The operating agreement is the constitutional document of a Wyoming DAO LLC. It sets governance rules, treasury handling, member rights, and amendment procedures. Wyoming law (§17-31) requires specific elements — missing them can make the operating agreement legally unenforceable in a dispute.
Required Elements Under §17-31
- Management mode declaration — must match Articles of Organization (algorithmic or member-managed).
- Smart contract identifier(s) — governance contract addresses, publicly verifiable.
- Voting mechanics — token class, weighting, quorum, majority thresholds.
- Amendment procedure — what threshold changes the operating agreement itself.
- Membership rights and restrictions — default is freely transferable per §17-31-114 unless restricted.
- Dissolution triggers — algorithmic (smart contract deadman switch) or manual.
Recommended Additional Sections
- Treasury management — spending thresholds, multi-sig requirements, off-chain expense authorization
- Tax elections — default partnership treatment, or elective corporate
- K-1 distribution logistics — how partners receive Schedule K-1 forms (critical for compliance)
- IP ownership — clarify who owns code, brand, community assets
- Indemnification — protect council members, developers, contributors
- Governance token buyback / dilution rules
Public Templates
- Wyoming DAO Coalition template (CC-BY 4.0) — free, good for standard use cases
- a16z Crypto DAO template (open-source) — more sophisticated, includes Cayman Foundation hybrid provisions
- LeXpunK templates — battle-tested DeFi-specific templates
When You Need a Lawyer
- Treasury > $1M
- Token holders > 100
- Complex vesting or emission schedules
- Existing IP being contributed by founders
- Any securities-law-adjacent activity (revenue-share tokens, profit-share)
Attorney draft cost: $1,500-4,000 for standard DAO; $5,000-15,000 for complex protocol DAO with tokenomics.
Amendment Process
Operating agreement amendments require the threshold specified in the current version (typically 66-75% token vote). Changes must also be filed as Certificate of Amendment with Wyoming SoS if they affect Articles-level information (management mode, smart contract identifier, company name).