# Bixbite For DUNA Compliance Reserve Administrator  ⌐◨-◨

# TL;DR  Appoint Bixbite as the DUNA Compliance Reserve Administrator. This prop lays out relevant legal guidance, admin responsibilities, and related information for the first DUNA 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, 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, 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 Admin to serve as a compliance officer ensuring 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 Bixbite:

**Admin Reserve Qualifications (will disclose entities and references upon request):**

- 3 years of Paralegal experience within two different law firms  
- Previously held Notary Public License 
  - Will commit to retesting within 1 month to achieve active status   
- Experience in business bookkeeping, tracking state nexus & filing business taxes.  
- Experience collecting KYC details for a SOC 2 compliant company.  
- Acting Registered Agent for an LLC since 2014  
- Acting Registered Agent for an SCORP since 2019 

# Proliferation Impact:

While these are items not related to the duties of the position, I think it’s important to show the context of how deeply integrated I am into the Nouns Ecosystem. I have been a loyal member of the Nouniverse for 2.5 years, here's a list of my Proliferation impact from the beginning:

- Hack Week Grand Prize New Contributors Winner 
- Selection Committee for Nouns x Everyone 
- Prop House Gardener Selection Winner (100% voting record) 
- Member of Nouncil (I have a 95.36% voting record) 
- Member of Lil Reps & Content Pod before those programs were decommissioned 
- Previous Nouns Delegation (Will Price Delegate) & maintained a 89% voting record & 100% for Prop House rounds. 
- Volunteered to help the Nouns AU crew at NFT Fest Aus 
- Volunteered to help Nouns Fair at ETH Global Waterloo & ETH Global London 
- Volunteered & helped coordinate the Nouns Global Pizza Party at Oshi in Melbourne, AU 
- Proliferated Nouns & Lil Nouns at NFT Fest Melbourne, Miami at Art Basel, on Hosier Lane in Melbourne known for its street art, ETH Denver, NFT NYC, Consensus, ETH Brussels, BTC Nashville. 
- Onboard 12 people to Lil Nouns which gives them exposure to Nouns 
- Given feedback on numerous props for Nouns onchain proposals, previous Prop House rounds Garden Rounds. 
- Sponsored proposals onchain for Nouns & Lil Nouns 
- I have been hosting the Nouncil calls for the last 10 months, with attendance increasing from an average of 20 to \~45, we maxed out on one call with 63, and have even had appearances from Nounders on the call! 

As you can see from my voting record, I am rather 50/50 on proposals. I take time to research proposals for accuracy and effectiveness. I know with this role I will be removing personal bias & voting capabilities and will only be reviewing proposals based on set criteria for compliance, which I am comfortable with. 

I will make it my commitment to communicate with full transparency any decision I have to make and will share monthly updates on tasks that have been complete over the previous 30 day period. 

# Compliance Administrators Overview

The Administrators shall fulfill certain administrative or operational tasks required by the DAO by exercising only the powers, rights, and privileges as specifically enumerated in the Governing Principles or a DAO Proposal which is approved in accordance with the rules set forth in the Code. 

**Compliance Administrator Responsibilities and Powers.**

The Compliance Administrator(s) shall be responsible for reviewing each DAO Proposal for compliance with applicable laws or regulations (the “Compliance Laws”), including but not limited to those laws and regulations enumerated in Sections 2.2(a)(i). In the event a Compliance Administrator determines that a DAO Proposal may violate the Compliance Laws, such Compliance Administrator shall promptly (i) notify the Veto Administrator(s) and (ii) notify the DAO. 

**Tax Compliance.** The Compliance Administrator(s) shall (i) implement procedures on the advice of tax advisors to evaluate the direct and indirect tax impact of each DAO Proposal and (ii) take such other action to ensure compliance with the tax laws as may be authorized by a DAO Proposal that is approved in accordance with the rules set forth in the Code.

**Sanctions Compliance**. The Compliance Administrator(s) shall (i) implement procedures on the advice of legal counsel to ensure that the DAO is in compliance with applicable sanctions laws and regulations, including without limitation procedures to ensure that any wallet which interacts with any aspect of the Code is not listed on the Sanctions List Search administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and (ii) take such other action to ensure compliance with sanctions laws as may be authorized by a DAO Proposal that is approved in accordance with the rules set forth in the Code. 

**Governing Principles Compliance.** The Compliance Administrator(s) shall ensure that each DAO Proposal complies with the Act, the Code, and these Bylaws. 

The Compliance Administrator(s) shall be responsible for taking the following actions as required by the Compliance Laws (“Compliance Actions”) in accordance with the parameters set forth below.

- **Tax Compliance Actions.** The Compliance Administrator(s) shall (i) engage tax advisors and implement a tax compliance program to ensure that all information required to comply with the tax laws is collected and maintained; (ii) engage a service provider to prepare the DAO’s taxes; (iii) take such other action to ensure that the DAO is fulfilling its tax obligations under all relevant tax laws and regulations. 
- **Privacy and Information Security Compliance.** The Compliance Administrator(s) shall ensure that the DAO  (i) only process personal information in compliance with applicable privacy and cybersecurity requirements, including but not limited to, the California Consumer Privacy Act and other applicable U.S. state and federal and international privacy and information security requirements (“Data Protection Requirements”); and (ii) adopts a written information security program consisting of administrative, technical, and physical controls designed to protect the confidentiality of nonpublic personal information and sensitive company information (including but not limited to personal information relating to DAO Members (as defined in the Code)) in accordance with Data Protection Requirements and Section 2.3(c). 
- **Other Compliance Actions.** In the event a Compliance Administrator determines that the Compliance Laws require additional action beyond that which is authorized in Section 2.2(a)(ii), such 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 the regulatory or legal risks, notifying the Veto Administrator(s), engaging outside legal counsel and advisors, or reporting activity to law enforcement or regulatory authorities. The Compliance Administrator(s) may also take any Compliance Action as may be authorized by a DAO Proposal that is approved in accordance with the rules set forth in the Code. 

The Compliance Administrator(s) shall be responsible for the legal enactment of any DAO Proposals passed by the DAO (“DAO Enactments”), including without limitation the execution of contracts or agreements, the opening of bank accounts, or the payment of DAO debts or liabilities. Absent the specific authorization through a DAO Proposal that is approved in accordance with the rules set forth in the Code (and except as otherwise set forth in the Governing Principles), the Compliance Administrator(s) shall have no authority to bind the DAO to legal agreements or to otherwise act on the DAO’s behalf. 

Each Compliance Administrator shall refrain from voting on any DAO Proposals during such time they hold the Compliance Administrator position; provided, that, a Compliance Administrator may delegate his or her voting power in accordance with the rules set forth in the Code. The Compliance Administrator may however submit any proposals needed to further the authorized activities noted in this prop or as needed.

**Reserve Administrator(s) Responsibilities and Powers.**

- Each Reserve Administrator shall be elected to serve as the alternate for a Compliance Administrator during periods that the Compliance Administrator is unavailable. Each Compliance Administrator shall cooperate with their corresponding Reserve Administrator to ensure that one of them is available to fulfill the duties and responsibilities of the Compliance Administrator at all times.  
- Upon a Compliance Administrator’s request, a Reserve Administrator may advise such Compliance Administrator on matters related to the Compliance Administrator’s duties and responsibilities. 
- Each Reserve Administrator shall refrain from voting on any DAO Proposals during such time they hold the Reserve Administrator position; provided, that, a Reserve Administrator may delegate his or her voting power in accordance with the rules set forth in the Code. 

**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 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, 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.

**Term:** The intended term for the Compliance Administrator under this proposal is for 1 year from the execution of this proposal. The DAO may adjust this term via proposal to remove/replace the 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), and any by-laws or related proposals passed by the DAO that may alter the duties, responsibilities or limitations of the Administrator.

**DUNA Admin Payment:** In the DUNA prop passed by the DAO, an annual budget of $200,000 USDC was set for Administrator(s) compensation.

The proposed compensation for the Reserve Compliance Administrator will be $8066.67 USDC per month paid via stream. This stream will be cancellable upon the passage of a proposal to remove and/or replace the 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 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 winding down of The Foundation.

Outcome: DEFEATED