[ethbr1]

The "when applicable" is ambiguous, but IANAL.

Does it become applicable to open source when "The resulting technology will benefit the public"?

That seems the clearest read.

If so, OpenAI would have to argue that open sourcing their models wouldn't benefit the public, which... seems difficult.

They'd essentially have to argue that the public paying OpenAI to use an OpenAI-controlled model is more beneficial.

Or does "when applicable" mean something else? And if so, what? There aren't any other sentences around that indicate what else. And it's hard to argue that their models technically can't be open sourced, given other open source models.

[gamblor956]

The "when applicable" is like the preamble to the Constitution. It may be useful for interpreting the rest of the Articles of Incorporation but does not itself have any legal value.

After all, the AOI doesn't specify who determines "when applicable," or how "when applicable" is determined, or even when "when applicable" is determined. Without any of those, "when applicable" is a functionally meaningless phrase, intended to mollify unsavvy investors like Musk without constraining or binding the entity in any way.

If so, OpenAI would have to argue that open sourcing their models wouldn't benefit the public, which... seems difficult.

No, they don't have to do anything at all, since they get to decide when "when applicable" applies. And how. And to what...

Or does "when applicable" mean something else? And if so, what? There aren't any other sentences around that indicate what else. And it's hard to argue that their models technically can't be open sourced, given other open source models.

Exactly. That's the problem. There needs to be more to make "when applicable" mean something, and the lawyers drafting the agreement deliberately left that out because it's not intended to mean anything.

[josephg]

Eh. Given their recent behaviour, they seem to be indistinguishable from a for-profit company with trade secret technology.

That doesn’t seem aligned with their articles of incorporation at all. If “when applicable” is wide enough to drive a profit-maximising bus through, they’re not a not-for-profit. And in that case, why bother with the AOI?

The articles of incorporation aren’t a contract. I don’t know enough law to be able to guess how it’ll be interpreted in court, but intuitively Elon seems to have a point. If you want to take the AOI seriously, Sam Altman’s OpenAI doesn’t pass the pub test.

[gamblor956]

Open AI is two entities.

The for profit entity is allowed to act in the interest of profits.

What is important is that the non profit must use the dividends it receives from the for profit entity in furtherance of is stated non-profit mission.

Elon does not have a point. He's simply proving that he is once again the dumbest guy in the room by failing to do basic due diligence with respect to his multi million dollar donation.

That being said, Altman is also doing sketchy things with OpenAI. But that was part of the reason why they created the for-profit entity: so Altman could do sketchy things that he could not do within the nonprofit entity. Regulators might be able to crack down on some of the sketch, but he's going to be able to get away with a lot of it.