Nouns DUNA
Nouns Decentralized Unincorporated Nonprofit Association (DUNA) is a legally recognized entity established in Wyoming via Proposal 727 that allows Nouns DAO to operate with limited liability protection and legal clarity without compromising its decentralized governance.
Under Wyoming’s DUNA Act, Nouns DAO can hold assets, enter into contracts, and participate in legal actions in its own name. Governance remains fully decentralized, with decisions controlled exclusively by Noun holders via on-chain voting.
What is a DUNA?
The Wyoming DUNA framework, established by law SF0050/2024 , creates a legal structure specifically designed for DAOs. Unlike traditional legal entities, DUNAs recognize blockchain-based governance mechanisms while providing legal compliance pathways.
Key benefits
- Legal entity status: DUNAs can hold property, enter contracts, and operate within traditional legal frameworks
- Liability protection: Members are shielded from personal liability for the association’s debts or obligations
- Regulatory clarity: Provides a clearer path to operate compliantly across jurisdictions
- Governance flexibility: Supports distributed ledger technology and consensus algorithms for decision-making
- Tax-exempt eligibility: May qualify for charitable organization tax exemptions
- Simplified obligations: Reduces individual member tax complexity
Operational compliance
DUNAs must comply with various regulatory requirements:
- No profit distribution: All revenue must be reinvested in the DAO’s mission
- Tax obligations: File tax returns and remit taxes as required
- AML/OFAC compliance: Screen for sanctioned individuals and entities
- KYC procedures: Conduct know-your-customer checks for grant recipients
- Reporting obligations: Maintain transparent governance and member rights documentation
Implementation in Nouns DAO
As part of the implementation of the Nouns DUNA, some changes were made:
- The fork mechanism was de facto disabled by setting the fork threshold to 100% of total supply
- A new Auction House V3 contract was deployed which forbids bids from sanctioned wallets
- A new Data V2 contract was deployed which adds an official onchain channel for communication between DUNA administrators and DAO members
- KYC process established for grant recipients, financial transaction counterparties and contractors/service providers
- The Nouns DUNA Bylaws were enacted via referendum
- Two DUNA admins were appointed
DUNA admins
Administrators are elected through DAO proposals and have specific, limited powers focused on compliance and legal oversight.
- Review DAO proposals for legal compliance and governing principles adherence
- Implement tax and sanctions compliance procedures
- Perform KYC for grant recipients & service providers
- Cannot vote on DAO proposals
Current administrators: