Proposal #11
Towns Lodge (the “Association”) is established as an organizational framework for community engagement, collective decision-making, and innovation to pursue the common, nonprofit purpose of empowering people to create, curate and participate in online digital communities.
The Association was initially formed as a Wyoming Unincorporated Nonprofit Association (“UNA”) and became a Decentralized Unincorporated Nonprofit Association (“DUNA”) under Wyo. Stat. Title 17, Ch. 32 upon the execution of the $TOWNS airdrop and satisfaction of the one-hundred member requirement on August 5, 2025, with Token Governance activated on January 1, 2026. Pursuant to Article 8 of the Association Agreement, the Association may be dissolved upon a validly executed Governance Proposal.
This proposal authorizes an award grant of all $TOWNS Tokens held by the Treasury to the River Eridanus Association, in furtherance of the Association’s common, nonprofit purpose and in the ordinary course of its activities. The growth and development of the open-source Towns software protocol, the surrounding community, and the ecosystem continues to be advanced through the River Eridanus Association, and awarding the Treasury’s $TOWNS Tokens to the River Eridanus Association is the most effective application of the Treasury in furtherance of that purpose.
The award grant completes the application of the Association’s Treasury to its common, nonprofit purpose. Having completed its purpose, dissolution of the Association is an obvious and necessary step: upon completion of the award grant transfer, this proposal dissolves the Association and appoints Administrator Services LLC as the Administrator responsible for winding up the Association (the “Windup Administrator”) with all authority necessary to wind up and terminate the Association. This proposal constitutes the final Governance Proposal of the Association.
Article 5 of the Association Agreement expressly provides that Token Governance includes dispositions of the Association’s assets in furtherance of the Association’s common, nonprofit purpose, including funding decisions pertaining to the River Eridanus Association. In furtherance of that purpose, this proposal awards a grant of the undistributed $TOWNS Tokens held by the Treasury to the River Eridanus Association – the Swiss association established to directly or indirectly further the growth and development of the open-source Towns software protocol, the surrounding community, and the ecosystem – which will continue that mission.
The Association was formed to serve as the home of the decentralized governance of the Towns Ecosystem, providing liability protection to the participating $TOWNS token holders and making award grants from the Treasury in furtherance of the common, nonprofit purpose. With the Treasury applied through the award grant, the governance and grant-making functions the Association was formed to perform are complete, and continuing the Association would impose ongoing administrative obligations and costs without advancing its purpose. Accordingly, this proposal authorizes the dissolution of the Association pursuant to Article 8, Paragraph 1(a) of the Association Agreement and appoints Administrator Services LLC, a Member of the Association and subsidiary of Cowrie Pro, Inc., as Windup Administrator pursuant to Article 8, Paragraph 3(b) of the Association Agreement and Wyo. Stat. 17-32-126.
The award grant and the dissolution are separate and sequential actions authorized by this single proposal: the award grant is executed first, and, with the Treasury fully applied and no governance or grant-making function remaining, the dissolution follows as the subsequent step. Upon enactment of this proposal: (a) the award grant will be executed as described below; (b) upon completion of the award grant transfer, the Association is dissolved and continues in existence solely for the purpose of winding up; (c) no further Temp-Checks or Governance Proposals will be submitted, voted upon, or recognized; and (d) this proposal constitutes the final expression of the Association’s Governing Principles.
The windup period will run for six months from the effective date of dissolution (the completion of the award grant transfer described below) and will be automatically extended, without further governance action, until the final tax returns of the Association have been filed and accepted by the relevant taxing authorities and the Association’s bank account has been closed. The completion of the windup actions described in this proposal is referred to below as “Termination.”
Except as expressly provided below, all authorizations of authority granted or continued under this proposal expire upon Termination.
Award Grant to the River Eridanus Association
All $TOWNS Tokens held by the Treasury in the Association’s custody accounts at Anchorage Digital Bank are awarded to the River Eridanus Association as an award grant, to be used in furtherance of the growth and development of the open-source Towns software protocol, the surrounding community, and the ecosystem, in accordance with the River Eridanus Association’s articles of association. Upon transfer, the River Eridanus Association will have control over the awarded $TOWNS Tokens.
The transfer will be executed by the authorized signors – Ben Rubin and Fei Xiao (Rules Committee Commissioners) and David Kerr and Justin Childres (on behalf of Administrator Services LLC) – with the transaction requiring at least one signature from Administrator Services LLC and one from a Rules Committee Commissioner.
The transfer will be made to the account or wallet designated in writing by the River Eridanus Association. The River Eridanus Association is a Swiss association established under Articles 60 to 79 of the Swiss Civil Code. The award grant is made without any exchange of goods or services, to be applied by the River Eridanus Association in accordance with its articles of association.
The River Eridanus Association is solely responsible for all taxes, and any other similar payments, duties, and charges of any kind imposed by any governmental entity on it as a result of receiving the award grant.
This award grant is made in furtherance of the Association’s common, nonprofit purpose and in the exercise of the control over the undistributed $TOWNS Tokens conveyed to the Association under the Grant Letter dated January 28, 2025. Upon completion of the transfer, the Association will have fully performed its obligations under the January 28, 2025 Grant Letter.
Website Hosting and Vote Administration
The Association’s engagement with Agora – which included the DUNA info page and dashboard, the Governor Contract, hosting of the Association’s homepage, and related software services – is discontinued. From the enactment of this proposal, Cowrie Pro, Inc., through Administrator Services LLC and as part of its existing engagement agreement, will host the Association’s web domain (townslodge.com) and assume the related website responsibilities.
Following the discontinuation of Agora’s services, Administrator Services LLC administers the voting process for Governance Proposals (including any Temp-Check, the voting period, and the recordation of results) under its existing authorizations of authority as Rules Committee Administrator, utilizing the voting mechanics established in the Association’s Governing Principles.
Dissolution; Appointment of Windup Administrator
Upon completion of the award grant transfer described above, the Association is dissolved pursuant to Article 8, Paragraph 1(a) of the Association Agreement and continues in existence solely for the purpose of winding up.
Appoint Administrator Services LLC as Windup Administrator with all authority necessary or convenient to wind up and terminate the Association, including the authority enumerated in Article 8, Paragraph 3(b) of the Association Agreement to:
As the Windup Administrator will be exercising its judgment on behalf of the Association, the fiduciary duties of Care, Loyalty, and to Follow Instruction apply in all matters undertaken on behalf of the Association.
Administrator Services LLC waives any additional compensation for its services as Windup Administrator.
This proposal amends the existing authorization of Administrator Services LLC (Governance Proposal # 7) and the DUNA Administrator Services Engagement Agreement as follows: (a) the period of authorization and the term of the Engagement Agreement are amended to run through Termination; and (b) the provision requiring Administrator Services LLC, upon closure of the Association’s bank account, to transfer remaining funds in stablecoin to the DUNA Treasury is superseded, with remaining funds instead applied and distributed in the order set forth below.
In accordance with W.S. 17-32-126 and Article 8 of the Association Agreement, the winding up of the Association will proceed in the following order:
Final Tax Returns and Filings
David Kerr, as previously authorized by the existing authorizations of authority, will sign and file the final federal, state, and any other required tax returns of the Association and interact with the relevant taxing authorities on behalf of the Association, including closing the Association’s EIN account with the Internal Revenue Service upon the filing of the final return.
The Windup Administrator will complete all required tax information reporting for outbound dispositions and payments of the Association through Cowrie’s proprietary tax reporting tooling, which will remain in operation through Termination.
Vendor and Service Provider Relationships
The Windup Administrator is authorized to complete, terminate, settle, or allow to expire all agreements and accounts of the Association, including:
No Member Distributions
Consistent with Article 7 of the Association Agreement, which expressly prohibits the distribution of property to Members upon wind-up and termination on a per capita basis, no distributions of any kind will be made to Members or Administrators in connection with the windup and dissolution of the Association.
Digital Asset Custody
The signing authority over the Association’s digital asset custody accounts at Anchorage Digital Bank established under the existing authorizations of authority continues through completion of the windup and is authorized to execute the transactions described in this proposal, following which the custody accounts will be closed.
Rules Committee; Closure of Governance
The Rules Committee Commissioners’ and Rules Committee Administrator’s authorizations of authority continue solely for the purposes described in this proposal – including the three-day review of this proposal, the tax reporting intake tooling, and the execution of treasury transactions – and expire upon Termination, at which time the Rules Committee Commissioners and the Rules Committee Administrator are discharged.
Upon enactment of this proposal, no further Temp-Checks or Governance Proposals will be submitted, voted upon, or recognized, and any remaining governance infrastructure will be decommissioned.
Website During Windup; Trade Name, Intellectual Property, and Registered Agent
Cowrie Pro, Inc., through Administrator Services LLC, will continue to host the Association’s web domain (townslodge.com) through the windup period. During the windup period, the notice of dissolution and the Association’s governance record will be displayed on the website. Upon Termination, the web domain will be closed.
Upon Termination: the Association’s trade name registration will be withdrawn; the Association’s domain addresses will be allowed to lapse; and any remaining intellectual property of the Association will be abandoned.
DUNA Workspace Solutions LLC will continue to serve as Registered Agent of the Association through the windup period and will resign as Registered Agent upon Termination.
Records
Administrator Services LLC is appointed custodian of the records of the Association, including the archived governance record, financial statements, and tax filings, and will retain such records for seven years following Termination. Access to records remains subject to Article 9 of the Association Agreement.
Indemnification; Survival
The indemnification obligations of the Association under the Association Agreement and the existing authorizations of authority survive dissolution and are payable solely from the assets of the Association prior to the final distribution described in the winding up order above. Upon Termination, no assets of the Association will remain, and no further indemnification will be available.
The confidentiality provisions of the Association’s agreements and Article 12 of the Association Agreement (Governing Law; Class Action Waiver) survive dissolution and Termination.
DUNA Classification
If at any time during the windup the Association ceases to meet the requirements of a WY DUNA (including the one-hundred member requirement), the Association will be classified as a WY UNA per Article 8 of the Association Agreement, without any impact on the terms of this proposal or the Governing Principles.
This Governance Proposal is submitted pursuant to the Association’s Governing Principles: if submitted from a wallet that does not hold a Space Owner NFT, Space Membership NFT, or Node Operator NFT, a five-day Temp-Check requiring the support of 5% of the $TOWNS Tokens in circulation, followed by a seven-day voting period during which the proposal passes if a majority of votes affirm the proposal and 10% of the $TOWNS Tokens in circulation participate in the vote. Upon passage, this proposal is enacted upon the earlier of affirmation by the Rules Committee or the expiration of the three-day Rules Committee review period without reversion.
Award Grant to the River Eridanus Association; Windup and Dissolution of the Association
For / Against / Abstain