# Foodnouns DAO to DUNA

### Decentralized Unincorporated Nonprofit Association (DUNA)

## Index
1. [Introduction](#introduction)
2. [Name & Purpose](#name--purpose)
3. [Membership](#membership)
- [1. Qualifications for Membership](#1-qualifications-for-membership)
- [2. Rights and Responsibilities](#2-rights-and-responsibilities)
- [3. Onboarding Process](#3-onboarding-process)
- [4. Membership Changes](#4-membership-changes)
- [5. Suspension and Expulsion](#5-suspension-and-expulsion)
4. [Governing Principles](#governing-principles)
5. [Property and Profit Use](#property-and-profit-use)
6. [Liability and Indemnification](#liability-and-indemnification)
7. [Dissolution and Winding Up](#dissolution-and-winding-up)

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## Introduction
Foodnouns DAO aims to transition into a Decentralized Unincorporated Nonprofit Association (DUNA) under Wyoming law. This document sets forth the framework for governance, membership, and operational processes.

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## Name & Purpose
- **Name**: Foodnouns DAO
- **Purpose**: To promote sustainable food systems, educate communities on decentralized governance, and support collaborative, decentralized food initiatives.

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## Membership

### 1. Qualifications for Membership
- **Token Ownership**: Membership is granted to individuals who hold specified governance tokens or NFTs issued by Foodnouns DAO.
- Current Membership is represented via ownership of Tokens from contract
- Contract Address: `0xF5331380e1d19757388A6E6198BF3BDc93D8b07a`
- 132 Current Holders

### 2. Rights and Responsibilities
- **Voting Rights**: Each member holds voting rights proportional to the number of governance tokens held.
- **Participation**: Members are expected to actively participate in governance, including voting on proposals, contributing to discussions, and engaging in DAO operations.
- **Responsibilities**: All members must act in alignment with the DAO’s mission, abide by its governing principles, and maintain active participation.

### 3. Onboarding Process
- **Application**: Potential members may join by acquiring governance tokens, contributing to the DAO, or through an attestation-based application process.
- **Approval Mechanism**: Membership approval is managed either through a decentralized voting process by current members or via smart contracts that validate the membership criteria.

### 4. Membership Changes
- **Transfer of Membership**: Membership may be transferred by selling or gifting governance tokens.
- **Resignation**: Members may resign at any time by transferring their tokens via sale or gift, thereby forfeiting their rights, as per the DAO’s governing principles.
- **Removal**: Members violating the DAO’s rules may be subject to removal from specific elements of the DUNA community like DUNA-run communication platforms. Members' tokens will not and cannot be removed through administrative or on-chain actions. On-chain voting power will not and cannot be controlled by the DUNA.

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## Governing Principles
- **Decision-Making Process**: Decisions will be made via decentralized voting, either through blockchain-based smart contracts or via a platform like Snapshot. Members will propose changes, and votes will be cast based on token holdings.
- **Administrator Roles**: The DAO may elect or appoint administrators to manage day-to-day operations. Administrators are accountable to the membership and can be removed via a vote.

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## Property and Profit Use
- **Real and Digital Property**: Foodnouns DAO may acquire, hold, and transfer both digital assets (like NFTs) and physical assets. All property is held in the DAO’s name.
- **Profit Allocation**: Any income generated by the DAO must be reinvested into the DAO’s mission. No dividends will be distributed to members, but reasonable expenses may be reimbursed.

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## Liability and Indemnification
- **Liability**: Members and administrators are not personally liable for the debts or obligations of the DAO.
- **Indemnification**: The DAO may indemnify members or administrators against any claims arising from activities conducted on behalf of the DAO, provided they acted in good faith.

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## Dissolution and Winding Up
- **Dissolution Conditions**: The DAO may be dissolved through a membership vote or if it fails to maintain the minimum required number of members.
- **Winding Up Process**: Upon dissolution, the DAO’s assets will be used to pay off debts and obligations, and any remaining assets will be distributed to a similar nonprofit or as specified in the DAO’s governing principles.

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## Conclusion
This document provides the foundational governance structure for Foodnouns DAO as it transitions into a DUNA, aligning with Wyoming’s decentralized nonprofit regulations.