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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.

>>robswc+(OP)
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+(OP)
>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+(OP)
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.

>>0xDEF+i1
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.

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

>>cowl+H1
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?

>>crop_r+61
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.

>>cowl+H1
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.

>>robswc+X1
You'd have to read the company charter and by-laws.

>>throwa+N6
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.

>>robswc+(OP)
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.

>>throwa+N6
> 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.

>>robswc+(OP)
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.

>>pdpi+Oh
> Why would they issue a statement saying that he was going to stay on without some form of assurance from him?

Maybe to make it clear that if he leaves, it is him quitting not him being fired. This would avoid potential legal issues.

Maybe they thought there was a chance be would stay.

>>robswc+X1
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.

>>adastr+mL
Thank you for a real answer, this is what I was looking for!