Title: Establish the SaucerSwap DAO as a Wyoming DUNA
Author(s): SaucerSwap Labs
SaucerSwap Voting Interface: TBA
Related Discussions: Establish the SaucerSwap DAO as a Wyoming DUNA [RFC]
Submission Date: 2026-02-01
Summary
This proposal recommends forming a Wyoming Decentralized Unincorporated Nonprofit Association (DUNA) as the legal wrapper for the SaucerSwap DAO. The goal is to make the DAO its own legal entity, strengthening token-holder control and legal clarity around DAO-governed funds and DAO-governed decisions, including grants, CEX listings, incentive emissions, and other initiatives designed to benefit SAUCE holders and the protocol.
Estimated professional costs: US$60,000–80,000 (legal + registration + implementation workstreams).
Abstract
A DUNA is a purpose-built legal wrapper intended to support decentralized governance and allow a DAO to exist as a standalone entity that can hold assets, enter agreements, and administer DAO programs. By establishing the SaucerSwap DAO as a DUNA, the DAO treasury and DAO-directed economic flows can be administered by a dedicated DAO entity, with execution of token-holder governance outcomes carried out through defined administrative processes.
Motivation
Stronger token-holder control over DAO funds
SAUCE holders already govern the DAO’s treasury and incentive outcomes. A DUNA formalizes the DAO as the entity administering those assets, improving legal certainty and operational enforceability of governance decisions.
Clearer separation of responsibilities
The DAO can independently administer grants, listings, incentives, and protocol-aligned spending under token-holder governance, without being housed within an operating entity.
Improved credibility for DAO-funded programs
A formal DAO entity improves the DAO’s ability to engage counterparties and run sustained programs (grants, listings, audits, contributor funding, partnerships) under clear governance authority.
Specification & Rationale
Scope: what the DUNA will encompass
| Item | Details | Context |
|---|---|---|
| DAO Treasury | DAO treasury (~US$1.1M) | Mix of SAUCE, ETH and USDT |
| Emissions Governance | Future SAUCE token emissions and any protocol token rewards (ex. HBAR). | Allows SAUCE holders to govern emissions and reward programs. |
| DAO Program Funding | DAO-directed portion of fee-switch flows (1/6 fee-switch) | The DAO governs the portion of fee-switch value allocated to DAO purposes (e.g., grants, listings, audits, incentives), with execution administered via DUNA processes consistent with approved proposals. |
| DAO Revenue | Protocol wHBAR program revenues (if any) | Any retained portion is administered as DAO revenue, subject to DAO governance over use. |
| DAO Revenue | Protocol fee flows (e.g., deposit fees for v1 LP positions, mint fees for v2 LP positions, pool create fees) | Administered by the DAO for protocol-aligned purposes under governance. |
Governance administration and execution
To operationalize token-holder governance outcomes, the DUNA will designate an administrative body to carry out approved proposals in an accountable, industry-standard way:
-
Initial Administrators / Directors: The DUNA will be administered by a board comprised of Peter Campbell and Markus Bergvinson (the “Administrators”). Their role is to implement and administer approved DAO governance outcomes, including treasury disbursements, program execution, counterparty contracting, and other actions explicitly authorized by token-holder votes.
-
Fiduciary-style mandate (practical framing): Administrators act as stewards executing DAO-approved mandates, and are accountable to the DAO through transparency and governance-defined controls (e.g., reporting, signer rotation, removal/replacement processes as defined in the governing principles).
-
Execution controls: All treasury actions remain subject to DAO-approved scopes and reporting requirements (e.g., TXIDs, per-draw memos, disclosures), with administrators limited to executing within those boundaries.
Ongoing development and maintenance
-
Service relationship: The DUNA will continue to contract SaucerSwap Labs to maintain, support, and develop the SaucerSwap protocol and related DAO-directed initiatives, consistent with DAO governance approvals.
-
Funding mechanism: Where governance approves DAO-funded development, the DUNA can make payments or grants for development work under clearly defined scopes, budgets, and reporting.
Budget & Cost Estimate (Professional Fees)
Estimated total: US$60,000–80,000.
Expected coverage:
-
Formation + DUNA governing principles aligned to token-holder governance
-
Treasury administration procedures and execution controls
-
DAO program policies (grants, listings, incentive administration, contributor funding)
-
Registered agent/service-of-process setup and ongoing compliance scaffolding
-
Operational templates (board/admin resolutions, signing policies, reporting format)
Pros
-
Bullish for token holders: the DAO becomes its own entity with clearer legal control over DAO-governed funds and DAO programs.
-
Stronger enforceability of governance: token-holder votes map more directly to actions executed by the DAO entity.
-
More credible treasury operations: grants, listings, audits, incentives, and partnerships can be executed under a DAO entity framework with defined authority and reporting.
-
Better counterparty readiness: the DAO can contract, receive services, and administer programs through a recognized entity structure.
Cons / Risks
-
Cost: US$60–80k is meaningful relative to treasury size.
-
Operational overhead: formal administration, documentation, and compliance processes.
-
Jurisdictional limits: entity formation improves clarity but does not eliminate broader regulatory/tax uncertainty across jurisdictions.
-
Execution risk: requires careful drafting so on-chain governance and off-chain administration remain consistent and predictable.
Voting Options
YES — Approve
Approve forming a Wyoming DUNA as the legal wrapper for the SaucerSwap DAO. Authorize up to US$80,000 for legal/registration/implementation costs, paid from the DAO treasury. Establish initial DUNA administrators (Peter Campbell, Markus Bergvinson) to administer and implement token-holder governance outcomes within the bounds of approved proposals and required transparency. Authorize the DUNA to contract SaucerSwap Labs for ongoing protocol maintenance and development as approved through DAO governance.
NO — Reject
Do not form a DUNA at this time; maintain the current structure.
ABSTAIN
No position.