# Ratify an Onchain 2026 DUNA Admin Election Process

## TLDR

This proposal outlines the process for a fair, open, and repeatable onchain DUNA Admin Election for 2026. Passing this proposal ratifies this framework and immediately initiates the election timeline outlined below.

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## Introduction

This proposal defines the election process for selecting the 2026 DUNA Compliance Administrators using a fully onchain and repeatable nomination and voting process. Administrator oversight is crucial for maintaining legal compliance, operational continuity, tax readiness, and the consistent execution of grant-related responsibilities. By formally adopting this election framework, the DAO affirms this onchain method for choosing its administrators.

## Election Process

If approved, this proposal triggers the election process for appointing the next Compliance Administrators. The goal is to maintain a simple, open, fully onchain process that provides clarity and consistency for all participants, and utilizes our established onchain governance structures to ensure repeatability.

### Election Process and Timeline

- **1/3/25: Process ratification proposal submitted onchain**   Submission of this proposal begins the ratification vote.  
  - Voting "For" this proposal signals support for following the outlined process as follows.  
- **1/10/26: Voting on the ratification proposal concludes**   If passed, the election process officially begins.       
- **1/11–1/18: Candidate Proposal and Nomination Window**   Nominees finalize and publish their candidate proposals using the shared template.  
  - All nominees should use the shared HackMD candidate template provided here: [https://hackmd.io/@0xsatori/admin-template/edit
    ](https://hackmd.io/@0xsatori/admin-template/edit)The template includes required fields along with optional areas for personal context.  
- **1/19–1/25: Voting Period**   No new submissions qualify after 1/18.  
  - Candidates must not vote on their own or other candidate proposals using their own Nouns, delegated Nouns, or through meta-governance.        
  - Candidates may campaign for support of their own proposals, but must avoid influencing voters from voting 'For' or 'Against' other nominees.  
- **1/26/26: Results**   All qualifying proposals will have concluded voting.  
  - Administrators are selected based on proposal passage, with the final selection being the appointment of the two candidates who receive the highest number of “For” votes during the voting period.        
  - Candidates who are not appointed must cancel their compensation streams even if their proposal passes.        
  - If any non-appointed candidate fails to cancel, the DAO will have to submit stream cancellation proposals as soon as possible.  
- **1/26–1/31: Onboarding and Transition**   During this period, the existing administrators will:  
  - Transfer control of assets and multisigs        
  - Introduce the new administrators to service providers and teach them our workflows        
  - Conclude outstanding responsibilities before their terms end on 1/31  

## Eligibility Criteria

- Candidate proposals must be submitted onchain during the designated submission window of 1/11-1/18/26.     
- Compensation streams for all admin candidates must begin 2/1/26 and end 1/31/27, and shall not exceed 100,000 USDC.      
- Nominees must refrain from influencing the election through voting, meta-governance, or governance discussions, including but not limited to Lil Nouns, Nouncil, or Nogs. 

## Appointment Terms

Pursuant to the Bylaws adopted in [Proposal 727](https://nouns.wtf/vote/727) and the [Wyoming DUNA Act](https://wyoleg.gov/2024/Enroll/SF0050.pdf), the following conditions and expectations apply to the elected DUNA administrators:

- Elected administrators must successfully complete required compliance onboarding prior to assuming duties, including identity verification, tax documentation, and sanctions screening, in accordance with applicable law and the DAO’s established compliance processes.  
- Prior to appointment, elected administrators will be required to execute an independent contractor agreement setting forth compensation, scope of work, confidentiality, indemnification, and other standard legal provisions.  
- Administrators serve at the authorization of the DAO and may be removed, replaced, or have their authority limited at any time via DAO proposal, including in cases of cause, incapacity, or voluntary resignation.  
- In the event of resignation, removal, or inability to continue duties mid-term, the DAO may appoint an interim or replacement administrator via proposal, using this election framework or an expedited process as determined by the DAO.  
- Outgoing administrators are expected to support an orderly transition, including the handoff of access, documentation, and active workflows, to minimize operational disruption where reasonably possible. 

## Tie Resolution

To ensure a clear and fair outcome, ties between candidates will be resolved through a defined onchain runoff process designed to give the DAO a final, unambiguous decision.

- If two or more candidates are tied based on the number of “For” votes at the conclusion of the initial voting period, a runoff election will be initiated. 
- The runoff election will be limited solely to the tied candidates. 
- The runoff will be conducted via a new onchain proposal for each nominee and will follow the same voting rules, eligibility requirements, and restrictions outlined in this election framework. 
- The candidate who receives the highest number of “For” votes in the runoff election will be appointed to the Compliance Administrator role. 

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## Closing Statement

Clear and consistent governance depends on a reliable process for selecting those responsible for administrative oversight. By adopting this election framework, the DAO reinforces its commitment to transparency, accountability, and operational stability, ensuring the DUNA remains well supported as it moves into the next year of onchain governance.

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# DUNA Context and Admin Info

Nouns DAO has completed its transition from a Cayman Foundation structure to a Wyoming DUNA, as authorized in [Proposal 662](https://nouns.wtf/vote/662). Under the Wyoming DUNA Act:

> "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 that an administrator will have no authority to act on behalf of the DAO absent specific authorization from its membership.

The DAO now operates as a legally recognized nonprofit association within the United States. This requires ongoing compliance with:

- U.S. federal tax rules      
- Wyoming state law      
- OFAC and sanctions-related restrictions      
- Record-keeping obligations      
- Information-reporting requirements for grant recipients 

The Compliance Administrator structure exists to ensure that the DAO can confidently and continuously meet these obligations.

## Administrator Workload and Day-to-Day Responsibilities

Compliance Administrators review proposals, ensure alignment with the DAO Bylaws and U.S. law, oversee KYC onboarding, manage offchain assets, and coordinate with accountants, tax and legal advisors, and other vendors. These responsibilities require continuous monitoring, communication, and coordination. A high-level overview of the workload is below.

**Proposal and Legal Oversight**

- Review proposals for legal, tax, sanctions, and governance risks      
- Confirm alignment with Bylaws and U.S. law      
- Provide guidance on grant structures and complex proposal flows      
- Engage legal counsel only when needed for liability, sanctions, contracts, or governance interpretation 

**Grant and Treasury Compliance**

- Collect and maintain required tax documents before disbursement      
- Administer sanctions checks and verify grantee eligibility      
- Coordinate with accountants and tax advisors on proper categorization and reporting      
- Support accurate crypto or fiat payouts authorized by proposals 

**KYC and Contributor Onboarding**

- Manage grantee onboarding and verification through Persona      
- Assist with technical or verification issues      
- Maintain secure compliance records for audits and reporting needs 

**Operations and Administration**

- Execute required offchain actions for passed proposals, including agreements and payments      
- Manage compliance documentation and secure storage      
- Oversee offchain assets and infrastructure such as domains and service accounts      
- Coordinate with registered agent and external vendors      
- Ensure administrator actions reflect the intent and scope of passed proposals 

**Community Transparency**

- Answer contributor questions about compliance and legal processes      
- Publish updates, resources, and best practices      
- Provide compliance insights to Veto Administrators when needed 

The above work enables smooth operations, reduces legal and tax exposure, and ensures the DAO remains transparent and accountable to its contributors.

Outcome: EXECUTED