- [elections, resignations, etc.] Upon application of any stockholder or director, or any officer whose title to office is contested, the Court of Chancery may determine the person entitled to an office of director or officer. The Court of Chancery may make any order as may be just and proper, including for notice, the production of records, and holding an election pursuant to § 211 or 215.
- [other stockholder votes] Upon application of any stockholder or of the corporation itself, the Court of Chancery may determine the result of any stockholder vote upon matters other than elections. No party besides the corporation need be joined.
- [removal] Upon application by the corporation or derivatively by a stockholder, the Court of Chancery may remove from office any director who has been
- convicted of a felony, or
- adjudicated by a court of competent jurisdiction to have breached the duty of loyalty,
in connection with the director’s duties to the corporation, if the Court determines that the director did not act in good faith in performing the acts resulting in the prior conviction or judgment and judicial removal is necessary to avoid irreparable harm to the corporation. The Court may make necessary incidental orders.
a – c. [service; notice] For purposes of the foregoing, service of the application upon the corporation’s registered agent shall be deemed service upon the corporation and any persons whose title to office is contested. The registered agent shall immediately forward copies of the application in postpaid, sealed, registered letters to the corporation and these persons at their post-office addresses last known to the registered agent or furnished to the registered agent by the applicant stockholder. The Court may make such order respecting notice of such application as it deems proper.