Governance Quick Reference — Lantern
Purpose: One-page summary of Lantern's governance structure for quick reference.
Core Principle
Employees own and control Lantern. Non-employees provide value, not power.
Who Can Make Decisions?
✅ ONLY current employee-owners
❌ NO decision power for:
- Lenders (even if they've loaned millions)
- Advisors (even if they're experts)
- Contractors (even if long-term)
- Former employees (unless they retain ownership per bylaws)
- Investors, family, friends, anyone else
What Are "Shareholders"?
At Lantern, "shareholders" are lenders, NOT owners.
| Traditional Shareholder | Lantern Lender |
|---|---|
| Owns equity | Provides loans |
| Gets voting rights | Gets ZERO votes |
| Controls decisions | No control |
| Shares profits (dividends) | Gets fixed interest |
| Can force acquisition | Cannot force anything |
Key point: Lenders support the mission financially but have zero governance power.
Decision Levels
Level 1: Constitutional (75% employee vote)
- Mission/values changes
- Ownership structure changes
- Mergers, acquisitions, major sales
- Loans >100,000 or >2× revenue
- Employee Rights Charter amendments
Level 2: Major Operational (majority vote)
- Senior hiring
- Compensation structure
- Product pivots
- Major budgets
- Benefits changes
Level 3: Delegated (role-based)
- Day-to-day operations within scope
- Tech stack (CTO)
- Marketing tactics (CMO)
- Any employee can escalate to vote
Stewardship Board (veto only)
- Independent trustees (not employees, not lenders)
- Can ONLY veto mission violations
- Cannot initiate decisions
- Employees can override veto with 80% vote
Anti-Greed Safeguards (Top 10)
- Profit equality: All profits shared equally among all employees (no executive bonuses)
- Salary cap: 3× max (highest can earn max 3× lowest)
- Debt cap: Cannot borrow >2× annual revenue
- No user data sales: NEVER monetize user data
- No layoffs without vote: Requires 75% vote + <6 months runway
- No equity for non-employees: Employees always own 100%
- Transparent pricing: No hidden fees or deceptive practices
- No unpaid overtime: 32-hour weeks standard; overtime paid
- Stewardship veto: Mission protection from external pressure
- Annual transparency report: Public accountability
See Anti-Greed Safeguards for all 21 safeguards.
Funding Strategy
Goal: Bootstrap via merchant revenue (never take funding if possible)
If funding needed:
- ✅ Revenue from merchants (preferred)
- ✅ Employee loans (low interest)
- ✅ Community loans (mission-aligned)
- ✅ Revenue-based financing (repaid from revenue)
- ⚠️ Fixed-term loans (traditional debt)
- 🚫 Convertible notes (LAST RESORT, requires 75% vote)
NEVER accept: ❌ VC equity (voting control)
❌ Equity >10% to non-employees
❌ Predatory loans (>15% APR)
❌ Personal guarantees
Lender Rights (Limited)
What Lenders GET:
✅ Repayment of principal + interest
✅ Quarterly financial updates
✅ Priority in bankruptcy (creditor status)
What Lenders CANNOT DO:
❌ Vote on decisions
❌ Get board seats
❌ Force exits or acquisitions
❌ Convert to equity (without 75% employee vote)
❌ Transfer loans (without employee consent)
Employee Rights (Complete Control)
✅ Vote on all major decisions
✅ Equal profit sharing
✅ Access to all financial records
✅ Propose governance changes
✅ Escalate any decision to full vote
✅ Anonymous reporting of violations
✅ Protected from retaliation
Red Flags (Warning Signs of Greed)
Watch for and report: 🚩 Pressure to sell user data
🚩 Avoiding employee votes on major decisions
🚩 Executive compensation growing faster than employee pay
🚩 Accepting equity investment without mission protections
🚩 Reduced financial transparency
🚩 Layoffs before exhausting other options
🚩 Partnerships with values-conflicting companies
Response: Any employee can call emergency governance meeting.
Enforcement
- Internal: Rotating employee committee investigates violations
- External: Stewardship Board veto on mission violations
- Transparency: Annual public report
- Consequences: Violations reversed; repeat offenders terminated
Summary
Lantern governance in one sentence:
Employees own everything, decide everything, and share profits equally. Non-employees can provide loans, advice, or services, but they have zero decision-making power.
Mission protection in one sentence:
Greed-driven decisions (selling data, layoffs for profit, exploiting users) are structurally prevented via enforceable safeguards and employee democratic control.
Full Documentation
- Governance Overview — Legal structures and mission protection
- Shareholder-Lender Framework — Lenders have zero decision power
- Decision-Making Authority — Who decides what
- Anti-Greed Safeguards — 20+ protections against mission drift
- Employee Rights Charter — Constitutional rights for employee-owners
Questions? Bring them to employee governance meetings or internal discussion channels. Transparency is non-negotiable.