Does a Wyoming DUNA Need an Operating Agreement?
A Wyoming DUNA does not need an “operating agreement” in the same sense as a conventional LLC. Wyoming uses a broader concept: the DUNA's governing principles.
Those governing principles can include a written association agreement, but they can also include smart contracts, consensus mechanisms, enacted governance proposals, and established practices. In other words, Wyoming does not require a DAO to copy its entire governance system into a traditional legal document before the law will recognize it.
That does not mean a DUNA should have nothing in writing.
The better question is not whether the DAO needs an operating agreement. It is which rules belong in a durable written agreement, which belong on-chain, and what happens when the two interact.
A DUNA Starts With an Agreement, but Not Necessarily a Traditional One
The terminology matters.
A Wyoming DAO LLC is still an LLC. Its statute therefore speaks in familiar LLC terms, including articles of organization and an operating agreement.
A DUNA is different.
Wyoming defines a DUNA as an unincorporated nonprofit association with at least 100 members joined by mutual consent under an agreement for a common nonprofit purpose, provided the association has elected into the DUNA Act and is not already formed under another organizational law.
So there is an agreement requirement.
But Wyoming expressly says that agreement may be written or inferred from conduct.
More importantly, the statute does not then require all of the association's governance rules to be placed in one document called an operating agreement.
Instead, it uses the term “governing principles.”
That is a much larger box.
“Governing Principles” Can Exist in Several Places
Under the DUNA Act, governing principles include the agreements governing the DUNA and its members and administrators. But the definition expressly reaches beyond conventional documents.
It can include:
- a DUNA or association agreement;
- smart contracts;
- consensus-formation algorithms;
- enacted governance proposals; and
- established practices.
The governing principles can be contained in a record, implied from established practices, or both.
That structure is unusually well suited to an existing DAO.
Suppose a protocol has operated for four years. Governance occurs through token voting.
Proposal thresholds and quorum are embedded in smart contracts. Delegation follows established rules. Successful proposals execute through a timelock. Treasury transactions require a multisig after governance approval.
Requiring that DAO to replace all of those systems with a 70-page agreement would miss the point.
Wyoming instead permits the legal governance architecture to recognize the systems the DAO already uses.
But that creates another problem.
If the DUNA's governing principles can exist in five different places, someone needs to
know which rule controls when those places disagree.
The Written Agreement Can Be the Map
That is where a written DUNA agreement becomes useful.
Its job does not have to be reproducing every smart contract, governance procedure, and historical practice in prose. In many cases, doing so would make the document less accurate rather than more accurate. Code changes. Governance proposals amend earlier proposals. Protocols migrate. Addresses change.
A written agreement can instead establish the legal architecture connecting those systems.
For example, it can identify:
- who qualifies as a member;
- what establishes a member's voting interest;
- which governance contracts constitute recognized governance infrastructure;
- how governance proposals become binding organizational decisions;
- how the DUNA adopts amendments;
- who may perform administrative or operational functions;
- what happens if a smart contract is replaced or compromised; and
- what happens if membership falls below the statutory DUNA threshold.
- how conflicts among documents, code, proposals, and practices are resolved.
That last category—precedence—deserves more attention than it usually receives.
The last of those questions—how conflicts among documents, code, proposals, and practices are resolved—deserves particular attention.
A DUNA may have several recognized sources of governing principles. That makes it useful to establish an order of precedence: which source controls when two of those rules point in different directions?
Imagine that the written agreement says proposals require a particular quorum, but a later governance proposal changes the on-chain quorum. Which controls?
Or the agreement identifies one governance contract, but the DAO later migrates to another.
Or years of consistent governance practice conflict with language left in an older document.
Wyoming's broad definition of governing principles is valuable because it lets all of these things matter. The same breadth makes it useful to establish how they fit together.
The written agreement can be the map without pretending to be the territory.
Some Things Are Better Put in a Record
There is another reason not to reduce the answer to “Wyoming recognizes code, so no written document is necessary.”
The statute sometimes gives special significance to governing principles that are in a record.
For example, recorded governing principles can limit or eliminate an administrator's liability to the DUNA or its members for monetary damages, subject to statutory exceptions.
Recorded governing principles can also broaden or limit the statutory right of indemnification.
Those provisions make practical sense.
If an administrator is going to rely on a liability limitation after being sued, that protection should not depend on reconstructing an unwritten governance practice from Discord messages and three years of wallet activity.
Other matters may not technically require a written record but still benefit from one.
Consider administrator authority. Wyoming does not require a DUNA to have an administrator. If administrators are selected, their rights and duties are established as part of the authorization giving them authority to act.
A DAO can leave that authorization scattered among governance proposals.
But if an administrator needs to sign a contract, obtain an EIN, communicate with an accountant, deal with a bank, or retain counsel, a short document explaining the administrator's authority may be considerably more useful than telling the counterparty to inspect a governance forum.
On-chain governance and readable legal documentation solve different problems.
The Agreement Should Not Quietly Centralize the DAO
There is a trap on the other side.
Once lawyers begin drafting an agreement, the natural instinct is to make it look like a familiar corporation or LLC.
Someone becomes effectively the board. Someone gets broad management authority.
Governance receives a list of reserved powers. The document becomes internally coherent.
It may also cease to describe the DAO.
The DUNA statute does not require administrators at all. And when administrators exist, Wyoming defines them as people authorized to perform administrative or operational tasks at the direction of the membership.
That leaves room for a genuinely decentralized structure in which governance makes substantive decisions and administrators implement them.
A written agreement should therefore describe where authority actually resides rather than importing centralized governance merely because centralized governance is easier to draft.
The same principle applies to treasury control.
If token holders decide how treasury assets are used and a multisig merely executes approved transactions, the documents should distinguish those roles. Giving multisig signers broad contractual “management authority” because they possess signing keys can turn a technical control mechanism into something legally different.
The document should follow the governance structure, not redesign it accidentally.
DUNI Shows the Hybrid Approach
Uniswap Governance's DUNI provides a useful public example.
When Uniswap Governance adopted a Wyoming DUNA structure in 2025, it approved a written Association Agreement. But that agreement did not replace Uniswap's existing on-chain governance system.
The structure was deliberately hybrid.
The Association Agreement supplied a conventional legal layer. On-chain governance remained the primary decision-making mechanism. Separate documents defined the authority of an administrator and a ministerial agent. Governance proposals continued to make organizational decisions.
That is much closer to what Wyoming's statute contemplates than either extreme.
The choice is not: paper agreement or smart contract.
It is: what should the paper establish, and what should the blockchain establish?
A DAO with mature on-chain governance may need less operational detail in its written agreement than an organization whose governance mostly occurs informally. A newly formed association may benefit from documenting more because there are fewer established practices to fill the gaps.
A Useful DUNA Agreement Answers the Questions Code Does Not
Smart contracts can be exceptionally precise about things software can observe.
They can determine whether a wallet holds sufficient voting power, whether quorum was reached, whether a voting period has expired, and whether a transaction may execute.
They are less useful at answering questions such as:
What is the DUNA's nonprofit purpose?
What constitutes membership if governance rights can be delegated?
What legal authority does an administrator have?
What happens when complying with an approved transaction would violate applicable law?
Which rules control if an enacted proposal conflicts with an older agreement?
What happens after a governance exploit?
Who can retain counsel when litigation requires a response tomorrow but the governance cycle takes a week?
Those are not defects in blockchain governance. They are questions at the boundary between the blockchain and the legal world.
That boundary is where the written agreement earns its keep.
The Point Is Not to Put Everything on Paper
So, does a Wyoming DUNA need an operating agreement?
Not in the conventional LLC sense.
It needs the agreement necessary to satisfy the statutory definition, and it necessarily operates under governing principles. Wyoming deliberately permits those principles to be distributed across agreements, smart contracts, governance proposals, algorithms, and established practices rather than forcing the entire organization into one document.
But statutory flexibility is not the same thing as a reason to avoid documentation.
For many DAOs, a written association agreement serves a more useful function than a traditional operating agreement ever could. It identifies the organization, establishes the legal rules that need durable expression, recognizes the DAO's actual governance machinery, allocates off-chain authority, and explains how the pieces relate.
The objective is not to translate the blockchain into legal prose.
It is to make clear how the blockchain and the legal entity form one organization.
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