how to handle elections.
Nouns has fully transitioned to a Wyoming Decentralized Unincorporated Nonprofit Association (DUNA), and the continuation of administrator support is required to maintain legal compliance, operational continuity, tax readiness, and oversight of grant-related activities. This proposal restates administrator responsibilities, outlines current workload expectations, and reauthorizes the previously granted powers, duties, and compensation streams.
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 extension proposal reaffirms those responsibilities and maintains the same modifications originally granted through our initial terms. (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.
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## Introduction
Over the first year of the DUNA, we have developed strong synergy working together in handling Nouns’ compliance obligations. While the Bylaws distinguish the Compliance Administrator and Reserve Compliance Administrator roles, in practice we have handled the work side-by-side, ensuring full coverage, knowledge continuity, and responsiveness to the DAO.
Maintaining the current administrators provides continuity during an important phase of ongoing compliance and structural work. A change in administrators will require elections, onboarding, and a transition period, which would add time and overhead while these processes are still being finalized.
We are requesting a 4-month extension to keep that continuity in place through the DAO's first tax filing and give the DAO a stable path forward.
We will be submitting a candidate with a proposed process for elections with a distinct timeline beginning in April after the tax filing deadline. This timeline ensures that Admins are able to remain focused on tax filings through the deadline without distractions, and can then shift focus to elections and potential onboarding/transition to new admins as needed.
## Moving Forward
The first year of DUNA operations has been a transition period, moving from the Foundation-led era into a fully decentralized administrative structure managed directly by DAO-elected participants. Throughout this process, we have worked to establish clear documentation and introduce repeatable compliance and reporting practices that did not previously exist within the DAO.
With these foundations in place, we have begun upgrading our professional partners to better align with the DAO’s needs. Our new tax advisors are actively supporting structure review and long-term strategy recommendations that will be presented to the DAO. We have been evaluating more crypto-native advisory options that offer stronger reporting tools and more cost-effective support. As we reach the end of our current contracts, we will weigh our options and determine whether changes in service providers would improve transparency, alignment with onchain operations, or overall cost efficiency.
As the DUNA moves into its second year, we expect continued efficiencies in both process and workload. Assuming progress continues as anticipated, our goal is to present an operational budget that reflects these efficiencies and aligns costs accordingly.
A continuation of the current admin team supports a smooth completion of these improvements and shifts the DAO from its initial setup phase into a more stable, streamlined operational model that is easier for Nouns to sustain long term.
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## DUNA Context
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 unincorporated 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.
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## Administrator Duties
The Administrator shall fulfill certain administrative or operational tasks required by the DAO by exercising only the powers, rights, and privileges as specifically enumerated via proposals passed by Nouns DAO, including this proposal and the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). The Reserve Administrator acts as an alternate to the Compliance Administrator, ensuring consistent fulfillment of compliance duties and providing advisory support as needed.
Per Nouns DAO [Proposal 662](https://nouns.wtf/vote/662), Administrators "will be responsible for making sure taxes are filed, overseeing KYC of grants, and making sure vetoers are aware of potentially problematic proposals" as main priorities. In accordance with this, the Compliance Administrator's duties shall include:
1. Reviewing each DAO proposal for compliance with applicable laws and regulations and the DAO's governing principles. Compliance includes:
a) Tax compliance and confirming receipt of W9 or W8 tax information for grant recipients prior to disbursement of funds.
b) OFAC/Sanctions compliance by confirming there is an operational wallet check process.
c) Compliance with applicable laws and regulations (e.g. ensuring no illegal activity is included in a proposal).
The Compliance Administrator shall signal the state of compliance for each proposal using available DAO tools/clients. If the Compliance Administrator deems that a veto should be used on a proposal due to non-compliance or other existential risk to the DAO, they will inform the Veto Administrators promptly for their review. This is a recommendation only and shall not bind the Veto Administrators in any way.
Additionally, the Compliance Administrator shall have the authority to take all necessary action to ensure compliance with such applicable laws or regulations, including but not limited to notifying the DAO of regulatory or legal risks, notifying the Veto Administrator(s), or engaging outside legal counsel and advisors.
2. The Compliance Administrator may coordinate the contracting of a Registered Agent as allows by the **[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**, 17-32-110 "Appointment of agent to receive service of process", and serve as the contact for said agent.
3. The Compliance Administrator shall be responsible for contracting legal and tax professionals, ensuring that taxes are filed, and serving as the DAO's contact with said professionals and related contractors.
4. The Compliance Administrator shall be responsible for the legal enactment of any proposals passed by the DAO such as the execution of contracts or agreements, the opening of bank accounts, or the facilitation of payments of DAO debts or liabilities.
5. The Compliance Administrator shall be responsible for communicating relevant DUNA information to DAO members and facilitating requests for information. Whenever possible under law, information will be made publicly available, preferably onchain.
## Administrators' Participation in DAO Activities
During the Administrator's term, to ensure clarity, the Administrator will refrain from voting with their own Nouns and will use a separate administrator wallet to signal whether a proposal is in compliance. They will not vote FOR or AGAINST any proposal, but will communicate on-chain in regards to compliance. They will retain all other rights as a member of the DAO.
Additionally, the Compliance Administrators will avoid voting on Nouns DAO proposals in any subdaos or meta-governance during their term.
The Compliance Administrators may however submit any proposals needed to further the authorized activities noted in this proposal or as needed.
## Opening of Bank Accounts for Fiat Payment Processing
In order to facilitate payments that can not be made directly in crypto via proposal, the Compliance Administrator will be authorized by this proposal to open a bank account for this purpose. The Compliance Administrator may only pay any specific DAO service providers or bills if authorized to do so via a DAO proposal.
## Indemnification
The DAO shall indemnify and hold harmless, to the fullest extent permitted by applicable law, the Compliance Administrator for any debt, obligation or other liability incurred in the course of activities on behalf of the DAO. Note any limitations that may be found in the **[Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf)**.
## Term
The intended term for our roles as Compliance Administrators under this proposal is 4 months from the end of our current contracts on January 28 & 29, 2026. The DAO may adjust this term via proposal to remove/replace us 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 Index's role as Compliance Administrator will be $8,333.25 USDC per month paid via stream. This stream will be cancellable upon the passage of a proposal to remove and/or replace the Compliance Administrator.
The proposed compensation for Satori's role as Reserve Compliance Administrator will be $8,333.25 USDC per month paid via stream. This stream will be cancellable upon the passage of a proposal to remove and/or replace the Reserve 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 Administrator Agreements with Index and Satori that set forth the proposed compensation and other terms and conditions of their roles as Compliance Administrators.
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## Closing Statement
The first year of the DUNA has laid the foundation for compliant, transparent, and durable onchain governance. Renewing the Administrator roles ensures continuity, protects the DAO from avoidable legal and tax risk, and maintains the operational clarity members have repeatedly requested.
Nouns is pioneering a new model of decentralized legal presence. Stable and accountable stewardship of the DUNA is essential. We appreciate the trust the DAO has placed in us and look forward to continuing to support Nouns.
### Transactions
- Stream 33,333 USDC to indexcard.eth (0x10dec36b4ac9d3b60490dfe2799881287d4a74cc)
- Stream 33,333 USDC to safe.0xsatori.eth (0x3A5aDBda1b45FbB0D870b879C50C15FcCFa2dB2B)
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