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Is the board member replaced by another partner of the firm (Answer: yes) and does the startup have a say in the choice of the partner? (Answer: ultimately no) And: does it happen often? (Answer: yes) If the VC has voting control or even a substantial ownership percentage, then forget the agreements. The agreements exist only as a starting point for an argument, which 99 percent of the time you will lose. You are not going to sue the money machine because of a Board Member. Been there ...
In a preferred stock Series A round, the right for investors to elect representatives to the Board is typically set forth in a separate voting agreement and in the certificate of incorporation. Upon resignation of the investors' nominee, the holders of Series A Preferred Stock will typically fill the vacancy by separate class vote or written consent adopted by the preferred stockholders, or if there are any investors' representatives left on the board, by such remaining directors. See the NVCA model certificate of incorporation, S. 3.2, here:http://nvca.org/resources/model-legal-documents/
To complete my answer: not only does the company have no discretion over the matter, the vote of its board representatives and its founders/shareholders is not needed.