How many board directors does it take to fire OpenAI’s Sam Altman? More than was required in 2023, Elon Musk’s expert witness writes in new court documents.
During OpenAI’s 2025 for-profit transition, it changed its governance structure to make it harder to fire the CEO, according to the documents released by the executive’s lawyers on Sunday.
Bylaws adopted by OpenAI in October 2025 allow the CEO to remain at the helm so long as he or she has at least one-third support from the for-profit entity’s board, according to an analysis of the bylaws by Musk’s expert witness conducted in November 2025, the documents said.
“Under the new Bylaws, a ⅔ supermajority of the PBC’s nonemployee directors is now needed to fire the CEO,” said an excerpt of the analysis by Columbia law professor David M. Schizer, who took the witness stand last week.
Under OpenAI’s previous structure, the nonprofit board required a simple majority, or over 50%, to agree to remove the CEO, Schizer said in the report.
OpenAI didn’t respond to a request for comment.
The new structure emerges as Altman prepares to take the stand to defend against Elon Musk’s allegation that he and other OpenAI cofounders improperly converted OpenAI to a for-profit entity.
The trial has unearthed testimony from a range of executives and directors who were involved in Altman’s surprise 2023 firing, a period employees now refer to as “the blip” because he was quickly reinstated within days.
Former board members told jurors last week they fired Altman in part because they were concerned he was pushing products out without their knowledge and bypassing the nonprofit’s AI safety protocols.
Musk claims he donated $38 million to the original nonprofit entity because of false promises that it would remain an organization dedicated to developing AI for the benefit of humanity, not for personal gain.
Back in 2023, four out of six board members agreed to the leadership change, citing his lack of candor in his communications with them over things like the release of ChatGPT.
Under the new “supermajority” structure, Altman would only need two directors besides himself to remain CEO.
OpenAI currently has eight directors, but only seven have voting power. So even if four of the current seven voting directors voted to remove him, they could not. The company’s current roster of directors includes former co-CEO of Salesforce, Bret Taylor; Quora CEO Adam D’Angelo; Dr. Sue Desmond-Hellmann; and Altman himself.
Governance organizations generally view simple majority voting as the standard for ensuring board accountability. Supermajority voting requirements are often criticized as tools of entrenchment.
Back in 2024, proxy voting company ISS wrote that shareholder proposals to eliminate supermajority vote requirements were soaring among the biggest publicly traded US companies. ISS also said at the time that the percentage of S&P 500 companies employing supermajority rules had declined to just over one-third.
That means OpenAI would be in the minority if it were to start trading on public markets. OpenAI executive Greg Brockman confirmed last week that the ChatGPT maker is exploring an IPO.
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