The bank's two biggest shareholders have urged investors to support the proposals to ensure they get what they consider a fair price for their holdings under rescue plans being discussed.
Hundreds of small investors are expected to attend the meeting in the bank's home town of Newcastle, in northeast England.
They own about a quarter of the shares in issue so could swing the vote. The meeting also represents the highest profile stage for shareholders to voice their anger, frustration or backing for the bank since a crisis erupted four months ago.
Northern Rock is the country's fifth biggest mortgage lender but was brought to its knees in September when it was unable to raise funds in financial markets and had to turn to the Bank of England for emergency support.
That prompted the first run on the deposits of a major British bank for over 140 years and started an auction for Northern Rock.
To prepare for the possibility that the bank will be put under state control, the government has lined up veteran executive Ron Sandler to run Northern Rock. Some saw that news over the weekend as designed to put pressure on shareholders to back the board in its showdown with hedge funds.
The bank's 180,000 shareholders are considering the threat they could be left with nothing under nationalisation against holding out for a better takeover offer.
Northern Rock has said it still wants a private sector solution and has been in talks with two consortiums led by Richard Branson's Virgin Group and investment firm Olivant.
However, tough credit market conditions have made it difficult for them to raise billions of pounds needed to repay about 26 billion pounds in loans from the Bank of England.
The government has said its priorities are to protect depositors and taxpayers.
Proposals to limit the board's freedom to sell assets and issue shares have been put forward by hedge funds SRM and RAB Capital, which own an 18 percent stake in the bank. They say a hasty deal would destroy value and politics are overshadowing the interests of shareholders.
But Northern Rock's board has said the meeting is "potentially damaging" and urged shareholders to oppose the resolutions, saying they would "materially restrict the power of the board to act at a time when prompt, decisive action may be required".
Northern Rock shares closed at 82.5 pence on Monday, a record closing low.
