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Memo 0xaac7cd20…4da5f1 on Ethereum

nouns-foundation-incTL;DR: TL;DR: The Nouns Foundation is a 501(c)(3) built to carry Nouns' values. It's independent by law, the DAO keeps a real advisory voice, grant dollars go to the mission, and the whole thing is public. Details below: Why is the Foundation a separate entity instead of just part of the DAO? Because it's a 501(c)(3), and that status only holds if the entity is genuinely independent. If the DAO could elect the board or direct grants, the IRS treats the Foundation as an arm of the DAO and the exemption is gone. That defeats the entire point of standing up a charity. The independence is the point: it's what makes the charity real, and what keeps any one person from capturing it So does the DAO have any say? Yes, a real one. The DAO passes recommendations the board is bound to consider, and the director nomination process is public and takes community input. What it can't do is force a specific grant or hand-pick directors, because the Directors owe fiduciary duties to the mission, not to any outside body. A board that's a rubber stamp for an outside body isn't legally a charity. What's the MOU, and does it give either side control over the other? The MOU is non-binding. It sets out how the two coordinate on recommendations and director nominations. It hands neither side control over the other Where does the money go? Grant dollars go to grassroots, community, and public-goods work across four areas: civic tech, open science, arts, and community welfare. The advisors on the proposal are advisors, not grantees. Is anyone getting paid? Grants fund the mission. Compensation pays the people who run it. Like any nonprofit, the Foundation pays reasonable comp for real work, set by the independent directors against market comparables, capped by federal law (§4958), and reported on a public 990. How do we hold it accountable? Everything's in the open. Bylaws, COI policy, grantmaking policy, the nomination process, all public in the repo and built to be picked apart exactly like this.