TLDR

This proposal outlines the process for a fair, open, and repeatable onchain DUNA Admin Election for 2026. Passing this proposal ratifies this framework and immediately initiates the election timeline outlined below.

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Introduction

This proposal defines the election process for selecting the 2026 DUNA Compliance Administrators using a fully onchain and repeatable nomination and voting process. Administrator oversight is crucial for maintaining legal compliance, operational continuity, tax readiness, and the consistent execution of grant-related responsibilities. By formally adopting this election framework, the DAO affirms this onchain method for choosing its administrators.

Election Process

If approved, this proposal triggers the election process for appointing the next Compliance Administrators. The goal is to maintain a simple, open, fully onchain process that provides clarity and consistency for all participants, and utilizes our established onchain governance structures to ensure repeatability.

Election Process and Timeline

• 12/28/25: Process ratification proposal submitted onchain Submission of this proposal begins the ratification vote.
  • Voting “For” this proposal signals support for following the outlined process as follows.
  • Anyone wishing to participate must publicly comment on this proposal with the following statement in a Vote with Reason or zero-weight comment: “I nominate myself, [name], to be considered for DUNA admin elections.”
  • Current administrators are automatically eligible because they are unable to vote on this proposal.
• 1/4/26: Voting on the ratification proposal concludes If passed, the election process officially begins.
• 1/5–1/12: Candidate Proposal and Nomination Window Nominees finalize and publish their candidate proposals using the shared template.
  • All nominees should use the shared HackMD candidate template provided here: https://hackmd.io/@0xsatori/admin-template The template includes required fields along with optional areas for personal context.
  • Candidates must secure sponsorship from another Noun holder.
    • Self-sponsorship is permitted only for current administrators.
  • Current administrators may optionally post their proposals on 1/4 to set an early example for formatting and completeness.
• 1/13–1/19: Voting Period No new submissions qualify after 1/12.
  • Candidates must not vote on their own or other candidate proposals using their own Nouns, delegated Nouns, or through meta-governance.
  • Candidates may campaign for support of their own proposals, but must avoid influencing voters from voting ‘For’ or ‘Against’ other nominees.
• 1/20/26: Results All qualifying proposals will have concluded voting.
  • Administrators are selected based on proposal passage, with the final selection being the appointment of the two candidates who receive the highest number of “For” votes during the submission window.
  • Candidates who are not appointed must cancel their compensation streams even if their proposal passes.
  • If any non-appointed candidate fails to cancel, the DAO will have time to submit cancellation proposals before streams begin on 2/1/26.
• 1/21–1/31: Onboarding and Transition During this period, the existing administrators will:
  • Transfer control of assets and multisigs
  • Introduce the new administrators to service providers and teach them our workflows
  • Conclude outstanding responsibilities before their terms end on 1/31

Eligibility Criteria and Appointment Terms

• 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 of 1/5-1/12/26.
• Compensation streams for all admin candidates must begin 2/1/26 and end 1/31/27, 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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Closing Statement

Clear and consistent governance depends on a reliable process for selecting those responsible for administrative oversight. By adopting this election framework, the DAO reinforces its commitment to transparency, accountability, and operational stability, ensuring the DUNA remains well supported as it moves into the next year of onchain governance.

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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. 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, 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.