Earthlink 2004 Annual Report Download - page 109

Download and view the complete annual report

Please find page 109 of the 2004 Earthlink annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 128

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128

provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(i)
if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive
notice;
(ii)
if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive
notice;
(iii)
if by a posting on an electronic network together with separate notice to the stockholder of such specific posting,
upon the later of (A) such posting and (B) the giving of such separate notice; and
(iv)
if by any other form of electronic transmission, when directed to the stockholder.
An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent of the Corporation, or other agent of
the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.
2.9.
Business Considered by Stockholders at Annual Meetings . The proposal of business to be considered by stockholders may
be made at an annual meeting by the Board of Directors or a committee appointed by the Board of Directors, or by any stockholder of record
entitled to vote generally at such meeting; provided, however, that any stockholder of record entitled to vote generally at such meeting may
bring such proposed business before all the stockholders for consideration at the annual meeting only if such proposed business constitutes a
proper matter for stockholder action, and if written notice of such stockholder’s intent to bring such proposed business before all the
stockholders for consideration at the annual meeting has been given, either by personal delivery or by the United States mail, postage prepaid,
to the Secretary of the Corporation not later than ninety (90) days in advance of the annual meeting of stockholders. Each such notice shall set
forth:
(i)
the name and address of the stockholder of record who intends to bring such proposed business before all the stockholders
for consideration at the annual meeting;
(ii)
a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at the annual meeting
and intends to appear in person or by proxy at the annual meeting to bring such proposed business before all the stockholders for
consideration;
(iii)
a brief description of the proposed business to be brought before all the stockholders for consideration at the annual
meeting;
3