I can’t find anything about tied votes in the bylaws—do they fail?
I can’t either, so my assumption is that the board was frozen ever since Hoffman/Hurd left for that reason.
And there wouldn’t’ve been a vote at all. I’ve explained it before but—while we wait for phase 3 of the OA war to go hot—let me take another crack at it, since people seem to keep getting hung up on this and seem to imagine that it’s a perfectly normal state of a board to be in a deathmatch between two opposing factions indefinitely, and so confused why any of this happened.
In phase 1, a vote would be pointless, and neither side could nor wanted to force it to a vote. After all, such a vote (regardless of the result) is equivalent to admitting that you have gone from simply “some strategic disagreements among colleagues all sharing the same ultimate goals and negotiating in good faith about important complex matters on which reasonable people of goodwill often differ” to “cutthroat corporate warfare where it’s-them-or-us everything-is-a-lie-or-fog-of-war fight-to-the-death there-can-only-be-one”. You only do such a vote in the latter situation; in the former, you just keep negotiating until you reach a consensus or find a compromise that’ll leave everyone mad.
That’s not a switch to make lightly or lazily. You do not flip the switch from ‘ally’ to ‘enemy’ casually, and then do nothing and wait for them to find out and make the first move.
Imagine Altman showing up to the board and going “hi guys I’d like to vote right now to fire Toner—oh darn a tie, never mind”—“dude what the fuck?!”
As I read it, the board still hoped Altman was basically aligned (and it was all headstrongness or scurrilous rumors) right up until the end, when Sutskever defected with the internal Slack receipts revealing that the war had already started and Altman’s switch had apparently flipped a while ago.
So I still don’t understand “why so abruptly?” or why they felt like they had to take such a drastic move when they held all the cards (and were pretty stable even if Ilya flipped).
The ability to manufacture a scandal at any time is a good way to motivate non-procrastination, pace Dr Johnson about the wonderfully concentrating effects of being scheduled to hang. As I pointed out, it gives Altman a great pretext to, at any time, push for the resignation of Toner in a way where—if their switch has not been flipped, like he still believed it had not—still looking to the board like the good guy who is definitely not doing a coup and is just, sadly and regretfully, breaking the tie because of the emergency scandal that the careless disloyal Toner has caused them all, just as he had been warning the board all along. (Won’t she resign and help minimize the damage, and free herself to do her academic research without further concern? If not, surely D’Angelo or McCauley appreciate how much damage she’s done and can now see that, if she’s so selfish & stubborn & can’t sacrifice herself for the good of OA, she really needs to be replaced right now...?) End result: Toner resigns or is fired. It took way less than that to push out Hoffman or Zillis, after all. And Altman means so well and cares so much about OA’s public image, and is so vital to the company, and has a really good point about how badly Toner screwed up, so at least one of you three have to give it to him. And that’s all he needs.
(How well do you think Toner, McCauley, and D’Angelo all know each other? Enough to trust that none of the other two would ever flip on the other, or be susceptible to leverage, or scared, or be convinced?)
Of course, their switch having been flipped at this point, the trio could just vote ‘no’ 3-3 and tell Altman to go pound sand and adamantly refuse to ever vote to remove Toner… but such an ‘unreasonable’ response reveals their switch has been flipped. (And having Sutskever vote alongside them 4-2, revealing his new loyalty, would be even more disastrous.)
Why wouldn’t they tell anyone, including Emmett Shear, the full story?
How do you know they didn’t? Note that what they wouldn’t provide Shear was a “written” explanation. (If Shear was so unconvinced, why was an independent investigation the only thing he negotiated for aside from the new board? His tweets since then also don’t sound like someone who looked behind the curtain, found nothing, and is profoundly disgusted with & hates the old board for their profoundly incompetent malicious destruction.)
I can’t either, so my assumption is that the board was frozen ever since Hoffman/Hurd left for that reason.
And there wouldn’t’ve been a vote at all. I’ve explained it before but—while we wait for phase 3 of the OA war to go hot—let me take another crack at it, since people seem to keep getting hung up on this and seem to imagine that it’s a perfectly normal state of a board to be in a deathmatch between two opposing factions indefinitely, and so confused why any of this happened.
In phase 1, a vote would be pointless, and neither side could nor wanted to force it to a vote. After all, such a vote (regardless of the result) is equivalent to admitting that you have gone from simply “some strategic disagreements among colleagues all sharing the same ultimate goals and negotiating in good faith about important complex matters on which reasonable people of goodwill often differ” to “cutthroat corporate warfare where it’s-them-or-us everything-is-a-lie-or-fog-of-war fight-to-the-death there-can-only-be-one”. You only do such a vote in the latter situation; in the former, you just keep negotiating until you reach a consensus or find a compromise that’ll leave everyone mad.
That’s not a switch to make lightly or lazily. You do not flip the switch from ‘ally’ to ‘enemy’ casually, and then do nothing and wait for them to find out and make the first move.
Imagine Altman showing up to the board and going “hi guys I’d like to vote right now to fire Toner—oh darn a tie, never mind”—“dude what the fuck?!”
As I read it, the board still hoped Altman was basically aligned (and it was all headstrongness or scurrilous rumors) right up until the end, when Sutskever defected with the internal Slack receipts revealing that the war had already started and Altman’s switch had apparently flipped a while ago.
The ability to manufacture a scandal at any time is a good way to motivate non-procrastination, pace Dr Johnson about the wonderfully concentrating effects of being scheduled to hang. As I pointed out, it gives Altman a great pretext to, at any time, push for the resignation of Toner in a way where—if their switch has not been flipped, like he still believed it had not—still looking to the board like the good guy who is definitely not doing a coup and is just, sadly and regretfully, breaking the tie because of the emergency scandal that the careless disloyal Toner has caused them all, just as he had been warning the board all along. (Won’t she resign and help minimize the damage, and free herself to do her academic research without further concern? If not, surely D’Angelo or McCauley appreciate how much damage she’s done and can now see that, if she’s so selfish & stubborn & can’t sacrifice herself for the good of OA, she really needs to be replaced right now...?) End result: Toner resigns or is fired. It took way less than that to push out Hoffman or Zillis, after all. And Altman means so well and cares so much about OA’s public image, and is so vital to the company, and has a really good point about how badly Toner screwed up, so at least one of you three have to give it to him. And that’s all he needs.
(How well do you think Toner, McCauley, and D’Angelo all know each other? Enough to trust that none of the other two would ever flip on the other, or be susceptible to leverage, or scared, or be convinced?)
Of course, their switch having been flipped at this point, the trio could just vote ‘no’ 3-3 and tell Altman to go pound sand and adamantly refuse to ever vote to remove Toner… but such an ‘unreasonable’ response reveals their switch has been flipped. (And having Sutskever vote alongside them 4-2, revealing his new loyalty, would be even more disastrous.)
How do you know they didn’t? Note that what they wouldn’t provide Shear was a “written” explanation. (If Shear was so unconvinced, why was an independent investigation the only thing he negotiated for aside from the new board? His tweets since then also don’t sound like someone who looked behind the curtain, found nothing, and is profoundly disgusted with & hates the old board for their profoundly incompetent malicious destruction.)