---
title: "Check a stockholders' request that the board call a special meeting"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/check-a-members-request-that-the-directors-call-a-general-meeting/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-6-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check a stockholders' request that the board call a special meeting

> From the request, the certificate and the bylaws, list who signed the request and quote any clause that authorises stockholders, or any other person, to call a special meeting or to require the board to call one.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/check-a-members-request-that-the-directors-call-a-general-meeting/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the request, the certificate and the bylaws, list who signed the request and quote any clause that authorises stockholders, or any other person, to call a special meeting or to require the board to call one. Do not call the meeting. |
| What the lawyer must review | The lawyer applies § 211(d): special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorised by the certificate of incorporation or by the bylaws. The section does not give a percentage of stockholders a statutory right to require the directors to call a meeting. The lawyer decides whether the request matches a power the certificate or the bylaws confer. |
| Written for | United States |
| Applies to | [Check a members' request that the directors call a general meeting](https://ailawframework.com/practice/commercial-and-corporate-advisory/check-a-members-request-that-the-directors-call-a-general-meeting.md) |

## Checking plan

- What the AI does: From the request, the certificate and the bylaws, list who signed the request and quote any clause that authorises stockholders, or any other person, to call a special meeting or to require the board to call one. Do not call the meeting.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Do not treat a request signed by holders of 5 per cent of the votes as sufficient. That threshold is not in § 211(d).
- If the board is empty, § 223 lets an officer or a stockholder call a special meeting or apply to the Court of Chancery. That is a different case from a request to a sitting board.

## Sources

- [Delaware General Corporation Law, Subchapter VII, including § 211(d) special meetings](https://delcode.delaware.gov/title8/c001/sc07/index.html) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*