MINUTES OF MEETING OF
THE MEMBERS AND DIRECTORS OF
OPENAI, INC.
March 8, 2024
A joint special meeting of the members (the "Members") and the directors (the
"Directors") of OpenAI, Inc., a Delaware nonstock corporation (the "Company"), was held by
videoconference on March 8, 2024 at 8:00 a.m. Pacific Time, in accordance with the Bylaws of
the Company (the "Bylaws").
Participating in the meeting were Members and Directors Adam D'Angelo, Larry
Summers, and Bret Taylor. The Members and Directors participating in the meeting constituted
all of the Members and Directors and a quorum for the conduct of business.
Also participating in the meeting was David Shevlin of Simpson Thacher & Bartlett LLP,
outside counsel to the Company.
All participants in the meeting could hear and be heard by one another. Mr. Taylor
chaired the meeting and Mr. Shevlin kept the minutes.
1. Review, Recommendations, and Actions of Special Committee
Mr. Shevlin presented for approval by the Directors (i) the actions of the Board of
Directors of the Company (the "Board") based on the recommendations of the special
committee formed, authorized, and established by the Board (the "Special Committee") and
(ii) confirmation that the Special Committee fulfilled its mandate.
Upon motion duly made and seconded, the Directors approved the resolutions with
respect to the review, recommendations, and actions of the Special Committee as set forth in
Annex A attached to these minutes.
2. Preliminary Governance Review and Administrative Items
Mr. Shevlin presented certain items for approval by the Members and the Directors, as
applicable, including (i) the preliminary governance review, (ii) the lack of meeting notice and
authorization of the meeting, (iii) the amendment and restatement of the Bylaws, (iv) the
election of the Board, (v) the appointment of the Chair of the Board, (vi) the appointment of the
Chief Executive Officer of the Company, (vii) the adoption of the Corporate Governance
Guidelines of the Company, (viii) the amendment and restatement of the Conflict of Interest
Policy of the Company, (ix) _ [CAVIARDÉ]
[CAVIARDÉ] (x) the establishment and composition of the Nominating and
Governance Committee of the Board, and (xi) the establishment of the Mission & Strategy
Committee of the Board.
Upon motion duly made and seconded, the Members and the Directors, as applicable,
approved the resolutions with respect to the foregoing items as set forth in Annex B attached to
these minutes.
HIGHLY CONFIDENTIAL OPENAI_MUSK00027797
3. Adjournment
The meeting was adjourned at approximately 9:00 a.m Pacific Time.
David Shevlin
Secretary of the Meeting
HIGHLY CONFIDENTIAL OPENAI_MUSK00027798
Annex A
[See attached]
HIGHLY CONFIDENTIAL OPENAI_MUSK00027799
PRIVILEGED AND CONFIDENTIAL
RESOLUTIONS TO BE ADOPTED
AT A JOINT MEETING OF THE MEMBERS AND DIRECTORS
OF
OPENAI, INC.
To Be Held on March 8, 2024
REVIEW, RECOMMENDATIONS, AND ACTIONS OF SPECIAL COMMITTEE
WHEREAS, the Board of Directors (the "Board") of OpenAI, Inc. (the "Corporation")
on December 11, 2023 formed, authorized, and established a special committee (the "Special
Committee") to review events relating to the November 17, 2023 termination of Sam Altman and
the governance relationship between the Corporation and its affiliates, including, in each
instance, legal and regulatory risks arising therefrom (the "Review"); and
WHEREAS, the Board appointed Bret Taylor and Lawrence H. Summers to the Special
Committee; and
WHEREAS, the Special Committee was vested with the full power and authority of the
Board with respect to conducting the Review and assessing the Corporation's various
alternatives with respect to governance relationships; and
WHEREAS, upon completion of the Review and determination of any recommended
course of action based on the findings of the Review, the Special Committee was authorized to
take any actions it deemed advisable and appropriate with respect to the Review, including, but
not limited to, making its recommendation to the full Board, including with respect to
governance changes, with the Board considering and approving any governance changes with
respect to the Corporation or its for-profit affiliates, excluding from the discussion of and vote on
any proposed change any member of the Board with a conflict of interest with respect to such
proposed change; and
WHEREAS, the Special Committee was authorized to retain, and did so retain, for the
benefit of the Corporation and at the Corporation's sole expense, Wilmer Cutler Pickering Hale
and Dorr LLP ("WilmerHale") as outside counsel to the Special Committee; and
WHEREAS, the Special Committee has completed its Review and has reported its
findings to the Board.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby acknowledges the
findings of the Review and the actions taken in connection therewith; and BE IT FURTHER
RESOLVED, based on the recommendation of the Special Committee, the Board
endorses the actions of the Board, including former members of the Board and including as
reflected in the Board resolutions adopted on November 29, 2023, reappointing Sam Altman as
Chief Executive Officer of OpenAI OpCo, LLC and Greg Brockman as President of OpenAI
OpCo, LLC; and BE IT FURTHER
HIGHLY CONFIDENTIAL OPENAI_MUSK00027800
RESOLVED, that the Board hereby determines that the Special Committee has fulfilled
its mandate as set forth in the resolutions of the Board, effective as of December 11, 2023.
HIGHLY CONFIDENTIAL OPENAI_MUSK00027801
Annex B
[See attached]
HIGHLY CONFIDENTIAL OPENAI_MUSK00027802
PRIVILEGED AND CONFIDENTIAL
RESOLUTIONS TO BE ADOPTED
AT A JOINT MEETING OF THE MEMBERS AND DIRECTORS
OF
OPENAI, INC.
To Be Held on March 8, 2024
PRELIMINARY GOVERNANCE REVIEW PROCESS
WHEREAS, since December 2023, the individuals presently serv