Details of the CEO circus at OpenAI are not fully known. Perhaps a query into the latest version of ChatGPT might provide some answers. Time to test if artificial intelligence really knows more than we do!
However, what is known is that the high stakes story of OpenAI’s leadership carousel reveals important lessons for all nonprofits interested in being governed by a properly engaged board of directors.
In case your year-end fundraising kept you away from the news: OpenAI’s board of directors fired CEO Sam Altman, claiming Altman’s communications with the board were not completely informative or fully transparent.
Altman’s dismissal was less popular than malware. Altman’s name has been mentioned in the same sentence as tech titans Steve Jobs, Sheryl Sandberg, and Mark Zuckerberg. He speaks at major events and counsels world leaders. Suddenly, Altman was unemployed.
The board’s brief statement focused on Altman’s communication style, but media reports focused on how Altman’s dismissal would impact OpenAI’s profit potential. A $13 billion investment from Microsoft can have that effect on people.
The maelstrom obscured an important aspect of the story: OpenAI’s governance structure. The organization’s founding documents established OpenAI as a nonprofit organization. Yes, just like your neighborhood youth agency, community food bank, or local zoo.
When charitable donations did not meet OpenAI’s financial need, the nonprofit board created a for-profit subsidiary to accept private-sector investment. The financial return to investors was capped, with remaining profits funneled back into the nonprofit.
While the nonprofit explores the new frontier of large language models, the board was charged with prioritizing public safety over private profit – just in case artificial intelligence eventually does become smarter than humans and tries to take over the world. The board apparently determined that Altman had drifted from that mission.
A nonprofit board’s responsibilities include establishing and enforcing the nonprofit’s mission, approving the strategy for achieving that mission, and hiring and overseeing an executive director to implement the strategy. The OpenAI board of directors simply carried out these duties – determining that Altman had strayed from the nonprofit’s founding mission leading to termination of his employment.
A few lessons for all nonprofits:
· Founding and governing documents matter. Articles of Incorporation, Bylaws, and strategic plans need to be crafted thoughtfully and written precisely.
· The board of directors then needs to be properly engaged, ensuring fidelity to those foundational documents without managing (let along micro-managing) the nonprofit.
· Board members also need to take seriously their unique responsibility to hire the right executive director or CEO, provide necessary supports and encouragement, while holding the staff leader accountable for mission-centered results.
· Nonprofit CEOs need to have open, transparent, and consistent communication with board members.
· When a nonprofit suffers mission drift, the first question to ask is, “Why did the board not know this was happening and intervene?”
· Innovation does not reside only in the private sector. OpenAI’s governance structure – a nonprofit with a for-profit subsidiary – creatively supplemented charitable gifts with private investments. The controversy at OpenAI should not prevent other nonprofits with the proper capacity and sophistication from designing multi-channel funding models that include earned income, philanthropic support, private investors, and government contracts.
Meanwhile, back at OpenAI: The board initially held firm. Most employees threatened to quit. Microsoft reportedly offered Altman a job. A few days later, all but one board member resigned. New board members were recruited with a mandate to oversee the balance between public safety and private profit. Altman was hired back as CEO.
Importantly, the nonprofit governance model remains.
Bill Stanczykiewicz serves as director and Rosso Fellow at The Fund Raising School within the Indiana University Lilly Family School of Philanthropy.