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Comment by cfield

Yes, the board is elected by the stockholders.

Absent an alternative structure, default corporate laws provide for the directors of a company with only one class of common stock to be elected by majority vote of the stockholders.

However, there are all sorts of alternative structures that can alter this default. For example, it is common in a VC-backed company that preferred stockholders are given the right to designate a specified number of board members. The right is usually laid out in the company's certificate of incorporation or a voting agreement among the stockholders.

Source: I am a startup attorney.

parent cfield 11 years ago

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