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If OpenAI became a non-profit with this in its charter: “resulting technology will benefit the public and the corporation will seek to open source technology f
by troupe 3y ago
If OpenAI became a non-profit with this in its charter:
“resulting technology will benefit the public and the corporation will seek to open source technology for the public benefit when applicable. The corporation is not organized for the private gain of any person"
I don't think it is going to be hard to show that they are doing something very different than what they said they were going to do.
- cpill 3y agoyeah, the lawyers will have the whole case on those two words: "where applicable"
- ant6n 3y agoRather „not organized for the private gain of any person“
- notnaut 3y agoCorporations aren’t people, my friend
- djbusby 3y agoThe persons are the core team of OpenAI maybe?
- theendisney4 3y agoUsually the person who paid for everything is entitled to some of the profit. Telling him it is a donation to a non profit seems legally hilarious?
- HarHarVeryFunny 3y agoMusk didn't pay for everything. He took his money and left, upset that OpenAI wouldn't let him run it. It was precisely because Musk stopped funding them that OpenAI were forced to seek outside investors and change their corporate structure to be able to offer them a return on the investment.
- theendisney4 3y agoThe text says he donated more millions after he left. Is it normal in startup world to dranatically(?) change the formula for investment and donation rounds? It sounds like, i donate to a soup kitchen for the homeless and a high end restaurant chain comes out the other end. Complete with investors. Curious what the court might find. It is certainly interesting drama (again)
- HarHarVeryFunny 3y agoObviously this was originally presented as a non-profit, so not a normal startup by any means, but certainly it is normal for startups to "pivot" direction early on and end up doing something completely different than what they initially said. I'm not sure at what point this might upset investors, but I believe the idea is that they are usually investing in the team as much as the idea.
- eftychis 3y agoCorporations definitely count as legal persons, with obligations and rights. This gave us the Citizens United v. Federal Election Commission, 558 U.S. 310, i case on their right to speech or place funds.
- worik 3y ago> Corporations definitely count as legal persons, with obligations and rights. I am not a lawyer, I am cynical Corporations count as legal persons when it benefits them
- ant6n 3y agoTrue. When’s the last time a corporation had to go to prison.
- deleted 3y ago[deleted]
- staller 3y agoIt even predates Citizens United, 1 U.S. Code § 1 (introduced by The Dictionary Act in 1871) defines Corporations as people. https://www.law.cornell.edu/uscode/text/1/1 https://www.law.cornell.edu/uscode/text/1/1
- JumpCrisscross 3y ago> even predates Citizens United It goes back to 1886 [1]. Ditching corporate personhood just makes the law convoluted for no gain. (Oh, you forgot to say corporations in your murder or fraud statute? Oh no!) [1] https://en.m.wikipedia.org/wiki/Corporate_personhood https://en.m.wikipedia.org/wiki/Corporate_personhood
- renegade-otter 3y agoIt gives rights, not obligations, which makes Citizens United so abhorrent. It's a dark money vehicle, and worse - foreign dark money. Just on the face of it its ridiculous, but alas, laws are made by the ultra rich. A corporation has the right to "speech" but if crimes are committed, rest assured it will not go to jail, and neither will its executives, protected by layers of legal indirection of this "person corporation".
- BurningFrog 3y agoAll money streams lead to people in the end.
- pionar 3y agoIn the US they are, thanks to Citizens United.
- skissane 3y ago> In the US they are, thanks to Citizens United. The idea of corporations as legal persons predates the United States. English law recognised trade guilds and religious orders as legal persons as early as the 14th century. There is nothing specifically American about the idea at all-the US inherited it from English law, as did all other common law countries-and English law didn’t invent it either, similar concepts existed in mediaeval Catholic canon law (religious orders as legal persons) and even in Ancient Roman law (which granted legal personhood to pre-Christian priestly colleges)
- marshray 3y agoFascinating! Also, the root "corp[us]" literally means "body". Corporations are Frankensteins, basically.
- btown 3y agoYep - the very existence of a widespread concern that open sourcing would be counter to AI safety, and thus not "for the public benefit," would likely it very hard to find OpenAI in violation of that commitment. (Not a lawyer, not legal advice.)
- BiteCode_dev 3y agoGiven there have is a thriving open source AI scene, not sure how it would stand.
- llamaLord 3y agoYeah but has that community grown because of OpenAI, or in spite of it. IMO the only real involvement OpenAI has had in that movement is suddenly getting REAL hand-wringy Infront of Congress about how dangerous AI is the moment OpenAI no longer held the only set of keys to the kingdom.
- jprete 3y agoIANAL but I don't think a court case hinges whether OpenAI is actually open; neither open-source nor closed-source are directly required to fulfill the charter. I think it would be about the extent to which the for-profit's actions and strategy have contradicted the non-profit's goals.
- 99_00 3y agoIs the charter legally binding? Is it unchangeable? A single quote doesn't tell us much.
- troupe 3y agoGoing to the IRS and saying, "This is how we plan to benefit humanity and because of that, we shouldn't have to pay income tax." and then coming back later and saying, "We decided to do the opposite of what we said." is likely to create some problems.
- 99_00 3y agoI don't understand what point your example or analogy is illustrating. Can you state the point you are making? No one is alleging OpenAI committed tax fraud.
- pizzafeelsright 3y agoTrue. Non profits exist, and they pay their leaders very well, and some that are probably corrupt provide very little benefit "for the greater good" or whatever the requirements are for non profit status.
- zizee 3y agoThe point is possibly that there are rules that prevent organisations started as non-profit to transition to for-profit. Note: I am just spitballing. I cannot speak definitely about the law or what the GP was saying.
- deleted 3y ago[deleted]
- Spivak 3y agoRight, and when they decide to do the opposite they lose the tax benefit, I'm not really sure there's an argument that says they can't change their designation.
- gamblor956 3y agoFrom the Articles of Incorporation: "The specific purpose of this corporation is to provide funding for research, development and distribution of technology related to artificial intelligence. The resulting technology will benefit the public and the corporation will seek to open source technology for the public benefit when applicable." Based on this, it would be extremely hard to show that they are doing something very different from what they said they were going to do, namely, fund the research and development of AI technology. They state that the technology developed will benefit the public, not that it will belong to the public, except "when applicable." It's not illegal for a non-profit to have a for-profit subsidiary earning income; many non-profits earn a substantial portion of their annual revenue from for-profit activities. The for-profit subsidiary/activity is subject to income tax. That income then goes to the non-profit parent can be used to fund the non-profit mission...which it appears they are. It would only be a private benefit issue if the directors or employees of the non-profit were to receive an "excess benefit" from the non-profit (generally, meaning salary and benefits or other remuneration in excess of what is appropriate based on the market).
- ethbr1 3y agoThe "when applicable" is ambiguous, but IANAL. Does it become applicable to open source when "The resulting technology will benefit the public"? That seems the clearest read. If so, OpenAI would have to argue that open sourcing their models wouldn't benefit the public, which... seems difficult. They'd essentially have to argue that the public paying OpenAI to use an OpenAI-controlled model is more beneficial. Or does "when applicable" mean something else? And if so, what? There aren't any other sentences around that indicate what else. And it's hard to argue that their models technically can't be open sourced, given other open source models.
- gamblor956 3y agoThe "when applicable" is like the preamble to the Constitution. It may be useful for interpreting the rest of the Articles of Incorporation but does not itself have any legal value. After all, the AOI doesn't specify who determines "when applicable," or how "when applicable" is determined, or even when "when applicable" is determined. Without any of those, "when applicable" is a functionally meaningless phrase, intended to mollify unsavvy investors like Musk without constraining or binding the entity in any way. If so, OpenAI would have to argue that open sourcing their models wouldn't benefit the public, which... seems difficult. No, they don't have to do anything at all, since they get to decide when "when applicable" applies. And how. And to what... Or does "when applicable" mean something else? And if so, what? There aren't any other sentences around that indicate what else. And it's hard to argue that their models technically can't be open sourced, given other open source models. Exactly. That's the problem. There needs to be more to make "when applicable" mean something, and the lawyers drafting the agreement deliberately left that out because it's not intended to mean anything.
- samstave 3y ago[dead]
- Aloisius 3y agoLet's say for the sake of argument that they violated their original charter, it still wouldn't give Musk standing to bring the suit. The charter is not a contract with Musk. He has no more standing than you or I.
- pizzafeelsright 3y agoHe has........ attention.
- sonicanatidae 3y ago[flagged]
- Matticus_Rex 3y agoIf Musk's tens of millions in donations were in reliance on the charter and on statements made by sama, Brockman, etc., there's probably a standing argument there. Musk is very different than you or I -- he's a co-founder of the company and was very involved in its early work. I wouldn't guess that standing would be the issue they'd have trouble with (though I haven't read the complaint).
- Aloisius 3y agoI don't see how being a former co-founder or a donor gives one standing for this. He has no ownership stake. He isn't a director or member of the organization. The thing he claims is a contract he's party to, isn't.
- shp0ngle 3y agoThey claim that this is about the end result, but in the meantime, they can license the not-yet-done AI to Microsoft.
- LudwigNagasena 3y ago[flagged]
- eecc 3y ago[flagged]
- kangaroozach 3y ago[flagged]
- remram 3y agoArguably a lot of it is "done". They sell subscriptions to third parties...
- jasonfarnon 3y agoTheir argument is that the profit from the license assists in reaching the end result. E.g. giving them compute power.
- _heimdall 3y agoIf that's the interpretation, its cpletely open ended and OpenAI has full rights to move goal posts for as long as they wish by redefining "done". Technologies are never "done" unless and until they are abandoned. Would it be reasonable for OpenAI to only open source once the product is "done" because it is obsolete or failed to meet performance metrics? And is that open sourcing of the training algorithm, the interpretation engine, or the produced data model?
- FooBarBizBazz 3y agoOpenAI being a nonprofit is like Anthony Levandowski’s "Way of the Future" being a 501(c) (3) religious nonprofit. All of which is lifted from Stranger in a Strange Land and L. Ron Hubbard's Scientology. (It wouldn't be the first time someone made a nerd-cult: Aum Shinrikyo was full of physics grad students and had special mind-reading hats. Though that was unironically a cult. Whereas the others were started explicitly as grifts.) It's like they have no shame.
- Geezus_42 3y agoSay hello to "effective altruism".
- FooBarBizBazz 3y agoFrom a distance that looked ok to me at first. It looked like some bloggers writing essays about what is good, with the attitude of a policy wonk. But clearly it's also provided the moral rhetoric behind such bizarre groups as SBF's Adderall-fueled crypto-grift polycule, so I wouldn't be surprised if there are others I don't know about. Maybe you have more examples.
- neximo64 3y agoIts easy to show this, since the the corporation itself is doing this. The separate entity is the one going for revenue.
- Jensson 3y agoYou can't just give away all assets of a non-profit to a for-profit and say that now the old non-profit values no longer matters.
- catchnear4321 3y agono one said the values would no longer matter - they just wouldn’t be furthered by said assets. you might think that that also suggests that the values no longer matter, but that would be to say that the only way to prove that something matters is with money or money equivalents. to “put your money where your mouth is,” if you will.
- hamoodhabibi 3y ago[dead]
- az226 3y agoThe $10M “equity” awards being vested flies in the face of private gain.
- throwitaway222 3y agoUnfortunately you can also easily show that they ARE doing these things too. Open source. Check - they have open source software available. Private Gain of any person. Check (Not hard to see it's a non-profit. People that make private money from a non-profit is obviously excluded) Now to me, personally, I think all non-profits are for-profit enterprises. The "mission" in nearly all cases isn't for the "people it serves". I've seen so many "help the elders" "help the migrants" but the reality is, money always flows up, not to the people in need.
- _heimdall 3y agoI don't expect a case against OpenAI to be given the leeway to bring into question the entire notion of a nonprofit. There are long standing laws (and case law) for nonprofit entities, it won't all get thrown out here.
- catoc 3y agoAny case law dealing with companies with similar non-profit-Founding Agreements pivoting to for-profit companies?
- _heimdall 3y agoNot that I'm aware of, though its definitely not my area. I can't think of another example of a nonprofit that was so financially viable that it converted to for-profit though, usually a nonprofit just closes down.
- catoc 3y agoIf it's indeed the first, may be they will be given the leeway to set a legal precedent? One can hope.
- stubish 3y agoSo much of the discussion here is about being a non-profit, but per your quote I think the key is open source. Here we have people investing in an open source company, and the company never opened their source. Rather than open source technology everyone could profit from, they kept everything closed and sold exclusive access. I think it is going to be hard for OpenAI to defend their behavior, and a huge amount of damages to be claimed for all the money investors had to spend catching up.
- tracerbulletx 3y agoIt says "will seek to open source technology for the public benefit when applicable" they have open sourced a number of things, Whisper most notably. Nothing about that is a promise to open source everything and they just need to say it wasn't applicable for ChatGPT or DallE because of safety.
- stubish 3y agoI doubt the safety argument will hold up in court. Anything safe enough to allow Microsoft or others access too would be safe enough to release publicly. Our AI overlords are not going to respect an NDA. And for the public safety/disinformation side of things, I think it is safe to say that cat is out of the bag and chasing the horse that has bolted.
- sanxiyn 3y agoI am unsure. You can't (for example) fine tune over API. Is anything safe for Microsoft to fine tune really safe for Russia, CCP, etc. to fine tune? Open weight (which I think is more accurate term than open source here) models enable both much more actors and much more actions than the current status.
- pclmulqdq 3y agoYou can fine tune over the API. Also, Russia and the CCP likely have the model weights. They probably have spies in OpenAI or Microsoft with access to the weights.
- 1vuio0pswjnm7 3y agoWhat about damages. How difficult to show. In case anyone is confused I am referring to 126, 132 and 135. Not 127. "126. As a direct and proximate result of Defendants breaches, Plaintiff has suffered damages in an amount that is presently unknown, but that substantially exceeds this Courts jurisdictional minimum of $35,000, and, if necessary, will be proven at trial. 127. Plaintiff also seeks and is entitled to specific performance of Defendants contractual obligations. 132. Injustice can only be avoided through the enforcement of Defendants repeated promises. If specific enforcement is not awarded, then Defendants must at minimum make restitution in an amount equal to Plaintiffs contributions that have been misappropriated and by the amount that the intended third-party beneficiaries of the Founding Agreement have been damaged [how??], which is an amount presently unknown, and if necessary, will be proven at trial, but that substantially exceeds this Courts jurisdictional minimum of $35,000. 135. As a direct and proximate result of Defendants breaches of fiduciary duty, Plaintiff and the express intended third-party beneficiaries of the Founding Agreement have suffered damages in an amount that is presently unknown, but substantially exceeds this Courts jurisdictional minimum of $35,000, and if necessary, will be proven at trial." The end result of this suit, if it is not dismissed, may be nothing more than OpenAI settling with the plaintiffs for an amount equal to the plaintiffs' investments. According to this complaint, we are supposed to be third-party beneficiaries to the founding agreement. But who actually believes we would be compensated in any settlement. Based on these claims, the plaintiffs clearly want their money back. Of course they are willing to claim "the public" as TPBs to get their refund. Meanwhile, in real life, their concern for "the public" is dubious. Perhaps the outcome of the SEC investigation into Altman's misrepresentations to investors, if any, may be helpful to these plaintiffs.
- bwilliams18 3y agoElon's asking for specific performance (IE they uphold the agreement) not damages.
- loceng 3y agoOpenAI, even the name was his suggestion from what I remember reading, wouldn't exist without him - other investors may not have invested either without his money essentially vouching for the organization, and also its primary AI developer likely wouldn't have joined the OpenAI either if it wasn't for AI; who I believe is the one who recently announced they're leaving OpenAI, and I'd speculate they're joining Elon's new AI effort.
- deleted 3y ago[deleted]
- belter 3y agoTaking into account, the reported reason Elon Musk departed from the project, is because he wanted OpenAI to merge with Tesla, and he would take complete control of the project, this lawsuit smells of hypocrisy. "The secret history of Elon Musk, Sam Altman, and OpenAI" - https://www.semafor.com/article/03/24/2023/the-secret-history-of-elon-musk-sam-altman-and-openai https://www.semafor.com/article/03/24/2023/the-secret-histor... But that was to be expected, from the guy who forced his employees to go work with Covid and claimed danger of Covid infection to show up at a Twitter aquisition deposition... "Tesla gave workers permission to stay home rather than risk getting covid-19. Then it sent termination notices." - https://www.washingtonpost.com/technology/2020/06/25/tesla-plant-firings/ https://www.washingtonpost.com/technology/2020/06/25/tesla-p... "Musk declined to attend in-person Twitter deposition, citing COVID exposure risk" - https://thehill.com/regulation/court-battles/3675282-musk-declined-to-attend-in-person-twitter-deposition-citing-covid-exposure-risk/ https://thehill.com/regulation/court-battles/3675282-musk-de...
- loceng 3y agoCan you cite the specific line and source claiming "reported reason Elon Musk departed from the project"? Feels taken out of context from what I remembering reading before. Not sure I'd trust Washington Post to present a story accurately - whether the termination notices were relevant to the premise presented. Did he attend the Twitter deposition via video? Seems like a hit piece.
- belter 3y ago"...And Musk proposed a possible solution: He would take control of OpenAI and run it himself. Altman and OpenAI’s other founders rejected Musk’s proposal. Musk, in turn, walked away from the company — and reneged on a massive planned donation. The fallout from that conflict, culminating in the announcement of Musk’s departure on Feb 20, 2018..."
- loceng 3y agoSo you removed the context that the solution - for them betraying-violating the non-profit agreement - was for him to take it over and realign it back following its intended principles during OpenAI's formation-conception?
- seanhunter 3y agoCompanies pivot all the time. You have to do more than show they are doing something different from what they originally said they would do if you want to win an investor lawsuit.