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.

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.

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.

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

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.

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?

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.

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.

>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.

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.

> accepted a fiduciary duty to their investors.

Did they?