Treasury Control for a Wyoming DUNA: Key Considerations

In June 2026, the ENS DAO's governance forum took up a proposal that would hand its Foundation Board administrative control over the DAO's operational wallet, its ENS token holdings, and a roughly $65 million Endowment Safe. One Security Council member called it, plainly, "the equivalent of treasury capture by ENS Labs." Nobody disputed that the Foundation needed some authority to function. The fight was over how much, checked by whom, and for how long, which is exactly the question every DUNA has to answer at formation, usually with far less scrutiny than ENS received in public.

This piece covers three things: what Wyoming's DUNA Act contemplates when a "Foundation Board" like ENS DAO's (an "administrator" body, in Wyoming's statutory terms) holds treasury authority; why the statute's thin default duties mean you cannot count on fiduciary law to police the arrangement later; and the drafting levers available to calibrate authority before, not during, a controversy.

Members, Administrators, and a Statute That Declines to Pick a Structure

Wyoming's Decentralized Unincorporated Nonprofit Association ("DUNA") Act, Wyo. Stat. § 17-32-101 et seq., contemplates two distinct roles: members, and "administrators." As amended effective July 1, 2026, an administrator is a person (whether or not a member) authorized by the membership to fulfill administrative or operational tasks at the direction of the membership. That last clause is worth sitting with: the Act's picture of an administrator is closer to an agent executing the membership's direction than to a board exercising independent business judgment.

The statute does not require a DUNA to centralize treasury authority in an administrator body, and it does not forbid it either. The choice (and related decisions) is written into the DUNA's "governing principles," a term the Act defines broadly enough to cover agreements, smart contracts, consensus-formation algorithms, and enacted governance proposals, whether recorded in writing or implied from established practice. So under Wyoming's statute, an administrator body with discretionary spending power (the role ENS's Foundation Board would have occupied if formed and governed under Wyoming law) is not a statutory default. It is an election someone can draft in, and it can be drafted suit your DUNA's circumstance.

The Duty You Are Not Getting By Default

Here is the part easy to miss until it matters: DUNA members owe no fiduciary duty to the association or to each other solely by virtue of membership. The only baseline obligation running between them is the implied contractual covenant of good faith and fair dealing. That is a deliberately thin standard.

It is tempting to read that as a DAO-specific gap. It is not. Wyoming's LLC Act says the same thing about members of a manager-managed LLC. Wyo. Stat. § 17-29-409(g)(v). The DUNA member disclaimer is unremarkable.

The comparison that matters is between a DUNA administrator and an LLC manager. In a manager-managed Wyoming LLC, the § 17-29-409 duties of loyalty and care apply to the manager. Chapter 32 imposes no equivalent general package on a DUNA administrator.

The practical upshot: if your governing principles are silent on how administrator authority over the treasury is checked, you are not falling back on some robust fiduciary safety net. You are falling back on background principles of law and equity, and on whatever a court eventually makes of them. Your formation documents have to do that work, because nothing else will.

Drafting the Power of Attorney You Are Actually Granting

Handing a Foundation Board discretionary treasury authority is, functionally, executing a power of attorney, albeit the DUNA version of one. And the first thing worth knowing about a power of attorney is that "broad and irrevocable" is the riskiest combination available, not the most efficient one.

Some useful levers to bake in would therefore include: spending caps that require a broader member vote above a threshold; a veto or cancellation right held by a body genuinely independent of the administrator(s); a timelock long enough that the DAO can react before funds move, not after; and a sunset or periodic reauthorization requirement, so authority expires rather than compounding indefinitely.

ENS is instructive on the sequencing. The version adopted in August carried a nine-day timelock and a Security Council cancellation right, but those appeared after the treasury-capture objection, not before it—they were concessions the controversy produced rather than safeguards the original design carried. Which is the whole point: these levers are far easier to install while you are drafting than in the middle of a governance fight.

*Status update: ENS's "Next Era" proposal was adopted on August 11, 2026, in a form materially narrower than the June proposal referenced above.

The Point

A DUNA has to give someone authority to move money; that is not optional; you cannot govern a treasury by committee vote on every transaction. What is optional is whether that authority is general or special, durable or time-limited, checked by an independent body or by nobody at all, and whether your members find out which one they picked before a controversy forces the answer into public view, or after. Write the calibration into your governing principles at formation. Renegotiating a power of attorney is always harder once someone is already holding it.

Sources

1. ENS DAO Governance Forum, "Next Era of ENS DAO: Empowering the ENS Foundation" (June 19, 2026), https://discuss.ens.domains/t/temp-check-next-era-of-ens-dao-empowering-the-ens-foundation/22175 (source of the quoted objection); and "Next Era of ENS DAO: Empowering the ENS Foundation," https://discuss.ens.domains/t/draft-executable-next-era-of-ens-dao-empowering-the-ens-foundation/22329 (adopted version).

2. Wyoming Decentralized Unincorporated Nonprofit Association Act, Wyo. Stat. § 17-32-101 et seq. (2024 Wyo. Sess. Laws ch. 50; SF0050, SEA No. 23, signed Mar. 7, 2024, eff. July 1, 2024).

3. Wyoming DUNA Act, "governing principles" definition, Wyo. Stat. § 17-32-102(a)(vii).

4. Wyoming Limited Liability Company Act, default standards of conduct (duty of loyalty, duty of care), Wyo. Stat. § 17-29-409, including subsection (g)(v).

5. Wyoming DUNA Act, administrator liability-limitation provision, Wyo. Stat. § 17-32-123(d).

6. 2026 Wyo. Sess. Laws ch. 25 (SF0022, SEA No. 21, signed Mar. 4, 2026, eff. July 1, 2026), amending numerous provisions of the DUNA Act, including the definition of "administrator" at Wyo. Stat. § 17-32-102(a)(i).