Proposal: Fund Nouns Foundation setup and 2022 operations
Why the Nouns Foundation?
Nouns was initially created as an experiment by 10 Nounders. Shortly after launch, it became clear that the idea had ‘product-market-fit’ and the Nounders collectively agreed that it would not be feasible or safe to have an on-chain organisation at Nouns’ projected scale without a real world counterpart to address potential legal and regulatory concerns.
Additionally, it would be unlikely that Nouns would succeed in building ‘the world’s largest open source brand’ without a legal entity to interface with non-crypto-native organisations. With the assistance of legal counsel and global tax advisors, the Nounders set out to create the Nouns Foundation. The Nouns Foundation permits the DAO to have (by proxy):
- Credibly neutral hosting for centralised infrastructure
- Lawyers and Accountants on retainer that work in the interests of the DAO
- A bank account and other fiat-based infrastructure
- A crypto-friendly jurisdiction to call home
What is the Nouns Foundation?
The Nouns Foundation is a Cayman Foundation Company:
Cayman Foundation Companies take the form of a traditional company limited by shares or guarantee but with certain characteristics of a civil law foundation. A Cayman Foundation Company is a body corporate with a legal personality distinct from its directors and other connected persons. As it does not normally have a shareholder or member Cayman Foundation Companies are considered effectively “ownerless”. Day-to-day management of a Cayman Foundation Company, including the investment of the foundation company’s assets, is conducted by its board of directors in accordance with its memorandum and articles of association.
The directors of the Nouns Foundation are obligated by its articles to ‘at all times act in the interests of the Foundation Company and its objects’. The objects for which the Nouns Foundation is established include facilitating the growth and development of the Nouns DAO and Nouns Protocol.
As a Cayman Foundation company, the Nouns Foundation has some special constraints:
The Nouns Foundation is not meant to accumulate wealth. Any amount sent to the foundation will be spent for the benefit of the ecosystem. Funds that are sent to the Nouns Foundation can’t be sent back to the DAO.
While we have no intention of winding up the Nouns Foundation, should it happen, the Foundation will have a named beneficiary that will receive its assets. This named beneficiary has not yet been selected but will be a charitable organisation that accepts cryptocurrency.
How was the Nouns Foundation Created
Who is currently on the Board of the Nouns Foundation
Noun 40 is the cofounder and CTO at Bitwise, a crypto specialist asset manager working to bridge crypto and traditional finance. Before Bitwise, Noun 40 served in the Korean military doing software security research.
A founder in the crypto space with an established record of tech leadership. Prior to crypto, he served as an executive at Lyft, working on Shared Rides, transit and micro-mobility.
Campbell is the founder of Silverside Management, and one of the founders of Provenance Ltd and has over 25 years’ experience in the financial services industry in the Cayman Islands, including 11 years as a VP at Goldman Sachs.
Vapeape is a technical entrepreneur and investor in the crypto space and has managed product and engineering teams building in CEX, DEX, L2 (Lightning), DeFi, staking, and MEV. Co-founder of Nouns.
4156 is an entrepreneur, investor, prominent NFT collector, and the ‘inventor’ of the Nouns protocol. He has been active in the crypto space since discovering Bitcoin in 2013.
Dom is an artist and entrepreneur. He is the creator of the NFT projects Blitmap, Loot, and Corruptions. In a previous life, he was the creator and founder of the short video app Vine.
We are in the process of appointing a second Cayman-based director
How did we select the board of directors?
The initial board members were selected for their integrity, proximity to the project, and a demonstrated track-record of entrepreneurship in the crypto space or expertise in the relevant jurisdiction.
What will director compensation look like?
In year one, directors will be compensated in line with fair market value for Cayman-based foundation directors. Each director will receive 30,000 USD equivalent for the first year of directorship, unless otherwise specified in a services agreement.
Should the DAO elect the board of the Nouns Foundation?
Given the complexity of initial Foundation setup, and time constraints related to creating the Foundation, the initial board was not elected by Nouns DAO.
The Foundation is requesting funding for 2022 with the current board of directors, and asking the DAO to evaluate our performance and use this information to determine a suitable process for board selection in 2023.
Proposed 2022 Budget:
Please note that this budget contains significant one-time setup costs.