directors for cause, it is highly doubtful whether directors, as opposed to stockholders, may be empowered by either the certificate of incorporation or by-laws to remove a director for cause.”). 5 . See Blish v. Thompson Automatic Arms Corp., 64 A.2d 581, 602 (Del.1948) (number of directors determined by stockholders at annual or special meeting); Stroud, 585 A.2d at 1308 (number of directors to be set by board but not less than 9 or more than 13); Ellin v. Consol. Caribou Silver Mines, 67 A.2d 416, 418-19 (Del.Ch.1949) (Seitz, V.C.) (number of directors set at three through stockholders' election of three directors at annual meeting); Drexler, supra, § 13.01[2] (describing methods for fixing number of directors). 6 . See, e.g., Shaw v. Agri-Mark, Inc., 663 A.2d 464, 469-70 (Del.1995) (<HOLDING>); Berlin v. Emerald Partners, 552 A.2d 482, 494
recognizing longestablished rule that a corporation may rely on its stock ledger in determining which stockholders are eligible to vote holding that the right to vote is fundamental holding in a class action suit that owning stock in a corporation creates a sufficient nexus between a nonresident shareholder and the jurisdiction of incoiporation to bind him to a judicial determination of rights that attach to that stock eg does this class of stock have a right to vote including the right to hold fiduciaries to account providing that notice and opportunity to be heard are provided recognizing that a court may rely on matters of which a court may take judicial notice recognizing rule