---
title: "Record the annual meeting of stockholders for the election of directors"
url: "https://ailawframework.com/practice/in-house-general-counsel/record-the-dates-by-which-a-public-company-holds-its-annual-general-meet/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A40-PE20261022-12-US"
practice_area: "In-House / General Counsel"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Record the annual meeting of stockholders for the election of directors

> List the date the bylaws designate for the annual meeting, and whether the file shows the meeting was held or that directors were elected by written consent in lieu of it. Do not pick a new date.

Canonical page: https://ailawframework.com/practice/in-house-general-counsel/record-the-dates-by-which-a-public-company-holds-its-annual-general-meet/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [In-House / General Counsel](https://ailawframework.com/practice/in-house-general-counsel.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | List the date the bylaws designate for the annual meeting, and whether the file shows the meeting was held or that directors were elected by written consent in lieu of it. Do not pick a new date. |
| What the lawyer must review | You decide the date and what follows if it is missed. Section 211(b) says that unless directors are elected by written consent in lieu of an annual meeting as that subsection permits, an annual meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors, but if the consent is less than unanimous it may replace the annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of the action are vacant and are filled by that action. Section 211(c) says a failure to hold the annual meeting at the designated time, or to elect a sufficient number of directors to conduct the business, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution except as the chapter specifically provides. If the meeting is not held on the designated date, the directors shall cause it to be held as soon as is convenient. If the failure continues for 30 days after the designated date, or if no date has been designated, for 13 months after the latest of the organization of the corporation, its last annual meeting, or the last written consent electing directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting on the application of any stockholder or director. Section 141(b) says each director holds office until a successor is elected and qualified or until earlier resignation or removal. These pages do not use an 18-month period or a five-month period. The tool does not choose the date. |
| Written for | United States |
| Applies to | [Record the dates by which a public company holds its annual general meeting](https://ailawframework.com/practice/in-house-general-counsel/record-the-dates-by-which-a-public-company-holds-its-annual-general-meet.md) |

## Checking plan

- What the AI does: List the date the bylaws designate for the annual meeting, and whether the file shows the meeting was held or that directors were elected by written consent in lieu of it. Do not pick a new date.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The meeting date comes from the bylaws or the manner the bylaws provide. Do not insert a statutory month-count these sections do not use.
- A less-than-unanimous written consent replaces the annual meeting only in the vacancy case § 211(b) states.

## Sources

- [Delaware General Corporation Law, Subchapter VII, including § 211](https://delcode.delaware.gov/title8/c001/sc07/) (checked 2026-10-22)
- [Delaware General Corporation Law, Subchapter IV, including § 141](https://delcode.delaware.gov/title8/c001/sc04/) (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.*