# Nouns DUNA Reserve Admin 2025

TL;DR  Appoint wylin 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,](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 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 wylin:

Hi, I'm wylin / strawbit, Nouns community member since late 2022.

Some contributions as follows: researched the viability of the DUNA structure for Nouns beginning March 2024, facilitated community discussions and answered questions via the Nouncil Discord after the announcement; totalling 250+ hours of work. Presented at NounsTown & in Nouncil on the viability of Nouns becoming a [501c3 charitable organization.](https://file.notion.so/f/f/f469e5f0-084b-474d-8d66-cee19734f415/a1d8ec0e-2dc3-4433-8fa9-dc56966b0be2/NounsFoundation_5.pdf?table=block&id=129bd5e4-a615-803e-86ba-fc75b21ff282&spaceId=f469e5f0-084b-474d-8d66-cee19734f415&expirationTimestamp=1736481600000&signature=jx9uNzw-wye5IgclmWPC4aZadr6BvFoIXXvXcRLtKMU&downloadName=NounsFoundation+5.pdf) Former UnfiliteredNoun delegate & Nouncil member, current zero weight voter. Props [465](https://www.nouns.camp/proposals/465)/ [496,](https://www.nouns.camp/proposals/496) and the [Lil Gnars Skate Jam.](https://thatsgnar.ly/thatsgnarly/stories/thatsgnarly-24-404344) I self-taught coding by creating playnouns.wtf, a simple auction client, and have been exploring Admin tooling via [https://nounsadmin.vercel.app](https://nounsadmin.vercel.app)

### Reserve Admin Duties:

The Reserve Admin shares the same duties as the Admin, and is there to support the Admin in fulfilling them by distributing the workload.

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. Per Nouns DAO prop 662, Administrator "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 Administrator's 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 recipients 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 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 the regulatory or legal risks, notifying the Veto Administrator(s), or engaging outside legal counsel and advisors.   
2. The Compliance Administrator 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 Administrator 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 Administrator 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 Administrator 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 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 prop, but will communicate on-chain in regards to compliance. They will retain all other rights as a member of the DAO.

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

The Compliance Administrator 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 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.](https://wyoleg.gov/2024/Enroll/SF0050.pdf)

### 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 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