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After the "coup" incident in 2023, OpenAI recently strengthened a solid defense for its CEO, Sam Altman, by amending its articles of association. According to newly disclosed court documents, Altman's position within the company is now as stable as a rock, with significantly raised barriers against external interference or internal board votes to remove him.
The expert witness in Elon Musk's lawsuit against OpenAI pointed out that these changes were quietly implemented during the company's transition to a for-profit model. Compared to the previous rule that allowed dismissal of the CEO with a simple majority vote, the new rule effectively provides Altman with strong protection against removal.
From Simple Majority to Absolute Majority
According to the new articles of association passed in October last year, to remove the CEO, it must be approved by an "absolute majority" of more than two-thirds of the non-employee directors of the Public Benefit Corporation (PBC). Under the current board structure, this means that Altman only needs the support of two additional directors to override opposition from all others.
In the 2023 removal incident, four out of six board members voted in favor, which was sufficient to dismiss him. The new power structure makes it impossible to meet the legal threshold for removal even if four out of seven voting directors vote against him.
Deep Reconfiguration of Power Structure
The current OpenAI board includes Brett Taylor, former co-CEO of Salesforce, and Adam D'Angelo, founder of Quora, among others. This "absolute majority" structural change is seen by outsiders as a defensive move by OpenAI's management after power struggles, aimed at ensuring continuity of the core leadership during a period of radical transformation.
Experts analyze that this change in governance structure reflects OpenAI's complete departure from its early non-profit characteristics. Through this institutional innovation, Altman not only controls the company's technological direction but also legally secures long-term control over this $100 billion AI giant.