In most public companies, board members are elected by shareholders. This isn’t the case with OpenAI, which retains a lot of rules from its early days as a non-profit. The OpenAI board can set its own size, bring in new members, and dismiss members without consulting the company’s stakeholders. It’s all done via a majority vote.
Earlier this year, several board members departed — leaving six people in charge of the company. Two of those people were Altman and Brockman. This led to a situation where Altman could be dismissed if four board members wanted him gone, and there was little anyone could do about it.
There is a logic behind this structure. Most of the board members have no financial stake in the now for-profit company. The board is designed to exist and operate independently from the rest of the company — with its main focus being the completion of OpenAI’s core mission. In theory, it’s a sort of safeguard. While profit-driven venture capitalists may throw ethics out of the window for increased income, the board has no financial stake in the company and can’t be punished for going against investors. So it would put a stop to any potential ethical violations. Unfortunately, as we’ve recently seen, it can also backfire.