Because board seats are often given to new investors as part of term sheet "package". Shareholders can decide to grant a board seat to an incoming VC because t

Because board seats are often given to new investors as part of term sheet "package". Shareholders can decide to grant a board seat to an incoming VC because they think the combo of the VC's money and guidance will increase the value of the company. That can lead to situations where a majority of the ownership is not represented on the board.