ProposalsProposal 725
ProposalsProposal 725
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.
Admin Reserve Qualifications (will disclose entities and references upon request):
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:
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.
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.
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.
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, 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.
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.
Admin Reserve Qualifications (will disclose entities and references upon request):
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:
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.
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.
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.
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, 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.