Summary

Syndicate Network Collective (the “Association”) is established as an organizational framework for community engagement, collective decision-making, and innovation to pursue the common, nonprofit purpose of providing a foundation for community-aligned platforms to reshape how participation and contribution is valued on the internet.

The Association is a Wyoming Unincorporated Nonprofit Association that has elected treatment as a Decentralized Unincorporated Nonprofit Association (“DUNA”) under Wyo. Stat. Title 17, Ch. 32. Pursuant to Article 8 of the Association Agreement, the Association may be dissolved upon a validly executed Governance Proposal.

This proposal dissolves the Association, 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, provides for the disposition of the Treasury and remaining assets, and constitutes the final Governance Proposal of the Association.

Purpose

This proposal outlines and authorizes the dissolution of the Association pursuant to Article 8, Paragraph 1(a) of the Association Agreement and the appointment of 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.

Upon enactment of this proposal (including the expiration or affirmation of the three-day Rules Committee review period per Article 5 of the Association Agreement): (a) the Association is dissolved and continues in existence solely for the purpose of winding up; (b) no further Temp-Checks or Governance Proposals will be submitted, voted upon, or recognized; and (c) this proposal constitutes the final expression of the Association’s Governing Principles.

Term

The windup period will run for six months from enactment 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.

Proposal Detail

Appointment of Windup Administrator

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:

1. preserve the Association’s operations and property as a going concern for a reasonable time;
2. prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
3. transfer the Association’s property;
4. settle disputes by mediation or arbitration; and
5. perform all other acts necessary or appropriate to the winding up of the Association.

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 Engagement Agreement between the Association and Administrator Services LLC dated September 16, 2025 (authorized by Governance Proposal # 2) as follows: (a) the term of the Engagement Agreement is 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 – remaining funds will instead be applied and distributed as described under “Order of Windup; Distribution Waterfall” below.

Final Tax Returns and Filings

David Kerr is authorized to sign and file the final federal, state, and any other required tax returns of the Association and to 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 (including distributions to charitable recipients) through Cowrie’s proprietary tax reporting tooling, which will remain in operation through Termination. Recipients of funds remain subject to the tax reporting intake requirement of Article 5 of the Association Agreement.

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:

1. the Master Services Agreement with Agora (Governance Proposal # 6) – provided that, prior to termination, the full governance record of the Association (proposals, Temp-Checks, and voting history) will be exported and archived;
2. the Master Custody Services Agreement with Anchorage Digital Bank (Governance Proposal # 5) – following the disposition of all digital assets described in this proposal, the custody accounts will be closed;
3. the bank account maintained with Meow (Cross River Bank) (Governance Proposal # 7) – which will remain open through the filing and acceptance of the final tax returns and the payment of final expenses, and will be closed thereafter;
4. the Master Services Agreement with DevCo (Governance Proposal # 8) – DevCo’s authorization to implement changes to the protocol (Governance Proposal # 9) terminates upon completion of the protocol finalization actions described below;
5. the grant agreements authorized under Governance Proposal # 4 – any undisbursed amounts are to be completed, settled, terminated, or allowed to expire in accordance with their terms and the fifteen-day tax reporting intake requirement of Article 5 of the Association Agreement; and
6. any other vendor, service provider, or subscription relationships of the Association.

Order of Windup; Distribution Waterfall

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:

1. written notice of dissolution will be provided directly to known creditors and claimants, with a date by which to present claims, and notice of dissolution will be posted on the Association’s website;
2. all debts, obligations, and liabilities of the Association will be discharged, including final vendor payments, taxes, and filing fees, and the Windup Administrator will maintain a reserve for contingent and unknown liabilities until the final tax returns have been filed and accepted;
3. digital assets other than the $SYND token will be liquidated or converted as needed to satisfy the obligations of the Association;
4. the $SYND tokens held by the Treasury will be transferred to the burn address as described under “Treasury Disposition; No Member Distributions” below;
5. the final tax returns will be filed and, upon their acceptance by the relevant taxing authorities, the Association’s bank account will be closed; and
6. in the event any funds remain after the discharge of all obligations of the Association (none are expected), such funds will be distributed to one or more charitable organizations organized in Wyoming and recognized under Section 501(c)(3) of the Internal Revenue Code, selected at the discretion of the Windup Administrator, without earmarks and subject to each recipient completing the tax reporting intake.

Treasury Disposition; No Member Distributions

All $SYND tokens held by the Treasury will be transferred to the burn address 0x000000000000000000000000000000000000dEaD, permanently removing them from circulation.

No distributions of any kind will be made to Members or Administrators in connection with the windup and dissolution of the Association. Any right of a Member to a distribution at windup and dissolution under Article 4 of the Association Agreement is expressly waived and extinguished by this proposal.

Digital Asset Custody; Protocol Finalization

The signing authority over the Association’s digital asset custody accounts established under Governance Proposal # 10 (Justin Ridgely, Ian Lee, David Kerr, and Justin Childres, with three of the four signatures required) continues through completion of the windup and is authorized to execute the transactions described in this proposal.

The Rules Committee’s authority to maintain the Association’s domain addresses and .eth addresses within a multi-sig continues through completion of the windup.

This proposal authorizes the final changes to the smart contracts comprising the Syndicate Network: the administrative keys will be burned and the protocol rendered immutable. Upon completion of these actions, no party will retain the ability to modify the protocol. This proposal does not replace any party empowered to execute changes to the smart contracts within the meaning of Article 13 of the Association Agreement – all such authority is extinguished, not replaced – and this proposal is accordingly subject to the standard Temp-Check and voting requirements of Article 5.

Committees; Closure of Governance

The Growth Committee’s authorization of authority (Governance Proposal # 11) terminates upon enactment of this proposal, and no further partnership, grant, or award funding will be approved or disbursed except as required to settle existing obligations.

The Rules Committee’s authorization of authority (Governance Proposal # 10) continues solely for the purposes described in this proposal and expires upon Termination, at which time the Rules Committee Commissioners and the Rules Committee Administrator are discharged.

Website, Intellectual Property, and Registered Agent

Cowrie Pro, Inc. will host the Association’s web domain for the duration of the windup period, during which the notice of dissolution will be displayed. Upon Termination, the web domain will be closed.

Upon Termination: the Association’s trade name registration will be withdrawn; the Association’s domain addresses and .eth 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 enacted Governance Proposals survive dissolution and are payable solely from the assets of the Association prior to the final distribution described under “Order of Windup; Distribution Waterfall” 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.

Vote

This Governance Proposal is submitted pursuant to Article 5 of the Association Agreement: a five-day Temp-Check requiring the support of 5% of the $SYND 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 $SYND 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.

Windup and Dissolution of the Association

For / Against / Abstain