Arrow Air 2026 Board Election — Election Notice & Open Nominations

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Arrow Air 2026 Board Election — Election Notice & Open Nominations

Posted 2026-07-15, on behalf of Arrow Air (Wyoming UNA). This post serves as the formal Election Notice required by the Arrow Air Bylaws.

Why we’re holding an election

Arrow Air is the Wyoming Unincorporated Nonprofit Association that serves as Arrow DAO’s legal wrapper — it signs contracts, holds accounts, and files taxes so individual members don’t have to. Its Bylaws require director elections every 12–18 months. The current board was seated in February 2024, so an election is due.

This election seats a full board of five (5) directors, replacing the current board in its entirety.

What directors do (and don’t)

The board is the DAO’s execution layer, not its decision layer. Directors are stewards required by the Bylaws to carry out the will of the tokenholders. No director has unilateral power.

In practice: sign contracts and resolutions implementing passed AIPs, serve as a treasury multisig signer, be reachable for genuine emergencies, and keep routine records. Time commitment is low. The role is uncompensated. Term runs until the next election (12–18 months); directors may resign at any time.

Treasury multisig: this election also determines the treasury Safe signer set. The five elected directors will be rotated in as the five signers on the DAO treasury Safe (3-of-5 threshold for any transaction), replacing the current signers. Standing for election means accepting signer duties.

A plain-language candidate briefing covering the legal role, protections, and honest residual risks is attached to this post / available on request. Please read it before declaring.

How to nominate yourself

Any DAO member ($ARROW holder) may declare. There is no residency or citizenship requirement. To declare, reply in this thread before the deadline with:

  1. Name / handle (as it should appear on the ballot)
  2. A short statement — 2–4 sentences on your involvement with Arrow and why you’re standing
  3. Confirmation that you’ve read the candidate briefing, accept nomination (including treasury Safe signer duties), and have no disqualifying conflicts of interest (e.g., competitor affiliations) — or disclose anything that needs disclosing

No wallet address is required to declare — the ballot runs on handles. Elected directors will privately provide a signing address afterward for the Safe rotation and board records. Nominations by third parties require the nominee’s confirmation in-thread before the deadline.

Timeline

Step When
Nominations open 2026-07-15 (this post)
Nominations close 2026-07-22, 23:59 UTC
Snapshot proposal posted 2026-07-22, immediately after nominations close
Snapshot vote opens 2026-07-23 (standard 1-day voting delay)
Snapshot vote closes 2026-07-30 (standard 7-day voting period)
New board seated Upon vote close, by written consent

Roughly two weeks from this post to the new board being seated.

Vote mechanics

  • Platform: Snapshot (one token = one vote)
  • Format: approval voting — each voter may approve up to five candidates
  • Result: the five candidates with the most approvals are seated as the new board
  • Quorum: 2,000,000 $ARROW per the standard AIP process
  • The same proposal formally dissolves the outgoing board, including removal of any director not standing for re-election

Questions

Ask in this thread or ping Thomas in Discord. Source documents (A&R Articles and Bylaws, adopted Feb 21 2024) available on request.

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Director Candidate Briefing

Prepared July 2026. Plain-language summary for prospective board members. Not legal advice. Source documents: Amended & Restated Articles of Association and Bylaws of Arrow Air (adopted Feb 21, 2024), Wyo. Stat. § 17-22-101 et seq.

What Arrow Air is, legally

Arrow Air is a Wyoming Unincorporated Nonprofit Association (UNA) — the legal wrapper for Arrow DAO since February 2024. It exists so the DAO can sign contracts, hold accounts, file taxes, and exist as a legal entity separate from its members. $ARROW tokenholders hold ultimate governance authority; the board exists to execute what they decide.

The role

The board is the DAO’s **execution layer, not its decision layer**. The Bylaws are explicit: directors are “stewards” who “shall at all times be required to carry out the will of the Tokenholders.” Individual directors have no unilateral powers.

Concrete duties:

  • Sign contracts and pass resolutions implementing decisions the DAO has already voted on (AIPs)
  • Serve as a multisig signer on the DAO treasury Safe (3-of-5 threshold for any transaction)
  • Be reachable if a genuine security emergency ever requires fast action (followed by a mandatory public transparency report)
  • Routine process work: election notices every 12–18 months, occasional board meetings (video, informal), books and records

Time commitment: low. A handful of signatures, resolutions, and multisig confirmations per year, plus availability. If you’re already active in Arrow coordination, this formalizes work you’re effectively doing now.

Term: until the next election (12–18 months). You can resign at any time. Removal requires a 2/3 tokenholder vote or unanimous vote of the other four directors.

Compensation: none for the role itself. (Reasonable compensation for actual services to the DAO remains permitted and separately documented, as for any contributor.)

Conduct expectations

  • Act in the DAO’s best interest; no self-dealing — the Articles prohibit any profit or asset distribution to members
  • Disclose conflicts of interest (competitor affiliations etc. are disqualifying under the Bylaws)
  • Directors are explicitly **not fiduciaries to tokenholders** (Bylaws §4k), which materially narrows the legal theories available against directors personally

Legal protections

  1. Statutory shield — Wyo. Stat. § 17-22-106 and Articles VI: the UNA is a separate legal entity. Directors are not personally liable for the DAO’s contracts or torts *merely because* they serve as directors. This is the core purpose of the wrapper.
  2. Indemnification — Articles VII: the DAO must indemnify current and former directors and advance legal expenses to the maximum extent Wyoming law permits.
  3. No current payroll exposure — the DAO withholds no payroll taxes (no W-2 employees), so the classic “responsible person” liability — which attaches to withheld-but-unremitted taxes — has nothing to attach to today. Honest asterisk: contributors on regular time-commitment grants could in theory be recharacterized as employees (see Residual risks #5).
  4. Clean tax posture — all federal filings current as of July 2026; no inherited tax mess.

Residual risks — the honest list

  1. Your own acts. The shield covers vicarious liability, not personal wrongdoing (e.g., knowingly signing a false statement). Same as any board seat anywhere.
  2. Securities tail risk. If a regulator ever characterized $ARROW as a security, individuals in operating roles could be named. Arrow’s posture keeps this thin — nonprofit non-inurement, no distributions to holders ever, no buybacks, token framed as membership — but it is the genuine tail risk of any DAO role and it is not zero.
  3. Multisig responsibility. Treasury transactions carry your signature. Mitigated by the 3-of-5 threshold and transparency requirements, but it’s an operational responsibility with your name on it.
  4. Indemnification depth. Indemnity is only as deep as the treasury behind it. The DAO carries no D&O insurance today; if activities scale, that’s a reasonable future ask.
  5. Worker classification. Some contributors receive recurring time-commitment grants, which resembles employment on one factor (a continuing relationship). If the IRS ever recharacterized US-based grantees as employees, back employment taxes could be assessed against the association, and people who control payments could be drawn in. The risk is narrow: it cannot reach non-US contributors performing services abroad (outside US payroll tax entirely), and the working facts lean contractor — grants are governance-approved and deliverable-oriented, nobody supervises hours or methods, contributors use their own tools and are free to work elsewhere. The DAO’s go-forward practice of issuing 1099-NECs to US contributors supports the statutory safe harbor for consistent contractor treatment.
  6. Non-US directors: serving (uncompensated) as a director of a US entity has no US tax consequence by itself. If compensation ever flows, standard W-8BEN withholding processes apply.
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Name / handle: Sleety

Statement:
I’m Sleety / Gavin. I’ve served as a director since the UNA was established, holding the Secretary and Treasurer roles. I authored AIP-001 through AIP-004. I’ve stayed available as an active treasury Safe signer, approving transactions when needed, and I currently manage the @ArrowAir_ account and Arrow’s public presence. I’ve also completed Project Onboarding and I am currently undertaking Project Media & Comms, Docs Maintainer and Compass. I’m standing again to continue fulfilling my formal UNA officer duties, alongside assisting with treasury and general operations across the DAO.

Confirmation:
I’ve read the candidate briefing. I put myself forwared for re-nomination, including continuing treasury Safe signer duties. I have no disqualifying conflicts of interest to disclose.

ENS: sleety.eth | sl33ty (Sleety) · GitHub | Discord: sleety :beetle:

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Nominating myself!

Name: Thomas Garrison

Statement:

I’ve been working to advance Arrow as an organization since our founding days. I’m generally available to Arrow on a daily/weekly basis to handle any governance items and multisig actions.

Confirmation:

I’ve read the briefing and am prepared to accept the duties described. I have no notable potential conflicts of interest or competitor affiliations.

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Nominating myself as well!

1. Name / handle: Erick Perdomo (errrks)

2. Statement:

I have worked on the engineering projects since the early Spearhead days, lead Project Quiver, serve on the Grants and Bounty Committee, and co-authored AIP-010. Since joining in April 2022 I have stayed current with everything happening in Arrow, for most of that time as the dedicated note taker for our calls, on top of my engineering work. I already do the core board duty on the treasury side, sitting on various Arrow multisigs, handling countless $ARROW disbursements, and staying generally available to queue and sign transactions. I also bring years of monthly reporting and budgeting for our projects, and the Arrow Snapshot leaderboard can confirm I have written a proposal or two for the DAO.

3. Confirmation:

I have read the briefing and I am prepared to accept the duties described, including treasury Safe signer duties, which I already carry out today. I have no competitor affiliations or other conflicts.

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1. Name / handle: Alperen Gundogan (alperenag)

2. Statement:

I initiated and led Arrow’s engineering efforts across Project Feather, Project Quiver, and both the original and current Project Spearhead. My work on these projects has included project leadership, aircraft design, manufacturing, and flight testing, and I currently lead Project Spearhead. I also authored AIP-5, which standardized Arrow’s documentation framework for tasks, bounties, and grants.

3. Confirmation:

I have read the briefing and I am prepared to accept the duties described. I have no competitor affiliations or other conflicts of interest.