Thoughts on startups by investors that
fund them & entrepreneurs that run them

How do startups decide who sits on the board?

A company’s board of directors is technically elected by the company’s shareholders. So before a startup receives outside funding, the board is “elected” by—and usually consists of—the founders (although it may exist in name only.)

Once a company receives its initial seed, angel or venture funding, the documents prepared for the investment will include a Shareholders Agreement that gets signed by everyone. This agreement includes, among other things, specific procedures for determining who gets to pick the members of the board.

In a small startup with a small seed round, the board might consist of three people, with one (usually the CEO) selected by the founder(s), one selected by the investors, and one “outside” or independent director agreed upon by both parties.

In a larger startup post Series A or B, the board might be expanded to five people, with two directors chosen by the Common stock holders (the founders), two by the investors (often one by each of two VC funds), and one independent director agreed to by everyone.

If at this point the company has a non-founder CEO, that position might get a board seat (with one for the founders), and if there’s only one major investor, they may choose to fill one of their two seats with an industry expert.

But typically, the Common seats will be filled by the founder(s); the investor seats by the lead angel (for an angel deal) or the VC partner and/or an associate (for a venture-led deal); and the independent seat(s) by someone experienced and knowledgable acceptable to all parties.

*original post can be found on Quora @ http://www.quora.com/David-S-Rose/answers *

Written by David S. Rose

user David S. Rose Founder and CEO,
Gust

David has been described as "the Father of Angel Investing in New York" by Crain's New York Business, & a "world conquering entrepreneur" by BusinessWeek. He is a serial entrepreneur & Inc 500 CEO who chairs New York Angels, one of the most active angel investment groups. David is also CEO of Gust.

prev next

You might also be interested in

The UrbanTech Movement is Transforming Cities

Urbanization is a defining process of modern life.

More than half of the world’s population now lives in cities, and the number of urban citizens around the world is projected to rise to 66% by 2050.

In the US, over 80% of the population lives in urban areas with 1 in 7 Americans living in New York, Los Angeles and

Read more >

Angel Investors Spotlight: An Inside Look at Hudson Valley Startup Fund’s Investment Process & Advice for Founders

Hudson Valley Startup Fund brings together a network of the region’s successful business and community leaders to give back, supporting the launch of the next Hudson Valley visionaries. We sat down with fund managers Chad Gomes, Johnny LeHane and Paul Hakim as they shared insights into their investment process, what they look for in both group members and startups, and

Read more >

The Right Startup Advisors Are As Valuable As Money

If you are a new entrepreneur, or entering a new business area, it’s always worth your time to assemble an Advisory Board of two or three executives who have travelled that road before. You need them before you need funding, and if you select the wrong people, or use them incorrectly, no amount of money will likely save your startup.

Read more >

How do I get in touch with investors/funds with just an idea and no product?

There are many wonderful ideas, and they are not necessarily easy to come up with. So congratulations on having thought of one!

However…

“Having value” and “Being fundable” are two completely different things. What the more experienced responders here are saying is completely accurate: while a good idea is usually a necessary ingredient for the formation of a good company, it is

Read more >

Is there an incubator for aspiring Angel Investors or VCs?

No, but there are several sets of courses on angel investing that can provide a good base from which to start. The most comprehensive and best known is the Power of Angel Investing seminar series developed by the Angel Resource Institute (formerly known as the Angel Capital Education Foundation, and prior to that part of the Angel Capital Association). It

Read more >

Comments