Wyoming
Wyoming wants to become the Delaware of DAOs with new crypto law for decentralized autonomous organizations
On Thursday, Wyoming’s Republican governor, Mark Gordon, signed into law the Decentralized Unincorporated Nonprofit Association Act, a landmark bill that establishes a framework for recognizing DAOs as legal entities.
Wyoming has long positioned itself as the friendliest state toward the crypto industry—not unlike Delaware’s attitude toward corporations—and the new law is the latest in a series of measures to attract blockchain firms to the Cowboy State. With support from a16z crypto, the legislation tackles one of the thorniest legal issues in the nascent sector: how to fit decentralized organizations into existing financial regulation.
In an exclusive interview with Fortune, state Sen. Chris Rothfuss, a Democrat and cochair of the Select Committee on Blockchain that sponsored the bill, said the measure reinforces Wyoming’s nation-leading approach to digital asset regulation as the federal government remains gridlocked.
“This DUNA legislation is just the most recent puzzle piece,” he said. “We wanted to make sure that we had the flexibility to figure out what the best practices and policies and use cases were in a legislature that was actually capable of being responsive and adaptive.”
The DAO problem
Decentralized autonomous organizations, or DAOs, are a unique structure born from the blockchain industry. Rather than deploying a traditional corporate structure, with a board of directors responsible for investors’ fiduciary interests, DAOs are composed of community members who vote on how to manage an organization, generally through holding governance tokens that are native to the group.
The concept may seem esoteric, but there have been high-profile instances in the past few years, including ConstitutionDAO, where people banded together in an attempt to buy one of the last remaining copies of the U.S. Constitution.
The novel structure has also created legal headaches for both crypto acolytes and regulators, most notably in an enforcement action by the Commodity Futures Trading Commission against Ooki DAO, which the agency charged with operating an illegal trading platform. In an unprecedented step, the CFTC held every token holder liable for the actions of the organization and served its members via a help chat box on the organization’s website.
“It is possible that DAOs are just the worst of all worlds: Their tokens are similar enough to corporate shares to be subject to securities laws, but different enough to create unlimited liability for their holders,” Bloomberg’s Matt Levine wrote at the time.
As Rothfuss told Fortune, Wyoming has a history of creating new rules around corporate structures, including becoming the first state to adopt the limited liability corporation, or LLC. Among its crypto initiatives, Wyoming also created a digital asset-focused banking charter called the Special Purpose Depository Institution, which took on national prominence after one charter holder, the Caitlin Long-led Custodia Bank, sued the Federal Reserve over being denied a master account.
Wyoming attempted to address DAO supervision previously with a 2021 law that created an LLC structure for the decentralized organizations. In an interview with Fortune, a16z crypto general counsel Miles Jennings explained that the framework created potential complications under securities laws, because the membership interests in LLCs—tokens, in this case—are generally considered securities. Furthermore, the Corporate Transparency Act, passed by Congress in 2021, required LLCs to report ownership—an impossibility for DAOs, some of which have hundreds of thousands of members scattered across the world. The 2021 legislation ultimately failed to attract DAOs to Wyoming.
DUNA
Instead of structuring DAOs as LLCs, the new law uses the model of unincorporated nonprofit associations, which means its purpose is not to generate profits for its owners—although it can still generate revenue and compensate DAO members.
Jennings explained why the new structure is necessary: It gives DAOs legal existence, it enables them to contract with third parties and appear in court, and it enables them to pay taxes and have limited liability from the actions of other members.
The structure would not prevent regulatory enforcement if DAOs break the law. Instead, it would allow the DAO to hire legal counsel and appear in court, and it would mean that every voting member of the organization wouldn’t necessarily be liable for the DAO’s actions—like how Enron shareholders weren’t held liable for fraud.
Jennings described DUNA as a “boon” for the government, as it would bring DAOs into the existing tax framework and generate revenue. The law attempts to circumvent the pesky question of whether crypto tokens should be considered securities, with DAOs having no directors, officers, or mission to maximize profits. Still, Jennings admitted that the structure may not escape the attention of the Securities and Exchange Commission, which has attempted to establish oversight over the vast majority of crypto assets.
The biggest challenge for Wyoming may be convincing existing DAOs—many of which reflect the “degen” spirit of rebellion endemic to the crypto industry—to adopt the new structure. Jennings said a16z crypto plans to work with portfolio companies on doing so and make it a condition for future investments.
“Some within the industry think that if you don’t subject yourself to the regulatory regime of a given jurisdiction that you’re somehow not subject to it,” Jennings told Fortune. “By doing that, you’re actually subjecting yourself to all jurisdictions.”
“If you want to provide for yourself all the legal protections that exist, for ordinary businesses, this is a much better way to achieving that,” he added.
Wyoming
Wyoming Gov. Mark Gordon won’t seek a third term. He won’t rule out running for other offices, either
(WYOFILE) – Wyoming Gov. Mark Gordon will not seek a third term, his office announced Thursday. However, the two-term Republican governor has not ruled out running for another office.
“He’s still kind of exploring his options,” Amy Edmonds, Gordon’s spokesperson, told WyoFile.
As candidates across Wyoming have announced bids for various statewide offices in recent months, Gordon has been tight-lipped about his own plans, leading to speculation that he would put the state’s gubernatorial term limits to the test.
In two opinions about a decade apart, the Wyoming Supreme Court ruled that term limits on legislators as well as on most top elected positions in the state were unconstitutional. While the high court has not addressed the qualifications for governor, it’s been widely suggested that a court challenge would be successful. Such was the discussion in 2010, when Democratic Gov. Dave Freudenthal ultimately chose not to seek a third term.
There’s also been speculation that Gordon may run for Congress, which he’s done in the past. In 2008, Gordon ran for the U.S. House of Representatives. He was ultimately defeated by Cynthia Lummis in the primary election. If Gordon seeks the seat in 2026, he’ll join a crowded field that has already attracted at least 10 Republicans. It’s possible he could also be eyeing a run for Wyoming’s soon-to-be open U.S. Senate seat — a choice that would pit him against Rep. Harriet Hageman, whom he defeated in the governor’s race in 2018.
Wyoming’s candidate filing period opens for two weeks at the end of May.
As for the rest of Gordon’s final term in the governor’s office, his “focus remains on essential pillars like supporting core industries, growing Wyoming’s economy, strengthening local communities and families, and safeguarding Wyoming’s vital natural resources,” according to the Thursday press release.
Starting in June, Gordon will set out on a series of community visits to “engage directly with citizens,” the release states, and is particularly interested in having discussions about “protecting our resilient property tax base that funds local services like education, fire protection, police services and others, as well as honoring local control, investing in our future through smart saving and continued stewardship of our wildlife, land, and water.”
The governor also pointed to the Aug. 18 primary election.
“You don’t have to be Governor to make a difference in Wyoming,” Gordon wrote. “Participating in elections is something all of us can do to make a real difference, and these conversations are important to have to ensure everyone makes informed decisions about the future of Wyoming.”
Whether Gordon will run for office is one lingering question — to what degree he will support other candidates is another.
In 2024, Gordon personally spent more than $160,000 on statehouse races, backing non-Wyoming Freedom Caucus Republicans who generally aligned with his positions on energy, economic diversification, mental health services and education.
While many of those races did not go Gordon’s way — the Freedom Caucus won control of the House — the governor is coming off a legislative budget session where lawmakers largely approved his proposed budget.
More specifically, the Legislature’s final budget came in about $53 million shy of the governor’s $11 billion recommendations after significant cuts were floated by the Freedom Caucus lawmakers ahead of the session. Many of those notable cuts — including to the University of Wyoming and the Wyoming Business Council — were ultimately rejected.
While Gordon applauded the final budget, he also said in March he was “saddened by some of the reductions,” including the Legislature’s decision to nix SUN Bucks, the summer food program that fills the gap for kids when there are no school lunches. Wednesday, however, the governor signed an executive order that will start delivering food benefits to Wyoming families as early as June.
Details for Gordon’s upcoming community visits will be posted to the governor’s website, according to the press release.
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Wyoming
(LETTERS) Wyoming Supreme Court judges, congressional responsibility, pregnancy and US involvement in the Middle East
Oil City News publishes letters, cartoons and opinions as a public service. The content does not necessarily reflect the opinions of Oil City News or its employees. Letters to the editor can be submitted by following the link at our opinion section.
Wyoming Supreme Court judge process better than federal’s
Dear Casper,
This letter is in response to Mr. Ross Schriftman’s letter to the editor from April 11. His opinion appears to be that the Wyoming process of selecting Wyoming Supreme Court justices is somehow flawed. Justices are selected through a merit-based assisted appointment process. When a vacancy occurs, a seven-member Judicial Nominating Commission recommends three candidates to the governor, who appoints one.
Appointed justices serve at least one year before standing in a nonpartisan retention election for an eight-year term.
The commission consists of the chief justice as chair/tie-breaker, three attorneys selected by the Wyoming State Bar and three non-attorneys appointed by the governor. The governor must select one of the three nominees provided by the commission to fill the vacancy.
After serving at least one year, justices stand for retention in the next general election. Voters cast a “yes” or “no” vote. If retained, the justice serves an eight-year term.
Candidates must be U.S. citizens, Wyoming residents for at least three years, licensed to practice law, and have at least nine years of legal experience. Justices must retire at age 70.
U.S. Supreme Court are appointed for life!
I would offer that the Wyoming process is superior to that of the U.S. Constitution. Voters are involved the process, which we are not at the federal level.
Wyoming justices can be impeached and removed from office by the state House of Representatives and Senate.
Michael Bond
Casper
Wyoming delegation must answer for President Trump’s Iran policy
Dear Casper,
Sent this to each of our Wyoming congressional delegates. I lived in Montana for years. These are the questions the Daily Montanan asked of their elected congressional representatives.
I ask the same questions of our Wyoming delegation. Montana got no answers. I doubt that we will either.
- President Donald Trump has continued to threaten to hit targets that would affect or kill civilians in Iran. Do you support his stated objectives and deadlines?
- Are you concerned that some of these targets could be construed as attacking civilians and therefore become war crimes?
- Do you have any concerns about wiping out an entire civilization, as Trump has threatened?
- If these are only rhetorical threats, what does that do to our stature in the world when we make threats, but don’t follow through with them?
- Polls have continued to show more than a majority of Americans do not support the efforts against Iran. Why do you support the effort?
- If you do not support the effort in Iran, at what point would you support Congressional intervention or oversight on the issue?
- Have you been briefed and do you believe that there are clear objectives in this war with Iran, and how can you communicate those with your constituents?
- The U.S. has repeatedly criticized Vladimir Putin and Russia for its invasion and treatment of the Ukrainian people and it sovereignty. How does that differ from America’s “excursion” into Iran?
- What is your message for Montanans who are seeing gas prices and the cost of living generally increase?
- Last week, President Trump said that America doesn’t have enough money for healthcare and childcare; further, those things must be left to the individual states in order to fund the military? Do you agree?
- President Trump continues to boost military budgets and request additional funding for the war in Iran. Do you support these?
Tami Munari
Laramie
Pregnancy is personal, not political
Dear Casper,
The recent Wyoming Supreme Court ruling, which affirmed abortion is health care, has caused some who disagree with the ruling to attack Wyoming’s judicial system.
In an opinion letter, candidate Ross Schriftman facetiously writes, “…our God-given First Amendment right of free speech does not apply when criticizing our fellow citizen judges.”
This is the first flaw in his logic because the Constitution was not written by God, therefore the right of freedom of speech was thought up and written by men. God is not the author nor guarantor of personal freedoms — our Constitution and judicial system are.
The second flaw in his argument references a letter signed by 111 professionally-trained, experienced, and well-respected Wyoming judges and attorneys explaining how the courts arrive at their rulings. It is illogical to claim we are all “citizen judges” because even though citizens have a constitutionally-guaranteed right to an opinion, it does not make every citizen a legal expert. The judges’ and attorneys’ excellent letter speaks for itself.
Mr. Schriftman claims the Supreme Court, “… create(d) an absurd definition of health care to include the intentional murder of pre-born human persons; something they did to justify overriding the equal protection clause… .” This logic is flawed because it is based on a conflation of an obsession with “pre-born human persons” and equal protection under the law.
There is significant disagreement on the issue of fetal personhood and who gets to determine it: the doctors? the lawyers? the pregnant woman? the anti-choice crowd?
Many understand and appreciate it has taken women almost 200 years to gain and keep Equal Protection Under the Law, and the disagreement over who is legally, materially, and morally responsible for a fertilized human egg has always been part this historical struggle. But it was the Roe v. Wade Supreme Court decision that finally established a constitutional right, for women and men, to private health care decisions and, since pregnancy is a health condition, that included abortion.
Even though it wasn’t explicit, Roe also effectively affirmed that bestowing of “personhood” is a private determination to be made by the pregnant woman and her God. But, sadly, here we are again, dealing with folks who mistakenly believe they have a right to interfere in someone else’s pregnancy.
The Rev. L Kee
Casper
Why does the U.S. keep troops in oil producing countries?
Dear Casper,
There are two facts that don’t ever seem to be considered by our government that cost us dearly.
Osama Bin Laden said the stationing of U.S. troops in the Middle East was the reason Al Qaeda attacked us on 9/11. Does the U.S. believe that the oil producing countries in the Middle East will only sell us oil if we force them to by stationing troops there? I’m not aware of any other countries that believe that.
The other fact is, the U.S. is the only country to ever use a nuclear weapon offensively. There are several countries that have nuclear weapons, including North Korea. The reason countries have been reluctant to use nuclear weapons is MAD, mutually assured destruction. Consequently, is it reasonable to expect Iran, should they develop a nuclear weapon, to attack the U.S., knowing that our superiority in nuclear capability would assure the complete destruction of their country? It clearly would be suicidal for them to do so.
But, just to be cautious, rather than destroying the entire country to deter Iran from acquiring a nuclear weapon, wouldn’t it make more sense to destroy their nuclear infrastructure?
Bill Douglass
Casper
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