0xc6a39e2f…96e4sent to0xf790a5f5…1365·#25,438,620·view on Etherscan
# Nouns Is Dead
*Long live Nouns.*
This proposal is brought forth after many conversations, after four-plus years of operating the most-studied experiment in on-chain governance, and after reflecting honestly on the state of DAOs today. It does not propose another reform. Every reform proposal Nouns has entertained — new working-group structures, council layers, treasury committees, fork replacements, the DUNA itself — has tried to fix the DAO from inside the gap between what Nouns was meant to do and what it actually does day to day. This proposal argues that the gap is not a bug to be patched but the signal to be acted on. [Nouns is dead](https://www.bankless.com/read/nouns-is-dead-long-live-nouns); the most honest, value-creating, and Nounish thing the DAO can do is wrap it up gracefully, return the treasury to the people who own it, and let the art live forever.
To be clear about what survives and what ends: **the protocol does not need us.** The artwork is CC0 and stored fully on-chain. Every Noun that exists will continue to exist, render, and be freely usable by anyone, forever, with or without a DAO, a treasury, or a single contributor. What this proposal winds down is the *organization* — the DUNA, the treasury, the streams, the committees, the votes — not the idea, the art, or the 1,905 Nouns already minted. Nouns the cultural object is immortal precisely because it was designed to need no custodian. That is the achievement. This proposal asks us to recognize it.
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## What passing this proposal does
By passing this proposal, the DAO:
- **Amends the text of Article 3.1(b) of the DUNA Bylaws** to read: "If on the winding-up or dissolution of the DAO there remains surplus assets after the satisfaction of its debts and liabilities, such surplus assets shall, except to the extent any applicable federal or state law requires such assets to be distributed otherwise, be distributed to the Members of the DAO in proportion to their respective membership interests. For this purpose, a Member's membership interest shall be determined by the number of Nouns tokens beneficially held by such Member as of the Snapshot Block; and "Snapshot Block" means the block at which voting eligibility was fixed for the governance proposal authorizing such winding-up or dissolution (the proposal's creation / vote-snapshot block under the Nouns governance contracts). The winding-up or dissolution shall be deemed effective upon the on-chain execution of that proposal. Such distribution is made pursuant to, and to the fullest extent permitted by, W.S. 17-32-104(c)(iv) and W.S. 17-32-126(b), in accordance with the DAO's governing principles as set forth in these Bylaws."
- **Authorizes the DUNA Administrators to conduct the orderly wind-down of the DUNA**, including the satisfaction of outstanding debts and liabilities, the closing-out or assignment of active commitments, the engagement of counsel and tax advisors as needed, the execution of the pro-rata distribution described above, and the filing of any final tax and dissolution paperwork required under Wyoming law.
Everything below is the case for why.
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## The argument: a DAO that was never built to do what it ended up doing
Nouns DAO was designed to do one thing well: trustlessly auction one Noun per day, forever, route 100% of proceeds to a commonly-held treasury, and let Noun holders govern that treasury. The *auction* half of that design is genuinely credibly neutral — it runs on-chain, takes all comers, and cannot be stopped. But the design did not prevent capture of the *treasury*; it guaranteed it. By pairing an open, permissionless membership token with a large, liquid, commonly-held pile of capital and majority-rules voting, Nouns built a standing prize that anyone who can accumulate enough Nouns can direct. The predictable result is not neutrality. It is a cycle.
What Nouns became is something much larger, and not better: a standing grant-making organization, a brand-licensing shop, a marketing department, a venture allocator, and a perpetual operating company, all run through a binary, low-context, high-latency voting mechanism that is structurally *bad* at every one of those jobs. The same problems the broader DAO ecosystem has now openly acknowledged are acute here:
1. **Participation has thinned to a small, fatigued core.** Across the last hundred proposals (IDs 870–969), the average proposal that reached a vote drew roughly **240 votes — about 18% of the ~1,344 circulating Nouns.** More than five in six Nouns, by voting weight, simply don't show up to the typical decision. Quorum now sits around 124, and a large share of executed proposals pass with triple-digit For counts and *zero* Against — not because there's consensus worth celebrating, but because almost no one is scrutinizing. The cognitive load is high, the signal-to-noise ratio is low, and the engaged base keeps shrinking — and, as the next section describes, a meaningful part of that shrinkage is not fatigue at all but people being driven out.
2. **The DAO makes too many small decisions and too few big ones.** Look at what the last hundred proposals actually were. The executed set reads like the agenda of a perpetual events-and-marketing committee: *Taipei Toy Festival, Party Under the Sea, a public Nouns sculpture, a pumpkin patch, an end-of-year award show, an art residency, "⌐◨-◨ Takes Over Italy,"* plus a steady drip of retroactive rewards and gifted Nouns. Worthy or not, these are line-items a grants officer should size in an afternoon — instead each consumes a full tokenholder vote. Meanwhile the genuinely consequential actions of the year were two internal capital moves (staking 1,000 ETH to mETH in Prop 818; a 500-ETH "Treasury Management" reallocation in Prop 936) that token voting can rubber-stamp but cannot actually *strategize*. The DAO is simultaneously over-governed on the trivial and under-governed on the material.
3. **There is no functioning accountability layer between the treasury and the entities it funds.** When a funded project underdelivers, there is no clean mechanism to respond. Recognition and capital flow toward whoever is loudest, while quieter builders are overlooked. Every tension surfaces as a public political fight.
4. **The daily auction — the protocol's heartbeat — is currently stopped, and it stopped for a structural reason that has no good answer.** This is not a metaphor. As Prop 969 ("Resume the Proliferation") states plainly: "We've gone over two weeks without a single sale... the whole 'one Noun every day' thing is currently on pause." The on-chain record confirms it — Noun 1887 was the last real sale, at exactly 2.8 ETH, and **Nouns 1888 through 1905 — eighteen consecutive daily auctions — settled with zero bids,** with Noun 1906 stuck unsettled. Here is why, and it is the whole argument in miniature: Prop 955 set the auction reserve to the treasury's per-Noun **book value** (NAV minus staked yield, ~2.8 ETH), explicitly to stop "voter dilution" from "scalpers... who have cast zero votes" — buyers acquiring cheap new Nouns purely to flip. The moment the reserve was pegged to book value, *bidding stopped entirely,* because no rational buyer pays full book value for a governance share the market already discounts. The DAO is now trapped between two losing moves: drop the reserve back toward zero and resume minting Nouns below book value to non-voting flippers (Props 961, 969), or hold the line and let the auction stay frozen. There is no third option inside the current structure — which is exactly what a wind-down resolves.
The standard answer to problems 1–4 is to add a layer: a foundation, a council, an empowered board that absorbs operational decision-making and leaves token holders the protocol. That is a legitimate path, and other ecosystems are taking it. But it is worth being honest about what that path actually is: it is the construction of an *operating company* on top of the protocol, funded indefinitely by a treasury that exists only because of past auctions, run by people the community must then spend years building the machinery to hold accountable. It keeps the treadmill; it just hires a professional to run it.
There is a second answer, and it is the one this proposal makes: **the part of Nouns worth keeping does not need an operating company, and the part that needed one has already broken.** The art is public domain and stored on-chain; it survives any outcome here. The mission — proliferate Nouns into the culture under CC0 — has either succeeded (Nouns is one of the most recognizable open-source brands in crypto, reproduced endlessly without permission) or it has not, but either way its continuation no longer depends on a centralized treasury writing checks. What *did* depend on the machine — the perpetual daily auction, the supposedly self-sustaining heartbeat — has now seized up entirely (see below). The treasury is, at this point, a pool of capital attached to a halted engine, in search of a justification for continuing to exist as a pool of capital.
## The capture cycle, and why this proposal is the wind-down
The honest history of Nouns is not a story of credible neutrality holding the line. It is a story of **waves**: a faction or interest accumulates enough voting weight to direct the treasury; other holders grow frustrated as the DAO bends toward that interest; frustration crests into exit, extraction, or partial dissolution; the holder base reconstitutes; and the cycle begins again with a new set of hands reaching for the same pile of capital. Capture, frustration, dissolution, recapture — repeat. The four problems above are not malfunctions to be fixed. They are the *standing symptoms* of an open membership token bolted to a permanent treasury. Every governance season produces a new contest over who controls the prize, and every contest leaves a layer of exhausted, alienated holders behind.
The concentration is not abstract — it is measurable in the current delegate set. Setting aside the ~530 Nouns the treasury delegates to itself, active voting power totals about **1,360 votes, and it is heavily concentrated: the single largest delegate controls ~13% of it (177 votes — more than the entire ~124 quorum, alone), the top 3 control ~22%, the top 10 control ~41%, and just ~20 addresses control a majority.** Put that against the outcomes: most executed proposals in the last hundred passed by margins *smaller than that one largest delegate's weight*, and many passed with zero Against votes at all. Even the year's most contested vote — Prop 955, setting the auction reserve to 2.8 ETH — passed 333–280, a 53-vote margin that any one of several individual delegates could have flipped. This is what "decentralized" governance has actually compressed to: a few dozen large delegates, a thin and shrinking turnout, and a treasury whose direction turns on how a handful of them feel in any given week. That is the precondition for capture, and it is the standing state of the DAO today.
The 2023 forks were the most dramatic dissolution phase of that cycle to date. The fork mechanism — nominally minority protection against a 51% governance attack — was triggered three times. More than half of all Nouns left the original DAO. The fork treasury received roughly 16,750 ETH; within three days it fell to ~7,700 ETH as holders ragequit, each claiming ~35.5 ETH (about $58,000 at the time). Across the three forks the treasury was reduced to roughly **40% of its ~$50M peak.**
The forks revealed what the cycle is really about: for a large class of participants, a Noun is a claim on a calculable pile of ETH, and whenever a Noun could be acquired below its pro-rata share of that pile, the rational move was to buy, capture a share of the treasury, and extract the difference. The mechanism intended as ideological exit became a treasury-extraction tool — capture by arbitrage. The DAO's response was not to resolve the underlying dynamic but to *close the exit*: the fork was deprecated, found legally incompatible under the DUNA, and a proposed refund-mechanism replacement was **voted down.** As of 2026 there is no exit mechanism at all. The frustration the forks expressed did not go away; the valve was simply welded shut, which only guarantees the pressure surfaces again through governance capture instead.
And the market has kept score. By the DAO's own calculation in Prop 955, the treasury's primary staked assets total **~3,950 ETH** (62.99 ETH + 2,134 wstETH + 935 mETH + 163 rETH + 55 WETH), which against the **1,344 circulating Nouns** works out to a book value of **~2.88 ETH per Noun.** The DAO set the auction reserve to exactly that book value — and new Nouns stopped selling entirely. A new Noun cannot clear even *at* its own pro-rata claim on the treasury, let alone above it. That is the discount-to-net-asset-value stated as plainly as a market can state it: the membership share is worth *less than the assets backing it,* and both the auction and the secondary market agree. A persistent discount of price to NAV is the clearest signal a steward of capital can receive that the structure is destroying value relative to simply returning it — and it is precisely the dynamic that drove the 2023 forks, now visible again through the auction instead of through escrow.
The numbers understate how corrosive this has become, because they cannot capture the culture. The tone of Nouns governance has turned bitter and, at times, openly hostile. Sentiment is low, morale is lower, and the forums and calls that once felt like a shared project increasingly feel like a battlefield. Many long-time smaller holders now decline to engage at all with the newest cohort of large holders — and, in the experience of a great many contributors, those who *do* try to engage across that line, or who simply take an unpopular position, are met with pile-ons and personal attacks rather than argument. Some of the sharpest of that hostility has come from within organized blocs — Lil Nouners and Nouncil among them — and its effect has been an exodus of exactly the thoughtful, good-faith participants a healthy DAO most needs. This is the human mechanism behind the "small, fatigued core" above: it is not only that governance is tiring, it is that being here has become unpleasant, and enough capable people have concluded it is not worth the abuse. A DAO can, in principle, redesign a quorum or a reserve price; it cannot legislate its way back to trust once the culture has curdled this far. A community that has stopped extending one another good faith is not one that should keep managing a shared treasury together, and winding down is, among other things, a humane acknowledgment of that.
And as the reserve experiment froze the auction, the protocol began quietly **destroying its own supply.** Under the original 2021 Auction House, an auction that ends with no bids calls `nouns.burn(nounId)` — the Noun is gone forever. Through the no-bid stretch that is exactly what happened: new Nouns minted and immediately burned, day after day, because the reserve guaranteed no winner. The DAO's response captures the absurdity of the moment better than any argument could: it passed **Prop 968, a NounsAuctionHouseV4 contract upgrade** — a two-line change to `_settleAuction()` — for the sole purpose of routing no-bid Nouns to the treasury instead of burning them. A protocol that promised "one Noun every day, forever" had to ship a smart-contract upgrade to stop itself from deleting the Nouns nobody will buy. And the "fix" is its own indictment: with the auction still frozen, those daily Nouns now simply accrue *back into the treasury* rather than reaching the new members the auction was built to onboard — the protocol minting Nouns to itself. Meanwhile the DAO settles and gifts individual Nouns by full governance vote (Props 940, 950, 952) because the auction can no longer be relied on to place them. This is not a functioning perpetual machine that the community can simply walk away from and leave running. It is a machine that has already stopped, being kept on life support by emergency votes.
Every prior turn of this cycle ended in *recapture* — the treasury survived, smaller, and waited for the next faction. **This proposal is the wind-down: the turn that ends the cycle instead of resetting it.** Rather than weld the valve shut and wait for the next contest over the prize, it removes the prize. A treasury that has been distributed cannot be captured. There is nothing left to fight over, no standing pool to accumulate toward, no next wave. The cycle stops because its object is gone — returned, in full and pro rata, to the people who own it.
Winding down is the honest, orderly, universally-available version of what the forks did chaotically and selectively. It gives *every* holder — not just the ones who could assemble 20% of supply or time an arbitrage — their proportional share, at one snapshot, with debts paid and commitments honored first.
## Zooming out: the trajectory of DAOs, and what it means for Nouns
We are watching DAOs restructure in real time across the industry. Teams that launched governance around the same time as Nouns have variously folded the DAO back into a private company, collapsed the legal entity into a core team, or dramatically shrunk the surface area of what the DAO was thought to do. The honest read of this trend is narrow but important: the structures the industry stood up in 2021 were *experiments, not commitments*, and revisiting them in light of operating evidence is normal and healthy.
Most of those restructurings are venture-backed teams reclaiming control from DAO structures their capital model was never compatible with. **Nouns is not in that position, and those cases are not a playbook for us.** Nouns has no external investors to repay, no equity to reclaim, no Labs entity to fold into. That is exactly why Nouns can do the cleaner, rarer thing. Where venture-backed projects restructure to *concentrate* control, Nouns can wind down to *return* it — to the holders, in proportion to what they hold, with nothing skimmed and no successor entity required.
The Nouns-specific evidence is even sharper than the industry trend, because Nouns has lived the cycle openly, more than once.
## What survives, and why "long live Nouns" is not a slogan
The reason this is not a tragedy is the reason Nouns was special to begin with. The artwork is **CC0** — released to the public domain — and stored **fully on-chain**, rendered by an on-chain SVG generator with no server, no IPFS dependency, and no off-chain custodian. Dissolving the DUNA changes none of that:
- Every existing Noun continues to exist, render, and transfer on Ethereum, forever.
- The art remains free for anyone — including every contributor, sub-DAO, and builder in the ecosystem — to use, remix, and build on, exactly as they can today.
- The Nounder allocation (every 10th Noun for the first five years) was already scheduled to conclude around August 2026; the protocol's original issuance era ends near-naturally regardless.
- Sub-DAOs, prop-house descendants, Nouns Builder DAOs, and every CC0 derivative continue independently. They never depended on the mainnet treasury and they do not depend on it now.
Nouns proliferated by design so that it could never be killed by the failure, capture, or dissolution of any single entity — including its own DAO. That was the whole bet. This proposal is the moment that bet pays off: we prove that Nouns the cultural object outlives Nouns the organization, because we built it that way on purpose. The DAO is dead. Nouns lives.
## The mechanism: a bylaw amendment and an Administrator-led wind-down
Nouns is uniquely well-positioned to execute a clean dissolution because, since Proposal 727 (passed 300–0–3, executed January 30, 2025), it is a **Wyoming Decentralized Unincorporated Nonprofit Association** with a defined supremacy hierarchy (statute → smart-contract code → bylaws) and a set of Administrator roles (Compliance, Reserve, Veto) already empowered to take off-chain and legal-entity actions on the DAO's instruction. We are not inventing an executor; we already have one.
Two changes are required, and only two.
**First, the distribution rule.** Wyoming's DUNA Act expressly authorizes pro-rata distribution of assets to members on winding-up — this is not a loophole or an open question, it is what the statute provides. Section 17-32-104 prohibits ordinary distributions to members during the life of the association, but its subsection (c)(iv) carves out exactly this case: a DUNA may "make distributions of property to members upon winding up and termination... to the extent permitted by W.S. 17-32-126." Section 17-32-126(b)(i) then sets the winding-up waterfall: after discharging debts and liabilities, remaining property is distributed **(A)** as some *other* state law may require be sent to a similar-purpose nonprofit; **(B)** otherwise "in accordance with the nonprofit association's governing principles" (and only "in the absence of applicable governing principles" does it default to members pro rata); or **(C)** failing both, under unclaimed-property law. The operative lever is **(B): the statute defers to the DUNA's own governing principles.** The amendment to Article 3.1(b) supplies precisely that governing principle — directing surplus to the Members in proportion to their Nouns held at the governance snapshot block — so the statute honors it directly rather than falling back to any default. The carve-out "except to the extent any applicable federal or state law requires such assets to be distributed otherwise" simply tracks the narrow (A) override, keeping the bylaw valid against any residual that other law genuinely compels elsewhere. The Compliance and Veto Administrators, with Wyoming and tax counsel, should confirm the execution mechanics and the tax treatment, but the authority to distribute to members is squarely granted by the Act.
**Second, the authority to execute.** The proposal authorizes the Administrators to conduct the orderly wind-down: satisfy debts and liabilities, close out or assign active commitments, engage advisors, execute the distribution, and file final paperwork. This is squarely within the Administrator mandate the DAO already created in Prop 727; the wind-down does not require a new entity or new officers.
## Distribution mechanics
The intent is a single, legible, mechanical distribution, not a discretionary one:
- **Snapshot.** Membership interest is fixed at the proposal's vote-snapshot block under the Nouns governance contracts — the same block that already determines voting eligibility for this proposal. There is no separate registration step and no opportunity to game a later date.
- **Pro-rata by Noun.** Surplus is divided equally per externally-held Noun. Holders of multiple Nouns receive proportionally more; one Noun, one share — mirroring one Noun, one vote.
- **Debts and commitments first.** Distribution is of *surplus* — i.e., assets remaining after satisfaction of debts and liabilities. Outstanding obligations are settled or reserved against before anything is distributed (see "Honoring commitments" below).
- **Treasury-held Nouns.** The treasury itself currently holds roughly 530 Nouns (reacquired over the DAO's history). The Administrators, with counsel, should determine the cleanest treatment — most likely excluding treasury-held Nouns from the distribution so that surplus flows only to genuinely external members rather than circularly to the dissolving entity. This decision should be disclosed before execution.
- **Non-ETH assets.** Any non-ETH treasury holdings are liquidated to a common distributable asset, or distributed in kind where that is cleaner, at the Administrators' reasonable discretion and on disclosed terms.
To make the stakes concrete (illustratively, not as a guarantee): the DAO's own Prop 955 figures put primary staked assets at ~3,950 ETH and book value at ~2.88 ETH per Noun across 1,344 circulating Nouns — roughly $5,000 per Noun at recent ETH prices — before accounting for the separate USDC operational reserve and client-rewards/token-buyer balances, and net of debts, reserves, and the treatment of treasury-held Nouns. The exact figure depends on the treasury's value at execution and amounts reserved for outstanding commitments. The Administrators will publish the final methodology and per-Noun figure before the distribution executes.
## Honoring commitments and an orderly transition
Winding down honorably is the whole point; a wind-down that stiffs contributors or breaks live commitments would betray it. The transition plan, to be finalized by the Administrators with the affected parties:
- **Active payment streams and current-term grants are honored or fairly settled** through their natural conclusion or via a negotiated buy-out, reserved against before any surplus distribution.
- **In-flight programs** are either completed, assigned to an independent continuation outside the DUNA, or wound down on disclosed terms. No contributor mid-delivery is left without a defined outcome.
- **Builders and contributors retain everything that mattered** — the CC0 art, the brand they were never charged to use, the open-source contracts, and their own Nouns. The ecosystem's ability to keep building Nouns things does not depend on the treasury and is unaffected.
- **A defined wind-down window** with public reporting at each step: debts identified and settled, reserves set, treasury-held-Nouns treatment decided, methodology published, distribution executed, final tax and dissolution filings completed.
## The legal basis, stated plainly
The authority for distributing the treasury to Noun holders is not improvised. The Wyoming DUNA Act, as in force in 2025, expressly contemplates it: § 17-32-104(c)(iv) permits property distributions to members on winding-up "to the extent permitted by W.S. 17-32-126," and § 17-32-126(b)(i)(B) directs that winding-up distributions follow the association's own governing principles. The Article 3.1(b) amendment sets those governing principles to pro-rata member distribution; the statute does the rest. The "except to the extent any applicable federal or state law requires otherwise" carve-out maps to the single narrow override in § 126(b)(i)(A) and keeps the bylaw valid in all cases. This is a meaningfully stronger footing than a typical nonprofit dissolution, where assets are presumptively locked to a successor charity with no member recourse.
What remains for the wind-down is execution, not authorization: the Compliance and Veto Administrators, with engaged Wyoming and tax counsel, confirm the distribution mechanics, the treatment of treasury-held Nouns, and the tax characterization before funds move. The Veto Administrator retains its existing authority over proposals presenting "material legal or existential risk." Passing this proposal both grants the authority and instructs that execution work.
## What we are actually voting on
The DAO experiment of 2021 made a specific bet: that a perpetual treasury, governed by perpetual token voting, was the right vehicle for an open-source cultural project. The art half of that bet succeeded beyond anyone's expectation — it is immortal and CC0. The *organizational* half has now produced its verdict in the data: turnout has thinned to ~17% of holders, a few dozen delegates decide everything, the agenda has shrunk to festivals and retroactive rewards, the daily auction has been frozen for weeks while no-bid Nouns are burned, and the market will not buy a new Noun even below its share of the treasury. The "perpetual machine" is not running quietly in the background waiting for us to step back — it has already halted, and is being kept alive by emergency votes. Four years of evidence say token voting is a poor instrument for running a standing operation, and the operation is now ending *itself* through attrition. This proposal asks the DAO to end it deliberately and fairly instead — paying debts, honoring commitments, and returning what's left to the people who own it.
Nouns can do something the broader DAO ecosystem has not yet shown: end well. Not collapse, not capture, not a quiet fade into an under-attended forum — but a deliberate, transparent, pro-rata return of capital to the people who own it, with debts paid and commitments honored, leaving behind exactly what Nouns was always meant to leave behind: a body of public-domain art that needs no one's permission and no one's treasury to live forever.
Vote for this proposal to wind the DUNA down, return the surplus to Noun holders, and let the art outlive the institution.
The DAO is dead. Long live Nouns.nouns-is-dead