# Board seats

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

Source: https://lopifi.com/learn/term-sheet-explained/board-seats
Part of: Lopifi — US GAAP books on autopilot, checked by a CPA (https://lopifi.com)

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**How do board seats work after a priced round?** 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](https://lopifi.com/md/glossary/preferred-director); 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.

> “shall be entitled to elect [__] director[s] of the Corporation (the “Preferred Director[s]”)”

— [NVCA Model Certificate of Incorporation (Oct. 2025), §3.2 (Election of Directors)](https://nvca.org/model-legal-documents/), Board seats: preferred directors, common directors and at-large directors

| 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 page's rules come from

- [NVCA Model Certificate of Incorporation (Oct. 2025), §3.2 (Election of Directors)](https://nvca.org/model-legal-documents/) — Board seats: preferred directors, common directors and at-large directors (reference)

- **Track:** [Cap tables & raising](https://lopifi.com/md/learn/equity)
- **Part of:** [The term sheet explained](https://lopifi.com/md/learn/term-sheet-explained) — 3 min
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