Media coverage was hard-pressed to keep up with the fast-moving drama of Sam Altman’s ouster and reinstatement as CEO of OpenAI. But the focus was on the wrong actor. OpenAI is not just another tech behemoth. It is a set of entities constructed to advance the legal purposes of a nonprofit, tax-exempt charitable corporation. The nonprofit and its tax-exempt charitable purposes, rather than Altman, should have been the star of the show.

Fairly evaluating the board’s decision to fire its CEO, as well as to reinstate him, requires knowing something about the collection of interlocking entities popularly known as OpenAI. OpenAI started as a tax-exempt, nonprofit company organized in Delaware (let’s call that “Nonprofit-OpenAI”).1 The board later determined that charitable gifts and grants were insufficient to achieve Nonprofit-OpenAI’s charitable purpose. It therefore created a structure designed to allow for private investments and, at the same time, to protect its charitable purposes. The protection of those purposes will depend on how the members of the board exercise their fiduciary duties.