Board seats

Preferred, common and at-large seats: control, written into the charter.

Board seats are written into the charter as class votes. The NVCA model lets the preferred, voting as a class, elect a set number of preferred directors; the common, as a class, elects its own; and everyone together elects the at-large seats. The term sheet fills in the numbers — and the numbers decide who controls the board.

Seat	Who elects it
Preferred director	The preferred stock, voting as a separate class
Common director	The common stock, voting as a separate class
At-large	Common and preferred together, as converted

The three kinds of seat in the NVCA model. The counts are the term sheet's to fill in.

Where this lesson's rules come from

The sources behind this lesson's requirements, by kind. Background reading explains; it is never the authority for a rule. Anything marked as a convention is ours, not the rule-maker's.

Background reading — not an authority: NVCA Model Certificate of Incorporation (Oct. 2025), §3.2 (Election of Directors) (opens in a new tab)Board seats: preferred directors, common directors and at-large directorsFree to read

The words this page teaches

Each links to its glossary definition, which also names the authority behind it and the components that render it.

Preferred directorA director the preferred stockholders elect as a separate class, under the charter. The NVCA model splits the board into seats the preferred elect, seats the common elect and at-large seats everyone elects together — so a board seat is a class vote written into the certificate, not a courtesy

Back to The term sheet explained

Board seats

Preferred, common and at-large seats: control, written into the charter.

Board seats are written into the charter as class votes. The NVCA model lets the preferred, voting as a class, elect a set number of preferred directors; the common, as a class, elects its own; and everyone together elects the at-large seats. The term sheet fills in the numbers — and the numbers decide who controls the board.

Seat	Who elects it
Preferred director	The preferred stock, voting as a separate class
Common director	The common stock, voting as a separate class
At-large	Common and preferred together, as converted

The three kinds of seat in the NVCA model. The counts are the term sheet's to fill in.

Where this lesson's rules come from

The sources behind this lesson's requirements, by kind. Background reading explains; it is never the authority for a rule. Anything marked as a convention is ours, not the rule-maker's.

Background reading — not an authority: NVCA Model Certificate of Incorporation (Oct. 2025), §3.2 (Election of Directors) (opens in a new tab)Board seats: preferred directors, common directors and at-large directorsFree to read

The words this page teaches

Each links to its glossary definition, which also names the authority behind it and the components that render it.

Preferred directorA director the preferred stockholders elect as a separate class, under the charter. The NVCA model splits the board into seats the preferred elect, seats the common elect and at-large seats everyone elects together — so a board seat is a class vote written into the certificate, not a courtesy

Back to The term sheet explained

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Board seats

Where this lesson's rules come from

The words this page teaches

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Everywhere

Board seats

Where this lesson's rules come from

The words this page teaches