5 ms·

Can a super smart business-y person educate this engineer on how this even happens. So, if there's 6 board members and they're looking to "take down" 2... that

by robswc 3y ago

Can a super smart business-y person educate this engineer on how this even happens. So, if there's 6 board members and they're looking to "take down" 2... that means those 2 can't really participate, right? Or at the very least, they have to "recuse" themselves on votes regarding them? Do the 4 members have to organize and communicate "in secret"? Is there any reason 3 members can't hold a vote to oust 1, making it a 3/5 to reach majority, and then from there, just start voting _everyone_ out? Probably stupid questions but I'm curious enough to ask, lol.

crop_rotation 3y ago
I had the same questions, and have learnt now that non profit governance is like this and that is why is a bad idea for something like OpenAI. In a for profit the shareholders can just replace the board.
- robswc 3y ago
  Asking ChatGPT (until someone else answers) says that to remove a board member usually takes a super majority, which makes much more sense... but still seems to imply they need at least 4/6.
0xDEF 3y ago
>Can a super smart business-y person educate this engineer on how this even happens. There is nothing business-y about this. As a non-profit OpenAI can do whatever they want.
- robswc 3y ago
  Well, there has to be some sort of framework in which they operate, no? OpenAI isn't a single person, so decisions like firing the CEO have to be made somehow. I'm wondering about how that framework actually works.
  - matwood 3y ago
    You'd have to read the company charter and by-laws.
  - adastra22 3y ago
    There isn't really any rules specified in the law for this, unlike with corporate law which mandates companies to be structured a certain way. We'd have to see OpenAI's operating by-laws.
    - robswc 3y ago
      Thank you for a real answer, this is what I was looking for!
cowl 3y ago
Could have been only Sam that was under Vote and Greg being forced to step down after he voted in his favour maybe in a second vote later.
- robswc 3y ago
  Ah, I really like that theory! I mean, I still wonder though if they really only need 3 ppl fully on board to effectively take the entire company. Vote #1, oust Sam, 3/5 vote YES. Sam is out, now the vote is "Demote Greg", 3/4 vote YES, Greg is demoted and quits. Now, there could be one "dissenter" and it would be easy to vote them out too. Surely there's some protection against that?
- throwaway4aday 3y ago
  Why would Greg have said "after learning today's news" if he took part in the vote? If he decided to quit immediately after the vote then why would the board issue a statement saying he was going to stay on? I don't think he took part, the others probably convened a meeting and cast a unanimous vote, issued the statement and then contacted Greg and Sam. The whole thing seems rushed so that's probably how it would have played out.
  - throwaway4aday 3y ago
    After looking into it they would have had to give notice in case they wanted to attend but from the sounds of it they may not have bothered to go which would make sense if they knew they were screwed.
  - pdpi 3y ago
    > If he decided to quit immediately after the vote then why would the board issue a statement saying he was going to stay on? Why would they issue a statement saying that he was going to stay on without some form of assurance from him? I mean, you're writing a release stating that you're firing your CEO and accusing him of lack of candor. Not exactly the best news to give. You're chasing that with "oh by the way, the chairman of the board is stepping down too", so the news are going from bad to worse. The last thing you want is to claim that said chairman of the board is staying as an employee to have him quit hours later. I find it hard to believe that they'd make mistake as dumb as announcing Greg was staying without some sort of assurance from him, knowing that Greg was Sam's ally.
andrewstuart2 3y ago
It's a comedy but I feel like I learned a lot about SV and VC/board culture from watching HBO's Silicon Valley.
deleted 3y ago
[deleted]
deleted 3y ago
[deleted]
deleted 3y ago
[deleted]
mrandish 3y ago
The details depend on what's specified in the non-profit's Bylaws and Articles of Incorporation. As a 501(c)3 there are certain requirements and restrictions but other things are left up to what the founding board mandated in the documents which created and govern the corporation. Typically, these documents contain provisions for how voting, succession, recusal, eligibility, etc are to be handled. Based on my experience on both for-profit and non-profit boards, the outside members of the board probably retained outside legal counsel to advise them. Board members have specific duties they are obligated to fulfill along with serious legal liability if they don't do so adequately and in good faith.
SkyPuncher 3y ago
Funnily enough, I just started watching Succession last week. This feels like real like succession panning out. Every board member is trying to figure out how to optimize their position.

by robswc 3y ago

crop_rotation 3y ago

I had the same questions, and have learnt now that non profit governance is like this and that is why is a bad idea for something like OpenAI. In a for profit the shareholders can just replace the board.

robswc 3y ago
Asking ChatGPT (until someone else answers) says that to remove a board member usually takes a super majority, which makes much more sense... but still seems to imply they need at least 4/6.

0xDEF 3y ago

>Can a super smart business-y person educate this engineer on how this even happens. There is nothing business-y about this. As a non-profit OpenAI can do whatever they want.

robswc 3y ago
Well, there has to be some sort of framework in which they operate, no? OpenAI isn't a single person, so decisions like firing the CEO have to be made somehow. I'm wondering about how that framework actually works.
- matwood 3y ago
  You'd have to read the company charter and by-laws.
- adastra22 3y ago
  There isn't really any rules specified in the law for this, unlike with corporate law which mandates companies to be structured a certain way. We'd have to see OpenAI's operating by-laws.
  - robswc 3y ago
    Thank you for a real answer, this is what I was looking for!

cowl 3y ago

Could have been only Sam that was under Vote and Greg being forced to step down after he voted in his favour maybe in a second vote later.

robswc 3y ago
Ah, I really like that theory! I mean, I still wonder though if they really only need 3 ppl fully on board to effectively take the entire company. Vote #1, oust Sam, 3/5 vote YES. Sam is out, now the vote is "Demote Greg", 3/4 vote YES, Greg is demoted and quits. Now, there could be one "dissenter" and it would be easy to vote them out too. Surely there's some protection against that?
throwaway4aday 3y ago
Why would Greg have said "after learning today's news" if he took part in the vote? If he decided to quit immediately after the vote then why would the board issue a statement saying he was going to stay on? I don't think he took part, the others probably convened a meeting and cast a unanimous vote, issued the statement and then contacted Greg and Sam. The whole thing seems rushed so that's probably how it would have played out.
- throwaway4aday 3y ago
  After looking into it they would have had to give notice in case they wanted to attend but from the sounds of it they may not have bothered to go which would make sense if they knew they were screwed.
- pdpi 3y ago
  > If he decided to quit immediately after the vote then why would the board issue a statement saying he was going to stay on? Why would they issue a statement saying that he was going to stay on without some form of assurance from him? I mean, you're writing a release stating that you're firing your CEO and accusing him of lack of candor. Not exactly the best news to give. You're chasing that with "oh by the way, the chairman of the board is stepping down too", so the news are going from bad to worse. The last thing you want is to claim that said chairman of the board is staying as an employee to have him quit hours later. I find it hard to believe that they'd make mistake as dumb as announcing Greg was staying without some sort of assurance from him, knowing that Greg was Sam's ally.

andrewstuart2 3y ago

It's a comedy but I feel like I learned a lot about SV and VC/board culture from watching HBO's Silicon Valley.

deleted 3y ago

[deleted]

deleted 3y ago

[deleted]

deleted 3y ago

[deleted]

mrandish 3y ago

The details depend on what's specified in the non-profit's Bylaws and Articles of Incorporation. As a 501(c)3 there are certain requirements and restrictions but other things are left up to what the founding board mandated in the documents which created and govern the corporation. Typically, these documents contain provisions for how voting, succession, recusal, eligibility, etc are to be handled. Based on my experience on both for-profit and non-profit boards, the outside members of the board probably retained outside legal counsel to advise them. Board members have specific duties they are obligated to fulfill along with serious legal liability if they don't do so adequately and in good faith.

SkyPuncher 3y ago

Funnily enough, I just started watching Succession last week. This feels like real like succession panning out. Every board member is trying to figure out how to optimize their position.