Earthlink 2004 Annual Report Download - page 108

2.5.
Quorum . At any meeting of stockholders, a majority of the number of shares of stock outstanding and entitled to vote
thereat (or a majority of the number of shares of stock entitled to vote as a class or series) present in person or by proxy, shall constitute a
quorum, but a smaller interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice,
subject to such limitations as may be imposed under the DGCL, and provided
further that once a quorum is established at a meeting as set forth
hereunder, the quorum may not otherwise be eliminated during such meeting. When a quorum is present at any meeting, a majority of the
number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting unless the question is one upon
which a different vote is required by the DGCL, the Certificate of Incorporation or these Bylaws, in which case such express provision shall
govern.
2.6.
List of Stockholders . At least ten (10) days before every meeting, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each stockholder, shall
be prepared by the Secretary or the transfer agent in charge of the stock ledger of the Corporation. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary
business hours at the principal place of business of the Corporation. The list shall also be open to examination at the meeting as required by
applicable law. The stock ledger shall represent conclusive evidence as to who are the stockholders entitled to examine such list or the books
of the Corporation or to vote in person or by proxy at such meeting.
2.7.
Action Without Meeting . Unless otherwise restricted by the Certificate of Incorporation, action required to be taken or
which may be taken at any annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all the holders of outstanding stock entitled to
vote on such action, and shall be delivered in the manner specified by law or by the Certificate of Incorporation.
2.8.
Notice by Electronic Transmission . Without limiting the manner by which notice otherwise may be given effectively to
stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders given by the Corporation
under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic
transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written
notice to the Corporation. Any such consent shall be deemed revoked if:
(i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in
accordance with such consent; and
(ii)
such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent of the
Corporation, or other person responsible for the giving of notice;
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