Del. R. Ch. Ct. 81

As amended through November 14, 2024
Rule 81 - Applicability in Special Proceedings
(a) Conformity. The procedure in special matters shall conform to these Rules so far as practicable and to the extent that this will not contravene any applicable statute; otherwise, the procedure in such matters shall remain as heretofore.
(b) Procedure for corporate election held by Court order.
(1) In case an order made by the Court for the holding of an election of directors of a corporation of the State of Delaware be not obeyed, the Court may punish the directors for contempt of Court, and take such other and further proceeding as may be appropriate to enforce obedience to its order, or impose on the corporation a penalty for disobedience thereof.
(2) It may also appoint a Master to hold such election not less than 20 days after the Master's appointment at a time and place to be fixed by the Court, or by said Master as the Court shall order, any provision of the charter or bylaws of the corporation to the contrary notwithstanding.
(3) For the purpose of holding such election the Master shall at least 10 days before the election make from the original stock ledger of the corporation an alphabetical list of the stockholders entitled to vote at such election, which stock ledger or a copy thereof shall be made available to the Master by the corporation. The Court may make such other and further order in respect to a list of stockholders as it may deem appropriate. The Master may require the production at said election of certificates of shares of stock of the corporation as evidence of a right to vote thereat. Such list shall for 10 days prior to the election be open to the inspection of any stockholders at the place where said election is to be held, and shall also be produced and kept at the time and place of such election during the whole time thereof and be subject to the inspection of any stockholder of the corporation who may be present.
(4) A notice of said election and of any change in the time and place of holding the same shall at least 20 days before it is held be mailed by the said Master to each of the stockholders on said list addressed to the stockholder at the stockholder's last known postoffice address.
(5) The Court may by order give to the Master such other powers and duties as may be deemed necessary and proper to effectuate the purpose of this rule.
(6) The Court may impose upon the petitioner, the corporation, or any director thereof, the costs and expenses of the proceeding and of holding said election, including compensation of said Master, and where there are no assets of the corporation in this State, and the petitioner be a nonresident of this State, may require the petitioner to give a bond to secure such costs, expenses and compensation.

Del. R. Ch. Ct. 81