HomeOpenAI Secretly Changes Charter to Make Removing Altman Harder
Following the 2023 coup-like incident, OpenAI has further solidified protections for CEO Sam Altman by updating its corporate bylaws. Recently released court documents reveal that Altman's position is now rock-solid, with substantially higher barriers against external interference or internal board efforts to remove him.
An expert witness in Elon Musk's lawsuit against OpenAI noted that these changes were quietly made as the company transitioned to a for-profit model. Unlike the previous simple majority vote rule, the new policy offers Altman powerful safeguards against dismissal.
From Simple Majority to Absolute Majority
Under the revised bylaws passed last October, removing the CEO now requires an "absolute majority"—approval from more than two-thirds of the non-employee directors of the Public Benefit Corporation (PBC). With the current board composition, this means Altman only needs the backing of two additional directors to override any opposition.
During the 2023 removal attempt, four out of six board members voted in favor, which was sufficient at the time. Under the new structure, even if four out of seven voting directors oppose him, the legal threshold for removal cannot be met.
Deep Reconfiguration of Power Structure
The current OpenAI board includes former Salesforce co-CEO Brett Taylor and Quora founder Adam D'Angelo, among others. This shift to an "absolute majority" requirement is widely viewed as a defensive move by OpenAI's management following internal power struggles, designed to ensure leadership stability during a period of radical transformation.
Experts suggest this governance change marks OpenAI's complete departure from its early nonprofit roots. Through this institutional innovation, Altman not only steers the company's technological direction but also has legally secured long-term control over the $100 billion AI giant.
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Following the 2023 coup-like incident, OpenAI has further solidified protections for CEO Sam Altman by updating its corporate bylaws. Recently released court documents reveal that Altman's position is now rock-solid, with substantially higher barriers against external interference or internal board efforts to remove him.
An expert witness in Elon Musk's lawsuit against OpenAI noted that these changes were quietly made as the company transitioned to a for-profit model. Unlike the previous simple majority vote rule, the new policy offers Altman powerful safeguards against dismissal.
From Simple Majority to Absolute Majority
Under the revised bylaws passed last October, removing the CEO now requires an "absolute majority"—approval from more than two-thirds of the non-employee directors of the Public Benefit Corporation (PBC). With the current board composition, this means Altman only needs the backing of two additional directors to override any opposition.
During the 2023 removal attempt, four out of six board members voted in favor, which was sufficient at the time. Under the new structure, even if four out of seven voting directors oppose him, the legal threshold for removal cannot be met.
Deep Reconfiguration of Power Structure
The current OpenAI board includes former Salesforce co-CEO Brett Taylor and Quora founder Adam D'Angelo, among others. This shift to an "absolute majority" requirement is widely viewed as a defensive move by OpenAI's management following internal power struggles, designed to ensure leadership stability during a period of radical transformation.
Experts suggest this governance change marks OpenAI's complete departure from its early nonprofit roots. Through this institutional innovation, Altman not only steers the company's technological direction but also has legally secured long-term control over the $100 billion AI giant.
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