0xca89e247…119csent to0x6f3e6272…223d·#21,030,938·view on Etherscan
I doubt there's anything I can say here that others haven't already covered- particularly noun40 in his VWR.
All I have to add is, while i share the concern that this is a step back from the level of decentralization we all want, I both hope and believe that this is our best available option for keeping the project going long enough to see better options.
I've said it before and I'll say it again- Nouns goes beyond the DAO and beyond its official members. It is a community, a *movement*, built around making the world a better place for all of us on it. Painful as the loss of decentralization is, it's a small price to pay for the security needed to continue that mission.
We may be taking a step back- but only in preparation of taking many more steps forward.
+1
> lilfrog had [this cast](https://warpcast.com/frog/0xb079c3bd) the other day saying that wag, me, and 4156 voting in favor would push this prop through and i've been mulling on it since. there's an underlying tone of resentment around the fact that the three largest voting bodies are all supporting this prop. in the vwrs there's also a lot of similar resentment and added speculation around our motives, so let me try to lay out the situation as i see it in more plain english.
>
> why on earth is the largest holder, the largest delegate, and the most prominent founder the ones that are the most worried about liability from the project? you don't need an elaborate theory to understand why. it's because OBVIOUSLY we're the most likely ppl that would be served. the IRS can think we haven't paid taxes for NFTs we sold. the SEC can think we have issued unregistered securities. FINCEN can think that we are in violation of of the AML laws by not KYC-ing grantees that we're paying out millions of dollars. Any disgruntled DAO member(s) that's not happy about a protocol change can sue us for negligence or harm (we've experienced threats of this btw).
>
> is it really that crazy that we are the ones most motivated and interested in creating a stronger legal entity that is capable of handling those inquiries and having the legal/jurisdictional basis of responses to be more solid what we have with the cayman foundation? (i explained a bit more about why i think some of our current arguments around these issues are tenuous [here]( https://warpcast.com/noun40/0x6eb6498b))
>
> there is often a desire to say "well, the DAO is just software and it's entityless so it can't be sued. so why the worry?" i think of wilson's cast here as expressing a [similar view](https://warpcast.com/wilsoncusack/0x79df5a9f)("Bitcoin doesn’t need a legal entity. Why do we?"). i think this is misinformed. first off, maintiners of bitcoin core have actually been sued (most notably by CSW) and many stepped away from their maintainer role for this reason (b/c the lawsuits were hell and they couldn't handle the brain damage and potential personal financial ruin). secondly, in the case of a completely automated protocol like bitcoin then the liability is more limited for node runners. they didn't really make any concrete decisions besides deciding to run the code someone else wrote. which is why the lawsuits have centered around open source devs that write and have the ability to merge in code. nouns voters don't have that luxury. we are actively making concrete manual decisions on each prop. if a regulatory body or a member of the dao is not happy with the actions or consequences of the dao then they could absolutely pursue an enforcement or law suit and you don't get to say i don't think i have any responsibility here as far as i understand it.
>
> when nouns started DAOs were so new and at the time a fair amount of this was open to debate. but it's become more apparent that daos will be held liable (and their members individually in the absence of an entity that provides limited liability). a notable case is the [california district court ruling](https://www.blockchainandthelaw.com/2023/04/dao-deemed-general-partnership-in-negligence-suit-over-crypto-hack-prompting-decentralized-orgs-to-rethink-corporate-formation/) that the bZx DAO could be deemed a general partnership and that the members were jointly and severally liable for losses related to a hack. [CFTC's enforcement action](https://www.proskauer.com/blog/from-code-to-consequence-cftc-obtains-default-judgment-against-ooki-dao-for-commodity-exchange-act-violations) landed for the same DAO arguing that the Ookie DAO (renaming from bZx DAO) was in violation of the commodity exchange act.
>
> you might say the existing cayman foundation could handle these lawsuits and enforcement actions. can it? how could the foundation assume full responsibility? just b/c it was funded by the DAO for setup and because it has veto power? it's quite easy to argue that the DAO is a separate entity from the foundation (wilson is literally arguing this) and that the DAO and its members should be responsible for its own actions.
>
> if we get a class action law suit from members or an enforcement action from a regulatory agency and i am named as one of the defendants i want certainty that i can say "this is wrong. i am a member of this entity. the entity is responsible and you should bring the matter to the entity" and know with reasonable certainty that most courts would honor that redirection b/c it is a claim that's well substantiated. in other words the DAO needs to be something somewhere. nothing nowhere is not tenable imo for providing limited liability protection to its members.
>
> of course you can disagree with me on if the current setup is tenable or not. i also want to recognize that the incentives are also likely not the same. as i said at the top, the largest known holder, the largest delegate, the most prominent founder are likely the ppl to be sued or held liable of any responsibility that the foundation cannot assume, not every individual voter (practically speaking). you might think i'm selfish or braindead. but personally i have to advocate for a version of nouns that i can continue to be an active participant in. i also think this is a the good thing for the DAO. i hold only two nouns (rest of voting power delegated is from zora and others). i'm an independent board member on the foundation. if i thought this was the founders' risk aversion being overly expressed i would speak up and disagree. if i thought this was just large holder bag holding financial self-interest then i would speak up and disagree. i don't think this is that.
>
> (continued in the next signal vote comment since i ran out of vwr space)
+1
> As someone who lives far away from the US, I feel that the DUNA might change the view of Nouns in Indonesia in the future. However, I believe that Nouns should transform into a bigger organization, and I support KYC for funding recipients so that it is easy to track when there is a problem in the future.
+1
> A lot has been said about DUNA, but let me take this opportunity to emphasize a single point: most of what we love about Nouns originates from services provided by doxxed individuals and organizations. Nouns founders, Nouns Foundation, Nounish, Nouns Camp, Nounsfest, Nounstown, Rounds, Esports, the Nouns movie, Nouns Deli, Bigshot Toyworks, and dozens of others will eventually leave unless they are granted a legally compliant organization with sufficient liability protections.
>
> If you are voting against this proposal, please understand that you are not voting for the status quo; you are voting against it. An on-chain maximalist version of Nouns will be almost entirely anonymous and will be very different from the Nouns we know today. A vote for DUNA is a vote for continuing the current experiment, where the collaboration between internet anons and doxxed service providers creates a crypto-native culture that is still capable of transcending the boundaries of this space.
+1
> The discussions surrounding DUNA are extensive, and it's clear there's a lot at stake with this proposal.
>
> My journey into crypto began as a response to the rampant corruption in my country and the even greater issues within the traditional banking system. Nouns, for me, represented a beacon of hope in a space where so many promises have been broken by scams and rug pulls.
>
> While I don't fully align with U.S. corporate structures, I’ve always seen Nouns as a unique example of what a truly decentralized brand can accomplish. That said, if establishing a legal entity is necessary to ensure Nouns future and stability, I am willing to support it, despite my reservations about what it represents.
>
> It’s true that this move feels contrary to the ethos of decentralization and the principles that crypto was built upon. However, Nouns has grown to a point where practical considerations might outweigh ideological purity.
>
> Though I place a high value on privacy, I am in favor of KYC when it comes to money and trust. In my experience, it's often those with malicious intent who seek to hide or keep private their identity.
>
> I think securing the future of Nouns takes over any other priority right now. And I am willing to support this prop with cautious optimism.
> I hope we can navigate this without losing sight of what Nouns is and means.
> Which are what makes this community so fucking awesome in the first place...