5 ms·

Do we even have an idea of how the vote went? Greg was not invited (losing Sam one vote), and Sam may have been asked to sit out the vote, so the 3 had a major

by dwd 3y ago

Do we even have an idea of how the vote went? Greg was not invited (losing Sam one vote), and Sam may have been asked to sit out the vote, so the 3 had a majority. Ilya who is at least on "Team Sam" now; may have voted no. Or simply went along thinking he could be next out the door at that point; we just don't know. It's probably fair to say not letting Greg know the board was getting together (and letting it proceed without him there) was unprofessional and where Ilya screwed up. It is also the point when Sam should have said hang-on - I want Greg here before this proceeds any further.

moberley 3y ago
I find it interesting that the attempted explanations, as unconvincing as they may be, are related to Altman specifically. Given that Brockman was the board chairperson it is surprising that there don't seem to be any attempts to explain that demotion. Perhaps its just not being reported to anyone outside but it makes no sense to me that anyone would assume a person would stay after being removed from a board without an opportunity to be at the meeting to defend their position.
- Irishsteve 3y ago
  Maybe the personal issue was Ilya and sam was saying to one board member he has to go and to another he is good.
havercosine 3y ago
Naive question. In my part of the world, board meetings for such consequential decisions can never be called out on such short notice. Board meeting has to be called ahead of time by days, all the board members must be given written agenda. They have to acknowledge in writing that they've got this agenda. If the procedures such as these aren't followed, the firing cannot stand in court of law. The number of days are configurable in the shareholders agreement, but it is definitely not 1 day. Do things work differently in America?
- Zolde 3y ago
  No. Apparently they had to give 48 hours notice for calling special teleconference meetings, and only Mira was notified (not a board member) and Greg was not even invited. > at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally, [] or by electronic transmission. But the bylaws also state that a board member may be fired (or resign) at any time, not necessarily during a special meeting. So, technically (not a lawyer): Board gets majority to fire Sam and executes this decision, notifying Mira in advance of calling the special meeting. During the special meeting, Sam is merely informed that he has been let go already (is not a board member since yesterday). All board members were informed timely, since Sam was not a board member during the meeting.
  - mcv 3y ago
    I don't see how this kind of reasoning can possible hold up. How can board members not be invited to such an important decision? You can't say they don't have to be there because they won't be a board member after this decision; they're still a board member before the decision has been made to remove them. If Ilya was on the side of Sam and Greg, the other 3 never had a majority. The only explanation is that Ilya voted with the other 3, possibly under pressure, and now regrets that decision. But even then it's weird to not invite Greg. And if the vote happened in an illegitimate way, I'd expect Sam and Greg to immediately challenge it and ignore the decision, and that didn't happen.
    - Zolde 3y ago
      Everyone assumes that the vote must have happened during the special meeting, but the decision to fire the CEO/or CEO stepping down may happen at any time. > if the vote happened in an illegitimate way, I'd expect Sam and Greg to immediately challenge it and ignore the decision, and that didn't happen. So perhaps the vote was legit? - Investigation concludes Sam has not been consistently candid. - Board realizes it has a majority and cause to fire Sam and demote Greg. - Informs remaining board members that they will have a special meeting in 48 hours to notify Sam and Greg. Still murky, since Sam would have attended the meeting under assumption that he was part of the board (and still had his access badge, despite already being fired). Perhaps it is also possible to waive the 48 hours? Like: "Hey, here is a Google meet for a special meeting in a few hours, can we call it, or do we have to wait?"
fastball 3y ago
I don't understand how you only need 4 people for quorum on a 6-person board.
- AlanYx 3y ago
  It depends on the corporate bylaws, but the most common quorum requirement is a simple majority of the board members. So 4 is not atypical for quorum on a 6 person board.
- seanhunter 3y ago
  It depends entirely on how the votes are structured, the issue at hand and what the articles of the company say about the particular type of issue. On the board that I was on we had normal matters which required a simple majority except that some members had 2 votes and some got 1. Then there were "Supermajority matters" which had a different threshold and "special supermajority matters" which had a third threshold. Generally unless the articles say otherwise I think a quorum means a majority of votes are present[1], so 4 out of 6 would count if the articles didn't say you needed say 5 out of 6 for some reason. It's a little different if some people have to recuse themselves for an issue. So say the issue is "Should we fire CEO Sam Altman", the people trying to fire Sam would likely try to say he should recuse himself and therefore wouldn't get a vote so his vote wouldn't also count in deciding whether or not there's a quorum. That's obviously all BS but it is the sort of tactic someone might pull. It wouldn't make any difference if the vote was a simple majority matter and they already had a majority without him though. [1] There are often other requirements to make the meeting valid though eg notice requirements so you can't just pull a fast one with your buddies, hold the meeting without telling some of the members and then claim it was quorate so everyone else just have to suck it up. This would depend on the articles of the company and the not for profit though.
- jacquesm 3y ago
  That's a supermajority in principle, but the board originally had 9 members and this is clearly a controversial decision and at least one board member is conflicted, and another has already expressed his regret about his role in the decision(s). So the support was very thin and this being a controversial decision the board should have sought counsel on whether or not their purported reasons had enough weight to support a hasty decision. There is no 'undo' button on this and board member liability is a thing. The probably realize all that which is the reason for the radio silence, they're just waiting for the other shoe to drop (impending lawsuit) after which they can play the 'no comment because legal proceedings' game. This may well get very messy or, alternatively it can result in all parties affected settling with the board and the board riding off into the sunset to wreak havoc somewhere else (assuming anybody will still have them, they're damaged goods).

by dwd 3y ago

moberley 3y ago

I find it interesting that the attempted explanations, as unconvincing as they may be, are related to Altman specifically. Given that Brockman was the board chairperson it is surprising that there don't seem to be any attempts to explain that demotion. Perhaps its just not being reported to anyone outside but it makes no sense to me that anyone would assume a person would stay after being removed from a board without an opportunity to be at the meeting to defend their position.

Irishsteve 3y ago
Maybe the personal issue was Ilya and sam was saying to one board member he has to go and to another he is good.

havercosine 3y ago

Naive question. In my part of the world, board meetings for such consequential decisions can never be called out on such short notice. Board meeting has to be called ahead of time by days, all the board members must be given written agenda. They have to acknowledge in writing that they've got this agenda. If the procedures such as these aren't followed, the firing cannot stand in court of law. The number of days are configurable in the shareholders agreement, but it is definitely not 1 day. Do things work differently in America?

Zolde 3y ago
No. Apparently they had to give 48 hours notice for calling special teleconference meetings, and only Mira was notified (not a board member) and Greg was not even invited. > at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally, [] or by electronic transmission. But the bylaws also state that a board member may be fired (or resign) at any time, not necessarily during a special meeting. So, technically (not a lawyer): Board gets majority to fire Sam and executes this decision, notifying Mira in advance of calling the special meeting. During the special meeting, Sam is merely informed that he has been let go already (is not a board member since yesterday). All board members were informed timely, since Sam was not a board member during the meeting.
- mcv 3y ago
  I don't see how this kind of reasoning can possible hold up. How can board members not be invited to such an important decision? You can't say they don't have to be there because they won't be a board member after this decision; they're still a board member before the decision has been made to remove them. If Ilya was on the side of Sam and Greg, the other 3 never had a majority. The only explanation is that Ilya voted with the other 3, possibly under pressure, and now regrets that decision. But even then it's weird to not invite Greg. And if the vote happened in an illegitimate way, I'd expect Sam and Greg to immediately challenge it and ignore the decision, and that didn't happen.
  - Zolde 3y ago
    Everyone assumes that the vote must have happened during the special meeting, but the decision to fire the CEO/or CEO stepping down may happen at any time. > if the vote happened in an illegitimate way, I'd expect Sam and Greg to immediately challenge it and ignore the decision, and that didn't happen. So perhaps the vote was legit? - Investigation concludes Sam has not been consistently candid. - Board realizes it has a majority and cause to fire Sam and demote Greg. - Informs remaining board members that they will have a special meeting in 48 hours to notify Sam and Greg. Still murky, since Sam would have attended the meeting under assumption that he was part of the board (and still had his access badge, despite already being fired). Perhaps it is also possible to waive the 48 hours? Like: "Hey, here is a Google meet for a special meeting in a few hours, can we call it, or do we have to wait?"

fastball 3y ago

I don't understand how you only need 4 people for quorum on a 6-person board.

AlanYx 3y ago
It depends on the corporate bylaws, but the most common quorum requirement is a simple majority of the board members. So 4 is not atypical for quorum on a 6 person board.
seanhunter 3y ago
It depends entirely on how the votes are structured, the issue at hand and what the articles of the company say about the particular type of issue. On the board that I was on we had normal matters which required a simple majority except that some members had 2 votes and some got 1. Then there were "Supermajority matters" which had a different threshold and "special supermajority matters" which had a third threshold. Generally unless the articles say otherwise I think a quorum means a majority of votes are present[1], so 4 out of 6 would count if the articles didn't say you needed say 5 out of 6 for some reason. It's a little different if some people have to recuse themselves for an issue. So say the issue is "Should we fire CEO Sam Altman", the people trying to fire Sam would likely try to say he should recuse himself and therefore wouldn't get a vote so his vote wouldn't also count in deciding whether or not there's a quorum. That's obviously all BS but it is the sort of tactic someone might pull. It wouldn't make any difference if the vote was a simple majority matter and they already had a majority without him though. [1] There are often other requirements to make the meeting valid though eg notice requirements so you can't just pull a fast one with your buddies, hold the meeting without telling some of the members and then claim it was quorate so everyone else just have to suck it up. This would depend on the articles of the company and the not for profit though.
jacquesm 3y ago
That's a supermajority in principle, but the board originally had 9 members and this is clearly a controversial decision and at least one board member is conflicted, and another has already expressed his regret about his role in the decision(s). So the support was very thin and this being a controversial decision the board should have sought counsel on whether or not their purported reasons had enough weight to support a hasty decision. There is no 'undo' button on this and board member liability is a thing. The probably realize all that which is the reason for the radio silence, they're just waiting for the other shoe to drop (impending lawsuit) after which they can play the 'no comment because legal proceedings' game. This may well get very messy or, alternatively it can result in all parties affected settling with the board and the board riding off into the sunset to wreak havoc somewhere else (assuming anybody will still have them, they're damaged goods).