It's all about diligence and prudence. I don't see much evidence of either and that means the employees may well have a point. Incidentally: the word 'care' was very explicitly used in the letter.
Diligience and prudence apply to the things to which they actually are obligated in the first place, which the employees’ livelihood beyond contracted pay and benefits for the time actually worked simply is not included in.
> which the employees’ livelihood beyond contracted pay and benefits for the time actually worked simply is not included in
Quite a few of those employees are also stockholders, besides that this isn't some kids game where after a few rounds you can throw your cards on the table and walk out because you feel that you've had enough of it. You join a board because you are an adult that is capable of forethought and adult behavior.
I don't quite get why this is even controversial, there isn't a board that I'm familiar with, including non-profits that would be so incredibly callous towards everybody affected by their actions with the expectation that they would get away with it. Being a board member isn't some kind of magic invulnerability cloak, and even non-profits have employees, donors and benificaries who all have standing regarding decisions affecting their stakeholdership.
> Quite a few of those employees are also stockholders
None of them are stockholders, because (except for the nonprofit, which can't have stockholders even as a corporation) none of the OpenAI entities are corporations.
Some of them have profit-sharing interests and/or (maybe) memberships in the LLC or some similar in interest in the holding company above LLC; the LLC operating agreement (similar function to a corporate charter) expressly notes that investments should be treated as donations and that the Board may not seek to return a profit; the holding companies details are less public, but it would be strange if it didn't have the same kind of thing since the only thing it exists is to hold a controlling interest in the LLC, and the only way it would make any profit is from profits returned by the LLC.
Now it may be that I got this completely wrong but it looks to me as though there is an ownership relationship (implying stock is involved) between the entity labelled 'Employees and other investors' and the holding company.
> Hm, ok, I was under the distinct impression that some of the early employees of OpenAI were stock holders in the entity in the middle.
That's the entity I discuss in GP as “the holding company above the LLC”.
I'm reasonably certain it is OpenAI LP, a limited partnership (but it is odd that its the one organization not identified in the document—the name of the entity used by OpenAI to control it, and separate information about OpenAI LP being created and existing as part of the for-profit structure fairly strongly indicates that it is the holding company), so the relationship would either be some kind of contractual profit sharing or a limited partnership, not a stockholder relationship. But, again while the information about it is less publicized than the LLC, it seems improbable that they would structure the operating agreement of the LLC so that it may not be managed for profit, but not provide the same in the holding company that's only possible source of profit is the LLC underneath it.
No way to be sure without seeing the paperwork but that word 'owner' is a strong tell that this is stock, not just a profit share (note the direction of the arrow, but even if it is just a profit share that profit share still is a function of the stock held by the entity and if that stock loses its value because the underlying company is destroyed then so do the profits). So with that as a base I hope you can understand why I think the fiduciary duties of the board extend to the employees affected by their decisions because it directly impacts the value of the stock held in that company to which they - and the other investors mentioned - hold (possibly indirect) title.
These arrangements are pretty common in fact (though not the non-profit bit, just the separate entity for smaller shareholders and investors), and the other stand out is that they label the other party in there as 'investors', not 'donors' or some other party to which you are not required to answer.
So to me it is far from clear cut that they only have the mission of the non profit to guide themselves by and they set themselves up for that by wanting too much control (also over all of the other entities). Control is good when you want to have your way, but too many hats on your head with too many different labels can constrain you or open you up to liability or conflicts of interest. It's one of the reasons why I try to limit my engagement with various companies to a single role.
