Who Can Sign Contracts for a Wyoming DUNA?

Dustin Slade

5 days ago

6 min read

A DAO votes to hire a software-security firm. The proposal passes on-chain. The scope and budget are approved. The vendor sends over its services agreement.

Then comes an unexpectedly ordinary question: Who signs it?

A Wyoming DUNA can enter contracts in its own name. But being a token holder, voter, or member does not automatically give someone authority to bind it. Wyoming expressly says a member is not an agent of the DUNA solely because that person is a member.

The practical solution is to connect two different kinds of authority: governance decides what the DUNA will do; an appropriately authorized person carries that decision into the off-chain world.

For a decentralized organization, getting that connection right matters more than the signature itself.

A Governance Vote and a Signature Do Different Things

It helps to separate two questions that are easily collapsed.

First: Did the DUNA approve the transaction?

Second: Who has authority to act for the DUNA in carrying it out?

Wyoming's DUNA Act gives substantial flexibility on the first question. A DUNA may conduct governance partly or entirely through distributed-ledger technology. Its governing principles can include agreements, smart contracts, consensus algorithms, enacted governance proposals, and established practices.

The statute also supplies default voting rules. Unless the governing principles say otherwise, member approval is required for specified actions including selecting or dismissing an administrator, disposing of DUNA property, acting outside the ordinary course, and determining organizational policy and purpose.

That means an on-chain vote can have genuine organizational significance. It need not be an informal poll followed by a second “real” corporate vote.

But approval does not necessarily answer the second question.

A governance proposal saying “DUNA X shall enter a twelve-month security-audit agreement with Vendor Y for $200,000” establishes what the organization has decided. Vendor Y still needs someone on the other side of the signature block.

That is where authority to act becomes important.

A DUNA Member Is Not Automatically Its Agent

Wyoming answers one part of the problem unusually clearly.

As mentioned, Wyo. Stat. § 17-32-118 provides that a member is not an agent of a DUNA solely by reason of being a member.

That rule is important for both decentralization and liability. If every person entitled to participate in governance could automatically contract on behalf of the association, a DUNA with thousands of members would be nearly impossible to operate safely.

Owning the relevant governance interest therefore does not, standing alone, let someone call a vendor and commit the treasury to a three-year agreement.

Neither does voting for the proposal.

The authority has to come from somewhere else.

That “somewhere else” will ordinarily be the DUNA's governing principles, a governance action taken under them, a specific authorization, or ordinary agency law operating alongside the DUNA Act (e.g., such theories as apparent authority, estoppel, and ratification).

The point is not that decentralized governance lacks legal effect. It is almost the opposite.

The organization can reserve policy to decentralized governance precisely because execution can be delegated without giving the delegate the policy power.

Administrators Can Supply the Execution Layer

Wyoming's DUNA statute expressly contemplates administrators, but it does not require them.

An administrator is a person, whether or not a member, authorized by the membership to perform administrative or operational tasks at the membership's direction. If a DUNA selects no administrators, members do not become administrators by default.

More importantly, the statute provides that the rights and duties of an administrator are established as part of the authorization giving that administrator authority to act.

That permits a fairly narrow role.

A DUNA could authorize an administrator to obtain an EIN, file tax returns, maintain accounting records, execute governance-approved vendor agreements, or operate particular financial accounts. Nothing about that authorization necessarily gives the administrator discretion to decide which vendors the DAO hires, how much the DAO spends, or what policies it adopts.

That separation is useful.

A DAO does not have to choose between two unattractive extremes: requiring thousands of token holders to somehow sign a contract, or handing broad corporate-style managerial power to a centralized board.

It can let members decide and an administrator execute.

DUNI Shows What This Can Look Like

Uniswap Governance's DUNI structure provides a public example.

When Uniswap Governance adopted a Wyoming DUNA in 2025, it did not simply appoint someone “manager” and hand over the keys. Its governance proposal approved an Association Agreement, an Administrator Agreement with Cowrie, a separate limited administrator authorization, and a Ministerial Agent Agreement with the Uniswap Foundation.

The proposal described Cowrie's role as carrying out specified compliance, financial, and reporting functions. The Uniswap Foundation's Ministerial Agent role likewise existed to perform defined operational functions implementing governance decisions.

The proposal was explicit that these roles did not transfer discretionary policymaking authority away from Uniswap Governance.

That structure has since been used for real transactions. In connection with the later UNIfication proposal, DUNI and Uniswap Labs entered a services arrangement after a governance process in which an authorized committee negotiated the agreement and the final transaction was submitted through governance.

The useful lesson is not that every DUNA needs DUNI's particular structure.

It is that decentralized approval and centralized execution are not opposites when the executor's authority is bounded by the approval.

The Governing Principles Should Connect the Two Layers

The hard drafting question is therefore not simply, “Who is authorized to sign?”

It is: What makes the signature authorized?

Suppose a DUNA's agreement says an administrator may execute any contract approved by governance. A proposal then approves Vendor Y, a maximum price of $200,000, and a one-year term.

The administrator's authority is relatively easy to trace:

governing principles → valid governance proposal → defined administrator authority → signature.

Now change the facts. Governance approves “up to $200,000 for security work,” without selecting a vendor or approving commercial terms. Can the administrator choose Vendor Y? Negotiate an indemnity? Agree to New York law? Commit to automatic renewal?

Those are not blockchain questions. They are authority questions.

A useful governance structure therefore defines not merely who can sign but how much discretion accompanies the signature. An administrator might be authorized only to execute a substantially final agreement approved by governance. Another might have authority to negotiate within specified economic limits. A ministerial agent might be allowed to perform implementation tasks but expressly prohibited from making policy decisions.

The right answer depends on what the organization is trying to decentralize.

Smart-Contract Execution Does Not Eliminate the Problem

Some DAO transactions need no handwritten or electronic signature at all.

A successful proposal may cause a smart contract to transfer tokens, modify protocol parameters, or execute another on-chain action automatically. Wyoming expressly permits DUNA governance through smart contracts and distributed-ledger technology.

That can collapse approval and execution into the same event.

But it does not eliminate off-chain authority.

The DUNA may still need to retain an accountant, sign an insurance policy, respond to litigation, open an account, license intellectual property, engage a developer, or make representations to a counterparty. The fact that its treasury is governed perfectly on-chain does not tell a bank who can complete its paperwork.

Real property makes the distinction especially visible. Wyoming requires a DUNA transferring an interest in real property to record a statement of authority identifying the person authorized to make the transfer and the organizational action, procedure, or vote that created that authority.

The statute is effectively asking for the chain of authority in public.

Other contracts may not require that filing, but the underlying organizational question is much the same.

Counterparties Need an Answer They Can Verify

There is also a practical reason to make authority legible.

The vendor usually does not want to become an expert in the DAO's governance system before signing a contract.

It wants reasonable evidence that the person signing for the DUNA can bind it.

For a conventional corporation, that question is familiar: an officer title, board resolution, incumbency certificate, or organizational document may supply the answer.

A DUNA may instead point to an association agreement, administrator authorization, governance proposal, smart-contract record, or some combination of them.

That can work. But the chain should be understandable to someone who did not build the protocol.

A governance system designed only to prove legitimacy to insiders may be surprisingly difficult to use when the organization encounters an ordinary counterparty.

Authority Should Follow the Decision, Not Replace It

A Wyoming DUNA is designed to let a decentralized association exist as a legal entity without pretending that its governance works like a conventional corporation.

That does not mean nobody can speak for it.

It means the distinction between speaking for the organization and deciding for the organization can be made explicit.

A member does not automatically bind the DUNA. An administrator does not automatically receive general managerial power. Governance can retain the substantive decision while authorizing a person to perform the resulting off-chain act.

For a DUNA entering contracts, the most important document may therefore not be the signature page. It is the authority chain behind it.

The signature should be the last step in the governance decision, not a substitute for one.

The above analysis reflects Wyoming's DUNA Act as amended effective July 1, 2026. DUNI is used only as a public implementation example; its particular agreements and governance arrangements are not statutory requirements.