> I think the difference here is that I am fine with your belief that this is what a competent board should have, but I don't think this opinion is the same as actually establishing a legal duty.
I don't think we'll be able to hash this out simply because too many of the pieces are missing. But if the board didn't have those items handy and they end up being incompetent then that by itself may end up as enough grounds to show they violated their duty of care. And this is not some nebulous concept, it actually has a legal definition:
I went down into this rabbit hole a few years ago when I was asked to become a board member (but not of a non-profit) and I decided that the compensation wasn't such that I felt that it offset the potential liability.
> The charitable mission is the legal basis for the existence of the corporation and its charity status, and the basis for legal duties and obligations on which both the government (in some cases), and other interested parties (donors, and, for orgs that have them, members) can sue.
Indeed. But that doesn't mean the board is free to act with abandon as long as they hold up the 'charitable mission' banner, they still have to act as good board members and that comes with a whole slew of luggage.
> Given the public information concerning the terms of the operating agreement (the legal basis for the existence and operation of the LLC), unless one of those parties has a non-public agreement with radically contradictory terms (which would be problematic for other reasons), I don't think there can be any case that the OpenAI, Inc., board has a legal duty to any of those parties to see to the profitability of OpenAI Global LLC.
It is very well possible that the construct as used by OpenAI is so well crafted that it insulates board members perfectly from the fall-out of whatever they decide, but I find that hard to imagine. Typically everything down stream from the thing you govern (note that they retain a 51% stake and that that alone may be enough to show that they are in control to the point that they can not disclaim anything) is subject to the duties and responsibilities that board members usually have.
It's pretty standard to get DAO insurance which covers errors, omissions, and negligence, as a board member.
At any rate, we don't know that the board doesn't have those minutes. I see no reason to assume they've failed duty of care.
And being a non-profit does, in fact, give the board sole right to so much as dissolve the entire company and donate the proceeds to Anthropic if they decide in five minute zoom call, of their own discretion, that doing so aligns best with mission statement in its charter.
DAO insurance doesn't cover malice and purposeful destruction.
If the minutes exist I'm sure they'll be leaked, if they don't they're in trouble. ANd if you don't see any reason to assume they've failed their duty of care that is fine by me but I think the last few days alone pretty much confirm that they did not.
I don't think we'll be able to hash this out simply because too many of the pieces are missing. But if the board didn't have those items handy and they end up being incompetent then that by itself may end up as enough grounds to show they violated their duty of care. And this is not some nebulous concept, it actually has a legal definition:
https://www.tenenbaumlegal.com/articles/legal-duties-of-nonp...
I went down into this rabbit hole a few years ago when I was asked to become a board member (but not of a non-profit) and I decided that the compensation wasn't such that I felt that it offset the potential liability.
> The charitable mission is the legal basis for the existence of the corporation and its charity status, and the basis for legal duties and obligations on which both the government (in some cases), and other interested parties (donors, and, for orgs that have them, members) can sue.
Indeed. But that doesn't mean the board is free to act with abandon as long as they hold up the 'charitable mission' banner, they still have to act as good board members and that comes with a whole slew of luggage.
> Given the public information concerning the terms of the operating agreement (the legal basis for the existence and operation of the LLC), unless one of those parties has a non-public agreement with radically contradictory terms (which would be problematic for other reasons), I don't think there can be any case that the OpenAI, Inc., board has a legal duty to any of those parties to see to the profitability of OpenAI Global LLC.
It is very well possible that the construct as used by OpenAI is so well crafted that it insulates board members perfectly from the fall-out of whatever they decide, but I find that hard to imagine. Typically everything down stream from the thing you govern (note that they retain a 51% stake and that that alone may be enough to show that they are in control to the point that they can not disclaim anything) is subject to the duties and responsibilities that board members usually have.