Del. Ch. Ct. R. 81

(a) Appointment. The Court may appoint a Magistrate

to conduct an election of directors for a Delaware

corporation. The Court may condition relief on a bond to

secure payment of the expense of the election.

(b) Time and Place. The Magistrate may fix a time and

place for the election, notwithstanding any provision in the

corporation’s certificate of incorporation or bylaws.

(c) Stock Ledger. The Magistrate may direct the

corporation to make its stock ledger or a copy available to

the Magistrate. At least 10 days before the election, the

Magistrate must use the stock ledger to make an

alphabetical list of the stockholders entitled to vote in the

election. Any stockholder of the corporation may inspect

the list at the place of the election during the election itself

and the 10 days before the election is held.

(d) Notice. Unless the Court orders otherwise, the

Magistrate must give notice to stockholders at least 20

days before the election using whatever means the

Magistrate determines to be the best practicable.

(e) Evidence of Ownership. The Magistrate may

require stockholders to produce a share certificate or other

evidence of ownership to vote in the election.

(f) Expenses. Subject to the approval of the Court, the

Magistrate may impose the expense of the election—

including the Magistrate’s compensation—on the

corporation, the parties, or any director.

(g) Contempt. Subject to the approval of the Court, the

Magistrate may hold a disobedient corporation, director, or

officer in contempt.

(h) Other Duties and Powers. The Court may give the

Magistrate other powers and duties.