# Appoint Satori as Nouns DUNA Reserve Compliance Administrator

**TL;DR:** Appoint **Satori** as a DUNA Reserve Compliance Administrator. This proposal lays out relevant legal guidance, admin responsibilities, and related information for the first DUNA admin term.

The Compliance Administrators’ duties, responsibilities and authorization to act on behalf of the DAO are enumerated in the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). This proposal contains certain modifications of those duties, responsibilities, and authorization to act on behalf of the DAO that are effective only as to my initial term as a Compliance Administrator. (If another Compliance Administrator is elected, her duties, responsibilities and authorization to act on behalf of the DAO will be determined by the Bylaws, or a DAO proposal that modifies them.) These modifications are in accordance with Section 2.2 of the Bylaws, which states that the DAO may authorize a Compliance Administrator to exercise rights, powers, and privileges set forth in an approved DAO proposal.

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

The intention is for the Nouns DUNA Compliance Administrators to fulfill duties similar to that of a compliance officer by ensuring that the DAO follows relevant laws, serving as a conduit between the DAO and its legal and tax advisors, ensuring that tax information is collected from grant recipients, and communicating relevant information to DAO members.

## About Satori

Hey! I'm **Satori** ([FC](https://warpcast.com/0xsatori)/[X](https://x.com/0xsatori)), a passionate community member within the Nouniverse for over 3 years. Here's a bit more about me:

- Professional civil engineer with experience leading cross-disciplinary teams on large-scale infrastructure construction projects 
- Early contributor to the first nounish sub-DAOs, including Wizards DAO, Gnars, and Lil Nouns, dating back to January 2022 
- Nouncil member since December 2022 
- Builder DAO contributor since June 2023 
- The Noun Square contributor from October 2022 through March 2024 
- Founder of Kendama DAO, a community using kendama to proliferate Nouns and mindfulness through play 

## Reserve Admin Duties

The Reserve Compliance Administrator acts as an alternate to the Compliance Administrator, ensuring consistent fulfillment of compliance duties and providing advisory support as needed.

The Administrator 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 and the Bylaws set forth in [Proposal 727](https://nouns.wtf/vote/727). Per Nouns DAO [Proposal 662](https://nouns.wtf/vote/662), 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 main priorities. In accordance with this, the Compliance Administrator's duties shall include:

1. Reviewing each DAO proposal for compliance with applicable laws and regulations and the DAO' governing principles. Compliance includes:
   a) Tax compliance and confirming receipt of W9 or W8 tax information for grant recipients prior to disbursement of funds.
   b) OFAC/Sanctions compliance by confirming there is an operational wallet check process.
   c) Compliance with applicable laws and regulations (e.g. ensuring no illegal activity is included in a proposal).
   
   The Compliance Administrator shall signal the state of compliance for each proposal using available DAO tools/clients. If the Compliance Administrator deems 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 Administrator 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 regulatory or legal risks, notifying the Veto Administrator(s), or engaging outside legal counsel and advisors. 
2. The Compliance Administrator may coordinate the contracting of a Registered Agent as allows 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 Administrator shall be responsible for contracting legal and tax professionals, ensuring that taxes are filed, and serving as the DAO's contact with said professionals and related contractors. 
4. The Compliance Administrator shall be responsible for the legal enactment of any proposals passed by the DAO such as the execution of contracts or agreements, the opening of bank accounts, or the facilitation of payments of DAO debts or liabilities. 
5. The Compliance Administrator shall be responsible for communicating relevant DUNA information to DAO members and facilitating requests for information. Whenever possible under law, information will be made publicly available, preferably onchain. 

## Administrators' Participation in DAO Activities

During the Administrator's term, to ensure clarity, the Administrator will refrain from voting with their own Nouns and will use a separate administrator wallet to signal whether a proposal is in compliance. They will not vote FOR or AGAINST any proposal, but will communicate on-chain in regards to compliance. They will retain all other rights as a member of the DAO.

Additionally, the Compliance Administrators will avoid voting on Nouns DAO proposals in any sub-DAOs or meta-governance during their term. 

The Compliance Administrators may however submit any proposals needed to further the authorized activities noted in this proposal 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 Administrator will be authorized by this proposal to open a bank account for this purpose. The Compliance Administrator may only pay any specific DAO service providers or bills if authorized to do so via a DAO proposal.

## Indemnification:

The DAO shall indemnify and hold harmless, to the fullest extent permitted by applicable law, the Compliance Administrator 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 my role as a Reserve Compliance Administrator under this proposal is 1 year from the execution of this proposal. The DAO may adjust this term via proposal to remove/replace me as a Compliance Administrator. Note: Administrators are independent contractors 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)**, The Bylaws and any proposals passed by the DAO may alter the duties and responsibilities of the Administrator or limit the authorization of Administrator to act.

## DUNA Admin Payment and Administrator Agreement:

In the [DUNA proposal passed by the DAO](https://nouns.wtf/vote/662), an annual budget of $200,000 USDC was set aside for Administrator compensation. 

The proposed compensation for my role as Reserve Compliance Administrator will be $96,800 USDC streamed over the 12 month term. This stream will be cancellable upon the passage of a proposal to remove and/or replace the Reserve Compliance Administrator.

Administrators will be responsible for the purchase of any E&O or D&O insurance if desired. Any other expenses necessary to execute the Administrator's duties will be submitted for authorization via proposals to the DAO.

The $200,000 USDC allotted in [Proposal 662](https://nouns.wtf/vote/662) will be returned by The Foundation to the DAO's treasury upon the successful winding down of The Foundation.

Following the successful passing of this proposal, the DUNA will enter into an Administrator Agreement with Satori that sets forth the proposed compensation and other terms and conditions of his role as Reserve Compliance Administrator.

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## Closing Statement

I am deeply committed to maintaining the highest standards of compliance and governance within Nouns, while fostering transparency and open communication with the community. It would be an honor to serve as the DUNA Reserve Compliance Administrator, contributing to the DAO's continued success and legal resilience as it paves the way for future DAOs to thrive.

Outcome: EXECUTED