DUNA Admins - HackMD

# DUNA Admins 2025 tldr: Appointing Prof Werder and Index as the DUNA Compliance Administrator and Reserve Administrator respectively. This prop lays out the relevant legal guidance, admin responsibilities and related information for the first admin term. ## DUNA legal entity Nouns is transitioning from a Cayman Islands Foundation with a Foundation Board managing the DAO's legal interests to a Decentralized Unincorporated Nonprofit Association in Wyoming. Under the DUNA law, adminstrators are defined as follows: "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 guidance leaving it up to the DAO to lay out specific duties. The intention is for the Nouns DUNA Admins to serve as compliance officers to ensure that the DAO follows relevant laws, serve as conduits between the DAO and the legal and tax advisors, ensure that tax information is collected from grant recipients, and communicate relevant information to DAO members. ## About Prof and Index **⌐◨-◨ Prof Werder** (**[@nounishprof](https://warpcast.com/nounishprof)**, **[@profwerder](https://x.com/ProfWerder)**, TheNounishProf.eth) BuilderDAO community resident, Nounish builder, Nouncillor and Instructor at Florida Gulf Coast University in the School of Entrepreneurship. Prof Werder holds a Juris Doctor and MBA, with expertise in the area of copyright and trademark. Prof Werder built FloriNouns NFT project with her students as the first nounish NFT project created as part of a university course. Prof Werder also cofounded GM Farcaster, a podcast looking at news and memes from the Farcaster ecosystem, often with a nod to Nouns. **⌐◨-◨ Index** (**[@indexcard.eth](https://warpcast.com/indexcard.eth)**): Hi, I'm Index / Noun 487, a long-time community member and nouns tinkerer with some contributions as follows: pixel art (index card, curling stone, broken heart), developed and ran the zero weight meta-governance experiment, created a nouns centric directory at tabs.wtf, and I continue to pilot small experiments with my client nouns.game. ## Admin Duties The Administrators 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. Per Nouns DAO prop 662, the 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 their main priorities. In accordance with this, the Compliance and Reserve Administrators duties shall include: 1) Review each DAO proposal for compliance with US laws and DAO governing principles. Compliance includes: a) Tax compliance and confirming receipt of W9 or W8 tax information for grant receipients prior to disbursement of funds. b) OFAC/Sanctions compliance by confirming there is an operational wallet check process. c) Compliance with any relevant US laws (e.g. ensuring no illegal activity is included in a proposal). The Compliance and/or Reserve Administrator shall signal the state of compliance for each proposal using available DAO tools/clients. If the Compliance and Reserve Administrator deem 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 and Reserve Administrators 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 the regulatory or legal risks, notifying the Veto Administrator(s),engaging outside legal counsel and advisors, or reporting activity to law enforcement authorities. 2) The Compliance and Reserve Administrators will ensure the contracting of a Registered Agent as required 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 and Reserve Administrators shall be responsible for contracting legal and tax professionals, ensure that taxes are filed, and serve as the DAOs contact with said professionals and related contractors. 4) The Compliance and Reserve Administrators shall be responsible for the legal enactment of any props passed by the DAO such as the execution of contracts or agreements, the opening of bank accounts, or the facilitating of payments of DAO debts or liabilities. 5) The Compliance and Reserve Administrators shall be responsible for communicating relevant DUNA information to DAO members as needed and facilitate requests for information. Whenever possible under law, information will be made publicly available, preferably onchain. ## Administrators participation in DAO activities During the Administrators terms, to ensure clarity, the Administrators will refrain from voting with their own Nouns and will use an administrator wallet to signal whether a proposal is in compliance. They will not vote FOR or AGAINST any prop but will only communicate onchain in regards to compliance. They will retain all other rights as a member of the DAO. Accordingly, the Compliance and Reserve Administrators will avoid voting on Nouns DAO proposals in any subdaos or metagovernance and will resign from Nouncil during their term. The Compliance and Reserve Administrators may however submit any proposals needed to further the authorized activities noted in this prop 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 and Reserve Administrators will be authorized by this proposal to open a bank account for this purpose and pay any necessary DAO service providers and bills that have been authorized via DAO proposal. ## Indemnification The DAO shall indemnify and hold harmless, to the fullest extent permitted by applicable law, all Administrators 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 the Compliance and Reserve Administrators under this proposal is from the execution of this proposal through December 31, 2025. The DAO may adjust this term via proposal to remove/replace either the Compliance and/or Reserve Administrator. Note: Administrators are independent contractos 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), and any by-laws or related proposals passed by the DAO that may alter the duties, responsibilities or limitations of the Administrators. ## Payment to Administrators In the DUNA prop passed by the DAO, an annual budget of $200,000 USDC was set for Administrator compensation. The Compliance and Reserve Administrators will be working as a team during the term and request the following compensation: $8000 USDC per month each throughout the term paid via a monthly stream. This stream will be cancellable upon the passage of a proposal to remove and/or replace the Administrators. The Administrators also request one Noun each from the treasury to retroactively compensate for work assisting with the setup of the DUNA as part of the DUNA working group. *(Prof requests Noun 276; Index requests Noun 341)* Administrators will be responsible for the purchase of any E&O or D&O insurance if desired. Any required travel expenses if needed or other expenses necessary to execute the Administrators duties will be submitted for authorization via proposals to the DAO. The $200,000 USDC allotted in Proposal 662 will be returned by The Foundation to the DAO's treasury upon the successful passage of this proposal and the winding down of The Foundation. ### Summary of transactions ??? multisig for stream? not sure how to set this up **Nouns Transfers** Contract (Nouns Token): 0x9C8fF314C9Bc7F6e59A9d9225Fb22946427eDC03 1. safeTransferFrom(0xb1a32FC9F9D8b2cf86C068Cae13108809547ef71,0x2ca651d9d7c76340c8a71bde2eda64b3639c9b13,276) 2. safeTransferFrom(0xb1a32FC9F9D8b2cf86C068Cae13108809547ef71,0x10deC36B4AC9d3b60490dFE2799881287d4a74cc,341)