united-states corporate-law incorporation
May there exist a non-voting board of directors member in the United States?
<p>May there exist a non-voting board of directors member in the United States?
Or by definition are the board of directors all voting?</p>

<p>You could, but almost no one would want to do this: all of the liability and none of the power to actually control things.</p>
<p>Board observers are used to fill this role: someone who can participate in discussions but does not have a vote.</p>

<p>It would be more common in a non-profit company than a for profit one. Often, a non-voting board member would be a founder of the non-profit who wants a means to interact with and keep apprised of the company's functioning, but due to concerns about conflicts of interest or personal benefit, can't vote on the matters coming before the board.</p>
<p>A non-voting board member also might be an advisor to the company who is on an &quot;advisory board&quot; regarding some matter but not its day to day operations (e.g. an environmental impact or diversity advisory board), or might be, for example, a minor who lacks the legal capacity to serve as a board member but whose insight is appreciated and heeded by the voting board members.</p>
