How to Track a Board Seat After the Voting Agreement

How to track a board seat is a designation ledger on the signed Voting Agreement (and the charter class vote), not an observer invite. For each seat you care about, log seat type (Preferred Director, Common Director, CEO Director, or Mutual Director), the designating holder and ownership floor copied from the paper, who occupies the seat, how a vacancy is filled, and the removal trigger. Raziel's board observer tracking page is a nonvoting IRA or side-letter invite. Raziel's drag-along tracking page is the sale-vote block in the same Voting Agreement. This page is the vote that puts a person in the chair.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed Voting Agreement and Restated Certificate. Do not invent a one-seat default.

What this designation ledger is (and is not)

The National Venture Capital Association (NVCA) Model Voting Agreement (Updated June 2026, fetched from NVCA) is a starting point. It is not legal advice for particular facts. The recitals quote a Restated Certificate pattern: holders of a preferred series, exclusively and as a separate class, elect one Preferred Director; holders of Common elect Common Directors; Common and Preferred voting together as a single class on an as-converted basis elect the balance. Section 1 (Voting Provisions Regarding the Board) then makes each Stockholder vote, or act by written consent, so those persons are elected. An observer sits outside that vote. Do not book the IRA observer as this row.

Five columns on one board-seat row

Open one row per issuer per seat you have a right to designate, or that you need to watch because it changes control of the board. A replacement after a vacancy is the same row with a new occupant date, not a second seat.

• Seat type. Copy the label the Voting Agreement uses. The June 2026 NVCA form illustrates four optional chairs: Preferred Director (designated by a named Investor), Common Director (designated by Qualified Key Holders, or a named individual while that person remains a [full-time] employee [or consultant]), CEO Director (the then-current Chief Executive Officer), and Mutual Director (not otherwise an Affiliate of the Company or of any Investor, designated by mutual agreement of the other then-seated members). Those are form examples, not this company's board.

• Designating holder and ownership floor copied. NVCA Preferred Director Example 1: one person designated from time to time by [Name of Investor], for so long as that Investor and its Affiliates (i) beneficially own at least [______] shares of Preferred Stock (as adjusted for split, dividend, combination, or recapitalization) and (ii) are not Sanctioned Parties. Example 2 swaps the share floor for [_____]% of outstanding capital stock on an as-converted basis. Copy the named holder and the signed floor. Store silent if the notice does not restate the floor.

• Occupant. The individual seated today, and the individual printed "as of the date of this Agreement" if different. Attach the consent or minutes that put them there. If the chair is empty, store vacant and the vacancy date.

• Vacancy fill method. June 2026 NVCA Section on Vacancies: any vacancy is filled only under the same designation mechanics as the original election (the form's Section 1.2). A footnote in earlier NVCA commentary (reported by Law.com on the prior revision) allowed optional board-fill language if it matches the charter and bylaws. Copy which path your PDF uses. Do not assume the remaining directors can appoint.

• Removal trigger. Stockholders agree to vote to remove a designated director on written request of the person entitled to designate a replacement, on a written request of stockholders who hold the votes to approve a replacement, if a Mutual Director loses the affirmative vote of a majority of the persons entitled to designate that chair, if the director is no longer entitled to occupy the seat under the Section 1.2 conditions, or if the director or the designating person is a Sanctioned Party. Optional language bars removal [other than for cause] except on those paths. Copy your list. The form also makes Stockholders execute written consents, and the Company use commercially reasonable efforts to call a special meeting on written request of a designating person.

Copy the signed chairs, not a three-person default

Do not paste "one preferred seat" as market standard. The June 2026 NVCA Word file (fetched from NVCA) is optional clauses in brackets. If a designation clause is not applicable, or would cause the Company to violate applicable Sanctions, the form sends that chair to a vote of all stockholders entitled to vote under the Restated Certificate. No Stockholder is liable for designating a person, voting for that person, or that person's acts as a director. Those are form sentences. Your executed Voting Agreement controls.

When the ledger holds

The row holds if the five cells are copied from the PDF (or marked missing). It fails when you invent a one-seat statutory board, book an IRA observer as a Preferred Director, treat drag-along as the designation right, or assume the remaining directors fill a vacant designated chair. Raziel's startup investment tracker is the book those Voting Agreements should sit on: documents, dates, cap tables, IRR and MOIC. Raziel does not interpret your Voting Agreement. Copy the five columns.