Immutable Rights Framework — Lantern
Effective Date: 2026-01-09
Status: Constitutional Document (supersedes all other governance documents)
Purpose
This document establishes inalienable rights that cannot be removed or weakened by employee vote, even with supermajority consent. These rights can only be expanded or strengthened.
Rationale: Certain foundational rights must be protected from being voted away, even under financial pressure, conflict, or coercion.
Philosophical Foundation: These rights reflect Lantern's commitment to the Four Pillars of human dignity: safe housing, healthcare, education, and food. See Foundational Philosophy for complete philosophical framework.
Core Principle: Rights That Cannot Be Removed
Democracy is powerful, but it can be used to undermine itself.
History shows that even well-meaning groups can vote away fundamental rights when under pressure (financial crisis, external threats, internal conflict).
At Lantern, we establish immutable rights that form the bedrock of employee-ownership and cannot be removed, even if 100% of employees vote to do so.
These rights ensure all employees have access to the Four Pillars: housing, healthcare, education, and food.
Immutable Rights (Cannot Be Removed or Weakened)
1. Employee-Only Ownership & Control
Right: Only current employees can own equity and make business decisions.
Immutable aspects:
- ✅ Cannot grant voting rights to non-employees (lenders, advisors, former employees, investors)
- ✅ Cannot sell equity to external parties
- ✅ Cannot create dual-class shares giving outsiders control
- ✅ Cannot accept acquisition/merger that ends employee ownership
Can be expanded:
- ✅ Can add more protections for employee ownership
- ✅ Can strengthen transfer restrictions
- ✅ Can create additional anti-dilution mechanisms
Why immutable: This is the foundation of worker cooperative. Without it, Lantern becomes a traditional company.
2. Democratic Governance (One Person, One Vote)
Right: Every employee-owner has exactly one vote, regardless of tenure, role, or salary.
Immutable aspects:
- ✅ Cannot create weighted voting (e.g., founders get more votes)
- ✅ Cannot allow some employees to vote while excluding others
- ✅ Cannot bypass employee votes for major decisions
- ✅ Cannot give non-employees any voting power
Can be expanded:
- ✅ Can add more categories of decisions requiring employee vote
- ✅ Can lower voting thresholds (e.g., 75% → 66%)
- ✅ Can improve voting processes (transparency, accessibility)
Why immutable: Democratic control is core to cooperative structure. Unequal voting leads to power concentration.
3. Salary Cap (Maximum Ratio)
Right: Highest-paid employee cannot earn more than a fixed multiple of lowest-paid employee.
Immutable aspects:
- ✅ Cannot remove salary cap entirely
- ✅ Cannot increase ratio above 3× maximum (absolute ceiling)
- ✅ Cannot create loopholes (e.g., "consulting fees" to executives)
- ✅ Cannot exclude certain roles from cap (e.g., CEO exempt)
Can be expanded:
- ✅ Can lower ratio (e.g., 3× → 2×)
- ✅ Can increase minimum salary (inflation adjustments encouraged)
- ✅ Can add transparency requirements for compensation
Why immutable: Prevents executive self-enrichment. Ratio cap ensures shared sacrifice and shared success.
Hard ceiling: 3× is absolute maximum. Ratio can go down, never above 3×.
4. Profit Sharing Equality
Right: All distributable profits are shared equally among all employee-owners.
Immutable aspects:
- ✅ Cannot create unequal profit distribution (e.g., executives get larger share)
- ✅ Cannot exclude employees from profit sharing based on tenure/role
- ✅ Cannot retain excessive profits to avoid distribution (reserves capped at 12 months max)
- ✅ Cannot distribute profits to non-employees (lenders get interest only, not profit share)
Can be expanded:
- ✅ Can distribute profits more frequently (quarterly → monthly)
- ✅ Can add bonuses for specific achievements (but must be equal for all if achieved company-wide)
- ✅ Can increase reserve requirements before distribution (6 months → 9 months)
Why immutable: Equal profit sharing prevents wealth concentration and aligns all employees with company success.
5. No Layoffs Without Shared Sacrifice
Right: Layoffs prohibited unless company has <6 months runway AND employees have exhausted all alternatives.
Immutable aspects:
- ✅ Cannot lay off employees to boost profit margins
- ✅ Cannot lay off employees before reducing executive compensation
- ✅ Cannot skip required steps before layoffs (profit sharing → 0%, salary reductions, hiring freeze)
- ✅ Cannot lay off without 75% employee vote
Can be expanded:
- ✅ Can increase runway threshold (6 months → 9 months)
- ✅ Can add more required steps before layoffs
- ✅ Can increase severance requirements
Why immutable: Protects employees from being treated as disposable. Ensures executives share pain first.
6. Privacy & User Data Protection
Right: Lantern will NEVER sell, rent, or monetize user data.
Immutable aspects:
- ✅ Cannot sell user location data, profiles, behavior, or any PII
- ✅ Cannot implement surveillance capitalism business model
- ✅ Cannot share user data with third parties for profit
- ✅ Cannot use dark patterns or manipulative design to extract data
Can be expanded:
- ✅ Can add stronger encryption (currently zero-knowledge)
- ✅ Can add more user controls over data
- ✅ Can reduce data retention periods
- ✅ Can add more transparency reports
Why immutable: Privacy-first mission is core to Lantern. Violating this would betray users and mission.
7. Minimum Living Wage
Right: All employee-owners earn at least a living wage based on cost of labor.
Connection to Four Pillars: Living wage ensures access to safe housing, healthcare, education, and food (see Foundational Philosophy).
Immutable aspects:
- ✅ Cannot reduce minimum salary below living wage for San Diego (currently 75,000/year)
- ✅ Cannot create geographic wage discrimination for remote employees
- ✅ Cannot exclude any employee from minimum wage (part-time employees get prorated)
- ✅ Cannot defer or delay salary payments
Can be expanded:
- ✅ Can increase minimum salary above living wage
- ✅ Can add cost-of-living adjustments (COLA) for inflation
- ✅ Can add location-based adjustments if higher (e.g., SF employee gets higher min if needed)
Why immutable: Living wage is fundamental to worker dignity. No employee should struggle financially while working full-time.
8. Stewardship Board Veto (Mission Protection)
Right: Independent Stewardship Board can veto decisions that violate Lantern's mission.
Immutable aspects:
- ✅ Cannot eliminate Stewardship Board entirely
- ✅ Cannot allow lenders or investors to serve on Stewardship Board (conflict of interest)
- ✅ Cannot remove Stewardship Board's veto power over mission-critical decisions
- ✅ Cannot bypass Stewardship Board by renaming decisions
Can be expanded:
- ✅ Can add more mission-critical decisions requiring Stewardship Board approval
- ✅ Can add more trustees (currently 3–7)
- ✅ Can add more stringent trustee qualifications
Why immutable: External mission protection prevents employees from undermining mission under financial pressure. Even with best intentions, employees might sacrifice mission for survival—Stewardship Board prevents this.
9. Transparency & Financial Disclosure (Internal)
Right: All employee-owners have full access to company financial records.
Immutable aspects:
- ✅ Cannot hide financial information from employee-owners
- ✅ Cannot create "executive-only" financial meetings
- ✅ Cannot delay or obscure financial reports
- ✅ Cannot restrict employee access to P&L, balance sheet, cash flow
Can be expanded:
- ✅ Can increase reporting frequency (monthly → weekly)
- ✅ Can add more financial education/training for employees
- ✅ Can publish more financial data publicly (currently annual summary)
Why immutable: Financial transparency is essential for democratic governance. Hidden finances enable corruption and greed.
10. Right to Vote & Participate in Governance
Right: Every employee-owner can vote on major decisions and participate in governance.
Immutable aspects:
- ✅ Cannot exclude employees from voting based on tenure, role, performance
- ✅ Cannot create "non-voting" employee class
- ✅ Cannot delay voting rights for new employees (starts Day 1 as employee-owner)
- ✅ Cannot require employees to forfeit voting rights under any circumstance (while employed)
Can be expanded:
- ✅ Can make voting easier (online, mobile, accessible)
- ✅ Can add more decisions requiring employee vote
- ✅ Can add education/onboarding on voting rights
Why immutable: Voting is the core of democracy. Any limitation on voting undermines employee ownership.
How Immutable Rights Are Protected
Constitutional Hierarchy
Level 1: Immutable Rights (this document)
- Cannot be removed or weakened by any vote
- Can only be expanded/strengthened via 75% vote
- Overrides all other governance documents
- Requires legal codification in articles of incorporation
Level 2: Constitutional Documents
- Employee Rights Charter, Governance, Shareholder-Lender Framework
- Requires 75% supermajority to amend
- Must comply with Immutable Rights (cannot contradict)
Level 3: Operational Policies
- Requires majority vote to amend
- Must comply with Immutable Rights and Constitutional Documents
Level 4: Day-to-Day Decisions
- Delegated authority or consensus
- Must comply with all higher levels
Legal Codification
To enforce immutability, these rights must be embedded in legal documents:
Articles of Incorporation:
- Employee-only ownership
- One-person-one-vote
- Stewardship Board veto power
- Mission statement (privacy-first, no data sales)
Bylaws:
- Salary cap (3× maximum ceiling)
- Profit sharing equality
- Layoff restrictions
- Transparency requirements
Stewardship Board Charter:
- Veto powers over mission violations
- Independence requirements (no lenders/investors as trustees)
- Amendment process (requires both employee vote AND Stewardship Board approval)
Employee-Owner Agreements:
- Voting rights irrevocable during employment
- Financial transparency guaranteed
- Minimum wage commitment
Amendment Process (Expansion Only)
To strengthen or expand an immutable right:
- Any employee proposes amendment (must strengthen, not weaken)
- 30-day review period
- 75% employee supermajority vote required
- Stewardship Board review (veto if weakens right in disguise)
- Legal counsel reviews for compliance
- Amendment codified in legal documents
To weaken or remove an immutable right:
- ❌ NOT ALLOWED under any circumstances
- Even 100% unanimous employee vote cannot remove immutable rights
- Attempting to circumvent immutability (e.g., renaming, loopholes) is governance violation
- Stewardship Board must veto any attempt to weaken immutable rights
Enforcement
Who enforces immutable rights:
- Stewardship Board: Veto power on violations
- Legal counsel: Review all governance changes for compliance
- Any employee: Can challenge violations and call emergency vote
- Courts: Legal documents (articles, bylaws) are enforceable contracts
Consequences for violations:
- Decision reversed immediately
- Internal investigation by employee committee
- Remediation plan required
- Repeat attempts to violate immutability: leadership termination
Why These Rights Are Immutable
Preventing the "Tyranny of the Majority"
Democracy can be used to undermine itself. Examples:
- Employees under financial pressure might vote to sell user data for revenue
- Majority might vote to reduce minority employees' salaries to increase own profit share
- Executives might convince employees to grant them higher compensation
Immutable rights prevent these scenarios.
Protecting Against External Pressure
Lenders, investors, or external forces might pressure employees to vote away protections:
- "Accept this loan, but you must remove salary cap so we can hire expensive CEO"
- "Sell user data to avoid layoffs"
- "Grant us voting rights or we'll call the loan"
Immutable rights cannot be voted away, even under duress.
Maintaining Mission Alignment
Even well-meaning employees might drift from mission over time:
- "Just this once" exception to privacy policy becomes normalized
- Gradual erosion of worker protections ("just a small salary cap increase")
- Accepting "necessary evils" for growth
Immutable rights prevent incremental mission drift.
What Can Be Changed (Not Immutable)
These aspects of governance can be changed via appropriate vote:
✅ Operational policies:
- Work hours, meeting schedules, remote work policies
- Specific benefits (as long as above minimums)
- Product roadmap, marketing strategy
- Specific role definitions
✅ Constitutional details (with 75% vote):
- Voting thresholds (e.g., 75% → 66% for constitutional decisions)
- Reserve requirements (6 months → 9 months runway)
- Salary cap ratio reduction (3× → 2×, cannot increase above 3×)
- Adding new immutable rights (expanding protections)
✅ Enforcement mechanisms:
- How Stewardship Board is elected
- Frequency of financial reporting (monthly → weekly)
- Voting platforms/technology
- Internal investigation processes
Immutable Rights Summary Table
| Immutable Right | Cannot Be Removed | Can Be Expanded |
|---|---|---|
| 1. Employee-only ownership | ✅ No outside voting control | Add more protections |
| 2. One person, one vote | ✅ No weighted voting | Add more decisions requiring vote |
| 3. Salary cap (≤3×) | ✅ Cap cannot exceed 3× | Lower ratio (3× → 2×) |
| 4. Equal profit sharing | ✅ No unequal distribution | Distribute more frequently |
| 5. No layoffs without sacrifice | ✅ Cannot skip required steps | Add more required steps |
| 6. No user data sales | ✅ Privacy-first forever | Stronger encryption, more controls |
| 7. Living wage minimum | ✅ Cannot go below living wage | Increase minimum salary |
| 8. Stewardship Board veto | ✅ Must exist for mission protection | Add more veto powers |
| 9. Financial transparency | ✅ Cannot hide finances | More frequent reporting |
| 10. Right to vote | ✅ All employees vote equally | Easier voting processes |
Legal Considerations
Enforceability
- Immutable rights must be in articles of incorporation (hardest to change)
- Bylaws can reference immutable rights but cannot contradict them
- Employee agreements cannot waive immutable rights
- Courts generally uphold properly drafted articles/bylaws
Statutory Limitations
Some jurisdictions may have laws that override private governance:
- Employment law (minimum wage, overtime, discrimination)
- Corporate law (fiduciary duties, shareholder rights)
- Tax law (cooperative structure requirements)
Immutable rights comply with law; they add protections above legal minimums.
Dissolution
If company dissolves:
- Immutable rights no longer apply (company ceases to exist)
- Assets distributed per articles of incorporation (typically to employees or mission-aligned nonprofit)
- Employees cannot vote to dissolve company solely to circumvent immutable rights (Stewardship Board veto)
FAQs
Q: What if 100% of employees want to remove an immutable right?
A: Still not allowed. Immutable rights protect against short-term pressure and future generations of employees. Stewardship Board would veto, and legal documents prevent it.
Q: What if immutable rights make it impossible to save the company during crisis?
A: Immutable rights include flexibility (e.g., layoffs allowed if <6 months runway). If crisis requires violating immutability, company should dissolve rather than betray mission.
Q: Can we add more immutable rights in the future?
A: Yes! Adding new immutable rights requires 75% vote + Stewardship Board approval. We can always protect more, never less.
Q: What if the Stewardship Board tries to abuse veto power?
A: Employees can override Stewardship Board veto with 80% supermajority (unless it's an immutable right violation, then veto stands). Trustees can be removed via employee vote if they abuse power.
Q: Are immutable rights legally enforceable?
A: Yes, if properly codified in articles of incorporation and bylaws. These are legally binding contracts. Consult attorney to ensure proper drafting.
Q: What if we discover a flaw in an immutable right?
A: Immutable rights can be expanded/strengthened with 75% vote. If a right needs clarification (not weakening), employees can vote to improve the language.
Related Documents
- Employee Rights Charter — Comprehensive employee rights (some immutable, some constitutional)
- Governance & Ownership — Overall governance structure
- Anti-Greed Safeguards — Protections against mission drift
- Decision-Making Authority — Who decides what
Amendment Process
This framework establishes immutable rights:
- Cannot be removed or weakened by any vote
- Can be expanded or strengthened with 75% employee vote + Stewardship Board approval
- Additions proposed with 30-day review period
- Anonymous voting required
Final Commitment
These immutable rights form the bedrock of Lantern's employee-ownership and mission.
They cannot be removed, even if every employee wants to remove them. They cannot be circumvented, even under financial pressure. They cannot be eroded, even gradually over time.
They are permanent protections that define what Lantern is and will always be.
If we ever violate these immutable rights, we are no longer Lantern. We are just another company that abandoned its principles.
These rights are forever.