# Appoint wylin as DUNA Reserve Compliance Administrator

## TL;DR

Appoint wylin as a DUNA Reserve Compliance Administrator. This proposal lays out relevant legal guidance, admin responsibilities, and related information for the upcoming 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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## Introduction

hello all, i’m wylin, aka, Ian Wylie Hedrick. 

since 2019, i’ve worked with non-profit organizations in operational roles, including founding my own organization through a fiscal sponsorship with the Public Health Institute of Metropolitan Chicago. 

in 2024, along with another DAO member, i performed extensive research over a period of several weeks to determine if the DUNA structure could work for Nouns DAO. this research was presented by the other DAO member at a meeting in the Cayman Islands to discuss the corporate restructuring of Nouns, which - in combination with the work of other qualified outside advisors - lead to the restructuring of Nouns as a DUNA. 

most recently, i’ve spent 2025 as a project manager for a US-based private charitable family foundation, the Shwoundation, an organization with significant compliance considerations - including considerations around crypto & blockchain. 

this role has involved creating multiple new non-profit legal entities, coordinating with legal & tax advisors, software developers, and grantees. my day-to-day responsibilities for the foundation generally overlap the responsibilities of the Nouns Compliance Administrators as defined by the bylaws, previous proposals, and current candidates.

given my depth of experience in creating and managing  non-profit organizations, i’d like to throw my hat in the ring for Reserve Admin. 

as a non-New York resident, my election would ensure the continuation of the DAO's fiat/ banking services in the event a New York resident is elected for Compliance Administrator.

## Modifications

this proposal is specifc to the Reserve Compliance Administrator as outlined in the DUNA bylaws:

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

- i. 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. 
- ii. 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. 
- iii. 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. 

if elected I'm committing to hosting monthly open office hours in the Nouns discord for DAO members to ask questions about operational tasks and activities of the DUNA; ie how advisor coordination is going, status of taxes and other payments, reviewing documents within the scope allowable by the DUNA law, and taking in suggestions for how the role could be better performed and/or transparency provided to the DAO.

## Eligibility

This proposal is in accordance with the 2026 DUNA Admin Election process ratified by [the Election Process proposal](https://www.nouns.camp/candidates/ratify-the-2026-duna-admin-election-process-cf2f348c58003da37f2cc3b7bd8e99fc2ec0b49a), and meets the following criteria:

- Nominees must post the required nomination statement on this proposal.   
- Nominees must secure sponsorship from another Nouner, except current administrators who may self-sponsor.   
- Candidate proposals must be submitted onchain during the designated submission window.   
- Compensation streams for all admin candidates must begin 6/1/26 and end 5/31/27 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. 

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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.

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## Administrator Duties

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

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 subdaos 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 this role as Compliance Administrator under this proposal is 1 year from the beginning of the compensation stream. The DAO may adjust this term via proposal to remove/replace me as Compliance Administrators. 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 wylin's role as Reserve Compliance Administrator will be $24,000 USDC paid via stream ($3,000 USDC per month). 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.

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

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### Transactions

- Stream 36,000 USDC to wylin.eth from 2/1/2026 through 1/31/2027

Outcome: DEFEATED