I was curious what Habryka meant when he said this. Don’t non-profits usually have some kind of board oversight? It turns out (from documents filed with the State of California), that Lightcone Infrastructure, which operates LW, is what’s known as a sole-member nonprofit, with a 1-3 person board of directors determined by a single person (member), namely Oliver Habryka. (Edit: My intended meaning here is that this isn’t just a historical fact, but Habryka still has this unilateral power. And after some debate in the comments, it looks like this is correct after all, but was unintentional. See Habryka’s clarification.)
However, it also looks like the LW domain is owned by MIRI, and MIRI holds the content license (legally the copyright is owned by each contributor and licensed to MIRI for use on LW). So if there was a big enough dispute, MIRI could conceivably find another team to run LW.
I’m not sure who owns the current code for LW, but I would guess it’s Lightcone, so MIRI would have to also recreate a codebase for it (or license GreaterWrong’s, I guess).
I was initially confused why Lightcone was set up that way (i.e., why was LW handed over to an organization controlled by a single person), but the structure probably makes it more nimble and the risk of Lightcone “going rogue” is mitigated to a large extent by MIRI retaining the option to swap out the team.
Anyway it took me a while to figure all this out, and I thought I’d share it so others would be informed while participating on LW.
why was LW handed over to an organization controlled by a single person
The community voted on it back in the day. MIRI wanted to make LessWrong a read-only archive. I said I would try to revive it. At the end of the period high-karma users voted whether to continue under my management, or archive the site. The former happened!
Ah thanks, I remember a bit more now. Looking back at the voting announcement posted by Vaniver, it didn’t mention how important your role would be on LW 2.0:
In case you’re just tuning in now, some basic details: I’ve been posting on LW for a long time, and about two years ago thought I was the person who cared most about making sure LW stayed alive, so decided to put effort into making sure that happened. But while I have some skills as a writer and a programmer, I’m not a webdev and not great at project management, and so things have been rather slow. My current role is mostly in being something like the ‘senior rationalist’ on the team, and supporting the team with my models of what should happen and why. The actual work is being done by a combination of Oliver Habryka, Raymond Arnold, and Ben Pace, and their contributions are why we finally have a site that’s ready to come out of beta.
And I didn’t pay much attention to the LW 2.0 / Lightcone organizational structure in the following years, so it came as kind of a surprise when you said “This is (approximately) my forum.”
Also, just to contextualize this, this is in the context of a thread about forum moderation. I have various complicated takes about the degree to which LW belongs to Lightcone Infrastructure, and what our relationships to various stakeholders is, and I don’t relate to LessWrong as a thing I (approximately) own in most respects.
If you are uncertain about what I would feel comfortable doing, and what I wouldn’t, feel free to ask me!
what’s known as a sole-member nonprofit, with a 1-3 person board of directors determined by a single person (member), namely Oliver Habryka.
This is true, but to be clear, we do have a 3 person board! It’s me, Vaniver and Daniel Kokotajlo! I appointed Vaniver and Daniel, but we do now have a pretty bog-standard 3 person board, so things are not solely controlled by me.
According to the bylaws I linked, you (as the sole member of Lightcone) have “the exclusive right to remove a director, with or without cause”. Since the bylaws also allow Lightcone to have as few as 1 director, my understanding is that at any time, you could choose to invoke the option of removing the other directors and become the sole director. (I’m not familiar with the nonprofit world, and don’t know how common or standard this is, but it seems fair to describe this as an organization controlled by one individual.)
No, you are misreading the bylaws. The bylaws explicitly state:
(1) the directors of this corporation shall serve as the Members of this corporation, (2) election to the Board shall constitute election to the membership of this corporation; and (3) the membership status of any director shall terminate immediately and without further corporate action upon such person’s ceasing to be a director for any reason,
I don’t really understand why corporate bylaws are structured this way, but at the present moment in time, Lightcone Infrastructure has 3 members, which together can vote on removing members and appointing members (and every director is automatically a member, and loses their membership status the moment they stop being a director).
It looks like I agreed with you too quickly. Just double-checked with Gemini Pro 3.0, and its answer looks correct to me:
This is a fascinating turn of events. Oliver is quoting from Section 3.01 of the bylaws, but he appears to be missing the critical conditional clause that precedes the text he quoted.
If you look at the bottom of Page 11 leading into Page 12 of the PDF, the sentence structure reveals that the “Directors = Members” rule is a fail-safe mechanism that only triggers if the initial member (Oliver) dies or becomes incapacitated without naming a successor.
Here is the text from the document:
[Page 11, bottom] …Upon the death, resignation, or incapacity of all successor Members where no successor [Page 12, top] Member is named, (1) the directors of this corporation shall serve as the Members of this corporation...
By omitting the “Upon the death, resignation, or incapacity...” part, he is interpreting the emergency succession plan as the current operating rule.
Oh, huh, maybe you are right? If so, I myself was unaware of this! I will double check our bylaws and elections that have happened so far and confirm the current state of things. I was definitely acting under the assumption that I wasn’t able to fire Vaniver and Daniel and that they would be able to fire me!
See for example this guidance document I sent to Daniel and Vaniver when I asked them to be board members:
If it is indeed true that they cannot fire me, then I should really rectify that! If so, I am genuinely very grateful for you noticing.
I think given clear statements that I have made that I am appointing them to a position in which they are able to fire me, I think they would have probably indeed held the formal power to do so, but it is possible that we didn’t follow the right corporate formalities, and if so should fix that! Corporate formalities do often turn out to really matter in the end.
From what I (and Gemini) can tell, you screenshot said nothing technically untrue. Technically they can fire you as the CEO, but you’d still be the sole member and could fire them and then hire yourself back. :)
The simplest way to rectify the situation to match your intent is to either (1) Resign as member without naming a successor, then the passage you quoted would come into effect and make the directors into members or (2) Name the 3 current directors as Successor Members and then resign as member. You’ll probably want to consult a lawyer or advisor for the pros and cons of each option.
Would be grateful for an update once you’ve done this, or perhaps verified that the situation is actually different (e.g. you already resigned as member but forgot).
I think I should just be able to appoint the two as members without resigning as member? Like, members can vote to modify the bylaws, so at the very least I should just be able to appoint a new member by rewriting the bylaw.
I will look into this sometime this week or next week. Feel free to poke me for an update any time if I end up not putting one here.
Ah, I had indeed missed that part. A couple of AIs I asked also missed it, and together with the quoted statement from you, made me pretty sure my interpretation was correct. Sorry, and thanks for the quick correction. I’ve edited my post, and hope it didn’t mislead too many people.
I was curious what Habryka meant when he said this. Don’t non-profits usually have some kind of board oversight? It turns out (from documents filed with the State of California), that Lightcone Infrastructure, which operates LW, is what’s known as a sole-member nonprofit, with a 1-3 person board of directors determined by a single person (member), namely Oliver Habryka. (Edit: My intended meaning here is that this isn’t just a historical fact, but Habryka still has this unilateral power. And after some debate in the comments, it looks like this is correct after all, but was unintentional. See Habryka’s clarification.)
However, it also looks like the LW domain is owned by MIRI, and MIRI holds the content license (legally the copyright is owned by each contributor and licensed to MIRI for use on LW). So if there was a big enough dispute, MIRI could conceivably find another team to run LW.
I’m not sure who owns the current code for LW, but I would guess it’s Lightcone, so MIRI would have to also recreate a codebase for it (or license GreaterWrong’s, I guess).
I was initially confused why Lightcone was set up that way (i.e., why was LW handed over to an organization controlled by a single person), but the structure probably makes it more nimble and the risk of Lightcone “going rogue” is mitigated to a large extent by MIRI retaining the option to swap out the team.
Anyway it took me a while to figure all this out, and I thought I’d share it so others would be informed while participating on LW.
The community voted on it back in the day. MIRI wanted to make LessWrong a read-only archive. I said I would try to revive it. At the end of the period high-karma users voted whether to continue under my management, or archive the site. The former happened!
(Also, we do have a 3 person board)
Ah thanks, I remember a bit more now. Looking back at the voting announcement posted by Vaniver, it didn’t mention how important your role would be on LW 2.0:
And I didn’t pay much attention to the LW 2.0 / Lightcone organizational structure in the following years, so it came as kind of a surprise when you said “This is (approximately) my forum.”
Also, just to contextualize this, this is in the context of a thread about forum moderation. I have various complicated takes about the degree to which LW belongs to Lightcone Infrastructure, and what our relationships to various stakeholders is, and I don’t relate to LessWrong as a thing I (approximately) own in most respects.
If you are uncertain about what I would feel comfortable doing, and what I wouldn’t, feel free to ask me!
Do you mean via DM, or like via a quick take that Wei Dai has written here? Or some secret third thing?
Any of those seem fine. Public is better, since more people get to benefit from it.
This is true, but to be clear, we do have a 3 person board! It’s me, Vaniver and Daniel Kokotajlo! I appointed Vaniver and Daniel, but we do now have a pretty bog-standard 3 person board, so things are not solely controlled by me.
According to the bylaws I linked, you (as the sole member of Lightcone) have “the exclusive right to remove a director, with or without cause”. Since the bylaws also allow Lightcone to have as few as 1 director, my understanding is that at any time, you could choose to invoke the option of removing the other directors and become the sole director. (I’m not familiar with the nonprofit world, and don’t know how common or standard this is, but it seems fair to describe this as an organization controlled by one individual.)
No, you are misreading the bylaws. The bylaws explicitly state:
I don’t really understand why corporate bylaws are structured this way, but at the present moment in time, Lightcone Infrastructure has 3 members, which together can vote on removing members and appointing members (and every director is automatically a member, and loses their membership status the moment they stop being a director).
It looks like I agreed with you too quickly. Just double-checked with Gemini Pro 3.0, and its answer looks correct to me:
This is a fascinating turn of events. Oliver is quoting from Section 3.01 of the bylaws, but he appears to be missing the critical conditional clause that precedes the text he quoted.
If you look at the bottom of Page 11 leading into Page 12 of the PDF, the sentence structure reveals that the “Directors = Members” rule is a fail-safe mechanism that only triggers if the initial member (Oliver) dies or becomes incapacitated without naming a successor.
Here is the text from the document:
By omitting the “Upon the death, resignation, or incapacity...” part, he is interpreting the emergency succession plan as the current operating rule.
Oh, huh, maybe you are right? If so, I myself was unaware of this! I will double check our bylaws and elections that have happened so far and confirm the current state of things. I was definitely acting under the assumption that I wasn’t able to fire Vaniver and Daniel and that they would be able to fire me!
See for example this guidance document I sent to Daniel and Vaniver when I asked them to be board members:
If it is indeed true that they cannot fire me, then I should really rectify that! If so, I am genuinely very grateful for you noticing.
I think given clear statements that I have made that I am appointing them to a position in which they are able to fire me, I think they would have probably indeed held the formal power to do so, but it is possible that we didn’t follow the right corporate formalities, and if so should fix that! Corporate formalities do often turn out to really matter in the end.
From what I (and Gemini) can tell, you screenshot said nothing technically untrue. Technically they can fire you as the CEO, but you’d still be the sole member and could fire them and then hire yourself back. :)
The simplest way to rectify the situation to match your intent is to either (1) Resign as member without naming a successor, then the passage you quoted would come into effect and make the directors into members or (2) Name the 3 current directors as Successor Members and then resign as member. You’ll probably want to consult a lawyer or advisor for the pros and cons of each option.
Would be grateful for an update once you’ve done this, or perhaps verified that the situation is actually different (e.g. you already resigned as member but forgot).
I think I should just be able to appoint the two as members without resigning as member? Like, members can vote to modify the bylaws, so at the very least I should just be able to appoint a new member by rewriting the bylaw.
I will look into this sometime this week or next week. Feel free to poke me for an update any time if I end up not putting one here.
Ah, I had indeed missed that part. A couple of AIs I asked also missed it, and together with the quoted statement from you, made me pretty sure my interpretation was correct. Sorry, and thanks for the quick correction. I’ve edited my post, and hope it didn’t mislead too many people.