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Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by abi on Tuesday November 21, 2023 @09:14PM (#38373762)
I mean it's not cool for board members to publicly criticize the company.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by zucker42 on Tuesday November 21, 2023 @09:50PM (#38374090)
I think you're taking the intuition from a for-profit company and wrongly applying it to a non-profit company. When a board member criticizes a for-profit company, that's bad because the goal of the company is make a profit, and bad PR is bad for profit. A board member criticizing a non-profit doesn't have the same direct connection to a result opposite of the goals of the company. And if you actually read the page, it's an extremely mild criticism of OpenAI's decisions.

This situation is simultaneously "reckless board makes ill-considered mistake to suddenly fire CEO with insufficient justification" and "non-profit CEO slowly changes the culture of a non-profit to turn it into profit-seeking enterprise that he has a large amount of control over".

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by Aunche on Tuesday November 21, 2023 @11:08PM (#38374643)
>A board member criticizing a non-profit doesn't have the same direct connection to a result opposite of the goals of the company.

Even in a nonprofit, the board has an obligation to maintain a good working relationship with their organization. It's very rare for a board member to publicly criticized for their own organization.

Also, this argument goes out the window because OpenAI is not just a nonprofit. When they started their for-profit subsidiary in 2019, they accepted a fiduciary duty to their investors.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by sarchertech on Wednesday November 22, 2023 @12:01AM (#38374925)
That’s not how that works. You can argue that Ilya has a fiduciary responsibility to the investors as an officer of the company. Toner doesn’t. She is an independent board member on the board of the non-profit that owns a controlling share in the company, but she doesn’t personally own a majority share of the company. As an independent board member, she has no duty but to uphold the charter. She represents no shareholders.

Majority shareholders may have some fiduciary responsibility to minority shareholders, so you might be able to make the argument that the board as a whole shouldn’t write disparaging remarks about the company. But even that argument is tenuous.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by Aunche on Wednesday November 22, 2023 @12:31AM (#38375079)
She joined the board of OpenAI knowing that they owned a for profit subsidiary that received billions of dollars of investment. Being independent means that she could provide a unique outsider perspective, not that she has no obligations to her organization whatsoever. If you're going to be completely independent, you shouldn't be surprised when over 90% of the organization turns against you.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by sarchertech on Wednesday November 22, 2023 @12:51AM (#38375171)
Whether people turn against her or not is irrelevant to my point. She has no personal fiduciary duty to the minority shareholders in the for-profit company. Her only duty is to the charter.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by Aunche on Wednesday November 22, 2023 @01:27AM (#38375481)
That people turned against her is relevant because it demonstrates how untenable this standard of independence is. A charter is just a collection of words. She isn't a board member to a collection of words. She's a board member to an organization of people
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by sarchertech on Wednesday November 22, 2023 @09:20AM (#38379515)
It’s not relevant to my point that she has no fiduciary duty to anything but the charter.

Her only personal fiduciary responsibility is to the mission defined in that collection of words, not to the employees of the for-profit.

That’s how this works whether you think it should or not.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by Aunche on Wednesday November 22, 2023 @09:36AM (#38379756)
Are you going to engage with anything I say or are you just going repeat yourself again? Is there a divine stone tablet that commands a nonprofit board member is solely responsible for the nonprofit's charter that I'm missing?
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by sarchertech on Wednesday November 22, 2023 @01:22PM (#38382978)
No because it's not relevant to the only point I made, which is that Helen Toner has no personal fiduciary responsibility to the investors of the for-profit.

You implied that she couldn't publicly disparage the for-profit because the board has a fiduciary responsibility to the minority investors in the the for-profit. I only piped up to correct that single point because it's wrong.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by Aunche on Wednesday November 22, 2023 @01:44PM (#38383323)
I mean sure was free to publicly disparage her organization, but then she can't expect not to be antagonized. My point is that being a board member is a responsibility, it's valid for Sam to interpret her paper as a violation of her responsibility.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by sarchertech on Wednesday November 22, 2023 @02:30PM (#38383949)
>being a board member is a responsibility

And that responsibility is defined as a fiduciary duty to the mission of the organization as defined in the charter.

As a fellow board member, if Sam thinks Helen's behavior is in conflict with the mission of OpenAI as defined in the charter, he is free to push for her removal.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by calf on Wednesday November 22, 2023 @01:14AM (#38375357)
Or, the organization has an obligation to respect freedom of academic inquiry, because the truth is what helps organizations grow, change, and mature, does it not? If the company cannot handle independent critique then its fragility is not the fault of the researcher who is telling the truth.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by ruszki on Wednesday November 22, 2023 @12:02AM (#38374927)
> accepted a fiduciary duty to their investors.

Did they?

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by cycomanic on Tuesday November 21, 2023 @10:31PM (#38374425)
What do you mean? Schmidt was on Apple's board for 3 years while he was CEO of Google. Do you think Google did not criticise Apple during that whole time (remember that the CEO is ultimately responsible for the company communications)?

Even more in the case of OpenAI, the board member is on the board of a non-profit, those are typical much more independent and very often more critical of the decisions made by other board members. Just search for board members criticising medical/charity/government boards they are sitting on, there are plenty.

That's not even considering if the article was in fact critical.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by selestify on Tuesday November 21, 2023 @10:49PM (#38374545)
Why was Schmidt on Apple’s board? Did he care about Apple’s mission or Apple shareholders?
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by nvm0n2 on Wednesday November 22, 2023 @08:53AM (#38379125)
FWIW that was a pretty strained relationship and iirc Eric had to frequently recuse himself during any discussion of the iPhone which eventually made his membership untenable.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by kragen on Tuesday November 21, 2023 @09:19PM (#38373800)
it's not cool for companies to try to shut down academic freedom of inquiry in scholarly publishing in order to improve their public image

her independence from openai was the nominal reason she was asked to supervise it in the first place, wasn't it

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jxi on Tuesday November 21, 2023 @09:42PM (#38374024)
He wasn't shutting down her academic freedom. However, if you're going to diss what your own company is doing and praise competitors, you probably shouldn't be on the board.

>During the call, Jason Kwon, OpenAI’s chief strategy officer, said the board was endangering the future of the company by pushing out Mr. Altman. This, he said, violated the members’ responsibilities.

>Ms. Toner disagreed. The board’s mission is to ensure that the company creates artificial intelligence that “benefits all of humanity,” and if the company was destroyed, she said, that could be consistent with its mission.

This person is too far gone. Life isn't a movie.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by kragen on Tuesday November 21, 2023 @09:51PM (#38374098)
that would be true for a for-profit company where her fiduciary duty was to shareholders, but in this case, given the charter in question, not publicly criticizing the company would be more likely to be a breach of her fiduciary duty
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by sudosysgen on Tuesday November 21, 2023 @09:45PM (#38374044)
This is a non-profit, not a for profit company. Nominally, she's on the board precisely to criticize.
[dead]
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by comp_throw7 on Tuesday November 21, 2023 @10:02PM (#38374214)
> A board member cannot sabotage their own company.

Criticism (especially valid criticism) is not sabotage, and in any case the board's responsibility is to advance the charter, not to support the (non-profit) company regardless of what it's doing.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jibal on Tuesday November 21, 2023 @10:29PM (#38374408)
> This person is too far gone. Life isn't a movie.

This comment is a credibility killer. "This person", as a member of the board of a non-profit, has a duty to keep the non-profit on mission, and even to call for its dissolution if that isn't possible.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jxi on Tuesday November 21, 2023 @11:20PM (#38374677)
How far should she go to fulfill her interpretation of that duty? Should she even commit crimes in order to keep the non-profit mission? There's 700+ employees that disagree with her interpretation of the company's mission, and yet she stubbornly maintains that hers is correct and that it's her duty to destroy the company (or even sell it to Anthropic) to fulfill her duty.

This is delusion, and she thinks she's some hero that's saving the world by keeping it a non-profit when in reality it's just creating needless chaos and even impacting innocent people's livelihoods.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by kragen on Tuesday November 21, 2023 @11:46PM (#38374822)
> Should she even commit crimes

probably not, but continuing to publish research papers of the kind that got her the job in the first place seems reasonable maybe

but that's what altman was criticizing her for, not for committing crimes, which as far as anyone knows she hasn't done

> There's 700+ employees that disagree with her interpretation

maybe, maybe not, but the standard way that nonprofits and other companies work is that the employees do what the management tells them, the management does what the board tells them, and the board does what the shareholders or the charter tells them, and in all cases, if they refuse, they get fired

if you're an employee at the american cancer society and you decide that malaria in africa is a more important cause, you probably shouldn't expect to be able to continue using the acs's assets to fight malaria in africa. it might happen, but you shouldn't be at all surprised if you get fired

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jxi on Wednesday November 22, 2023 @12:05AM (#38374942)
Again, who's stopping her from publishing research papers? She felt threatened and decided to retaliate by orchestrating firing Sam.

They likely violated RICO by essentially nuking the company's valuation and trying to sell to Anthropic. That is a crime, by the way, so they don't seem above that.

They haven't given even a clear reason for firing Sam. "Not being candid" with no evidence doesn't sound like it directly violates "the charter", but you can really argue anything when you're just "interpreting" the charter.

Anyway, you can make infinite excuses for their actions and justify them infinite ways. Hopefully you agree that the current situation is a giant mess, and it's caused by their narrow misguided interpretation of their job, and it's at the expense of basically everybody else.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jibal on Wednesday November 22, 2023 @03:13AM (#38376423)
> They likely violated RICO

LOL

Nothing you have said is credible or honest.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by dragonwriter on Wednesday November 22, 2023 @03:16AM (#38376445)
> They likely violated RICO by essentially nuking the company's valuation and trying to sell to Anthropic.

Really. What is/are the predicate offense(s) for this alleged RICO violation?

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by murakamiiq84 on Tuesday November 21, 2023 @11:41PM (#38374797)
She has a legally binding charter (well, assuming OpenAI's charter actually holds up in court, which we may end up seeing as the next logical step in the drama) to use board powers to further the non-profit mission. She does not have a legally binding obligation to commit crimes.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jibal on Wednesday November 22, 2023 @03:11AM (#38376407)
> Should she even commit crimes in order to keep the non-profit mission?

Should you argue in bad faith?

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by ecshafer on Tuesday November 21, 2023 @09:43PM (#38374032)
There is a difference between independent from an organization, and someone that takes a public stand against a company. Reading that paper, which I am not really impressed with, they are taking a stance that openai's current trajectory is not as good as a competitor. I bet that if a Microsoft board member wrote a paper how Google search is better than Bing / AWS Better than Azure / OSX better than Windows they would be reprimanded also.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by abracadaniel on Tuesday November 21, 2023 @10:13PM (#38374283)
A comparison to another nonprofit would make more sense. A board member of the Komen Foundation being reprimanded for pointing out that other nonprofits are far more effective at helping cancer research would be a better comparison.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by ralfd on Tuesday November 21, 2023 @10:12PM (#38374278)
But I bet if a Greenpeace-like-organization board member would write a paper how a different environmental group is greener, they would be praised.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jibal on Tuesday November 21, 2023 @10:31PM (#38374423)
Non-profits and for-profits aren't comparable. The latter have a duty to make money. The former has a duty to its mission.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by foota on Tuesday November 21, 2023 @09:37PM (#38373967)
I'm not sure you should get to have your cake and eat it too.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @09:40PM (#38373996)
You seem to be fundamentally misunderstanding the role of non-executive board members.

In many cases they're industry experts / academics and in many cases those academics continue to publish papers that look objectively at the actions of all companies in their sphere of influence, including the one they're on the board of.

It's _expected_ for them to publish this type of material. It's literally their job. Cheerleading is for the C-suite.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by foota on Tuesday November 21, 2023 @11:36PM (#38374763)
They've admitted that they think it would be better to destroy open AI than to continue on its path, but how can an organization uphold its goals if it doesn't exist?

Imo you have to commit to working within an organization if you're on its board, you can't burn it down from within. I think it's less of an issue to try to remove the CEO if you don't agree with the direction they're taking, but this was obviously done in a sloppy manner in this case, and their willingness to destroy it makes me distrust them (not that my opinion matters per se).

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @11:47PM (#38374833)
> but this was obviously done in a sloppy manner

I don't think it was done in a sloppy manner, I think there's a huge amount of spin and froth being generated to make it _look_ like it was done in a sloppy manner, but the reality is that the board took an executive action, released a discreet and concisely worded press release and then fell silent, which is 100% professional behaviour.

To me it's the other side that are acting sloppily, they're thrashing around like maniacs, they're obviously calling in favours behind the scenes as supportive articles are popping up all over the place, apparently employees were calling other employees in the middle of the night urging them to sign the 'I'll quit unless' letter, employees have been fed a misleading narrative (two of them, actually) about why the action was taken in the first place which riled them up...

I have to assume here that the board - as they're the ones acting professionally - similarly acted professionally before the firing and discussed the matter at great length and only resorted to this last minute firing because of exigent circumstances. The fact that a fired employee was able to cajole/bluff/whatever his way back into the office to prove some sort of point suggests that the board's action may have been necessary. What exactly was done during that time in the office, one might ask? Were systems accessed? Surely it was an unauthorised entry and a major security violation.

You do see that that action (re-entering the office after being fired) gives off lunatic vibes, don't you? Maybe it really did come down to 'yeah you're technically my boss but I'm gonna do whatever the hell I want and there's nothing you can do about it because everyone loves me' to which the board's only possible course of action is to fire immediately.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by foota on Tuesday November 21, 2023 @11:51PM (#38374859)
I don't think Sam cajoled their way and talked to the employees, as I understand it Ilya talked with the staff and revealed what they claimed were the reasons for the firing.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @11:56PM (#38374895)
In your opinion, was a crime committed when that person returned to the office?

Either by himself or by the person that permitted him access knowing beyond any reasonable doubt that they were not authorized to be there?

If systems were accessed, was another crime committed?

If a person facilitated that access, has the boundary for 'conspiracy to commit...' been reached?

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by foota on Wednesday November 22, 2023 @01:02AM (#38375248)
What? It's my understanding Sam Altman was invited back to talk to the board, and Ilya is still employed there.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Wednesday November 22, 2023 @01:27AM (#38375485)
Were the board members in the office on that day?

I just find the whole thing weird. I just think it seems unlikely that a board would decide something then about-face so rapidly as to have a meeting at the office the next day. It would be conventional for further meetings to take place at the offices of lawyers, for example.

It would also be normal for the non-fired members of staff to be instructed to have no further contact with the fired person without legal counsel present.

Sometimes it seems very much like everyone here is really playing to the cameras in a big way.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by kragen on Tuesday November 21, 2023 @09:38PM (#38373984)
that does seem to be what altman was attempting: he wanted to have the cake of independent board members, but eat it by having them never express any opinions contrary to his own
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @09:39PM (#38373993)
It's a nonprofit board & it's absolutely the role of advisory board members to continue their work in the sector they're specialized in without bias.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jxi on Tuesday November 21, 2023 @09:44PM (#38374040)
But she was biased. She seemed so biased against her own company that her intended course of action seems to be to destroy it.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @09:45PM (#38374048)
If she has a justifiable reason for holding that position it isn't bias.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by kickopotomus on Tuesday November 21, 2023 @09:56PM (#38374154)
OpenAI does not have an advisory board. She is on the board of directors and has fiduciary responsibilities. It does not matter that the parent organization is a non-profit. The duty remains.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by comp_throw7 on Tuesday November 21, 2023 @10:03PM (#38374221)
Yes, those responsibilities are to advance the charter of the organization, which notably is totally compatible with publishing articles that contain mild criticism of the organization's behavior.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by jprete on Tuesday November 21, 2023 @10:08PM (#38374244)
The board’s fiduciary duties are to the charter of the nonprofit. They have no duty to protect the for-profit-OpenAI’s profits, reputation, or anything else.
Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @10:05PM (#38374231)
This has been argued here already and dissected thoroughly.

It's basically restating 'her role is to cheerlead' but with more sophisticated wording.

You haven't made an argument, you've just used longer words to restate your (incorrect) opinion.

Also I never said they had an 'advisory' board. Board members ar either executive or non-executive members. If they're nonexec then their role is to advise the executive members. They're generally fairly independent and many nonexecutive board members serve on the boards of multiple companies, sometimes including ones that are nominally in competition with each other.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by kickopotomus on Tuesday November 21, 2023 @10:15PM (#38374299)
No, I never said that her role is to "cheerlead". Refraining from public disparaging remarks is not a big ask for a board member. Especially if those thoughts were not first brought before the board, which is where such disputes should be resolved.

> Also I never said they had an 'advisory' board

From your comment: "...it's absolutely the role of advisory board members to continue their work".

Not sure how someone is meant to parse that except for you to imply that she was a member of an advisory board.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @10:27PM (#38374395)
> Not sure how someone is meant to parse that

Someone is meant to use context and understand that when the context clearly refers to someone who is well known to be a member of the board of directors, 'advisory board member' means that they are a board member in an advisory role, aka a nonexec.

That assumes that someone is familiar with the structure and makeup of boards of directors. It's a bit rude to participate in a conversation if you're not familiar with the subject matter and the meaning of words-in-context as you just waste peoples time making them elaborate.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by kickopotomus on Tuesday November 21, 2023 @10:37PM (#38374458)
> 'advisory board member' means that they are a board member in an advisory role, aka a nonexec

No, those are not synonyms. Advisory boards are distinct from the board of directors. Advisory board members have roles similar to what you alluded to in your original comment and do not have fiduciary duties, hence my confusion.

Non-exec board members are not involved with day-to-day business operations but their fiduciary duties are no different than exec members.

Language has meaning. Don't insult others for your own clumsy usage.

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by 15457345234 on Tuesday November 21, 2023 @10:39PM (#38374481)
Oh well I guess I used the wrong word then, but from context you should have been able to figure out the intent behind my words.

Only human!

> Don't insult others for your own clumsy usage.

We're on the internet. Something like 25% of internet discourse is nitpicking vocabulary. Let's keep traditions alive this holiday season!

Re:Before Altman’s ouster, OpenAI’s board was divided and fe... by murakamiiq84 on Tuesday November 21, 2023 @11:46PM (#38374826)
Is this even true for for-profit companies? Like if a professor is on the board of a for-profit (which I think is pretty common for deeptech? Maybe companies in general too? https://onlinelibrary.wiley.com/doi/abs/10.1111/fima.12069#:....), is he/she banned from making a technical point about how a competitor's product or best practices is occasionally superior to the company's product?