Earthlink 2004 Annual Report Download - page 110

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(iv)
the text of the proposed business to be brought before all the stockholders for consideration at the annual meeting (including
but not limited to the text of any resolutions to be brought before all the stockholders for consideration at the annual meeting, or the
language of any proposed amendments to the Bylaws of the Corporation);
(v)
a description of any material interest that the stockholder of record has in the proposed business being brought before all the
stockholders for consideration at the annual meeting; and
(vi)
a brief statement of the reason or reasons why such stockholder of record intends to bring such proposed business before all
the stockholders for consideration at the annual meeting.
The Chairman of the meeting may refuse to allow both consideration of such proposed business and/or a stockholder vote on such
proposed business if it was not brought in compliance with the foregoing procedure.
The foregoing notice requirements shall be deemed satisfied by a stockholder of record if the stockholder has notified the Corporation
of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities
Exchange Act of 1934, as amended, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the
Corporation to solicit proxies for such annual meeting.
2.10.
Business Considered by Stockholders at Special Meetings . The only business conducted at a special meeting of
stockholders shall be that business brought before the meeting pursuant to the Corporation’s notice of meeting given in accordance with these
Bylaws. ARTICLE III
BOARD OF DIRECTORS
3.1.
Powers . The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors,
which shall have all the powers authorized by the DGCL, subject to such limitations as may be provided by the Certificate of Incorporation or
these Bylaws.
3.2.
Election of Directors . Directors shall be elected at each annual meeting of stockholders as provided in the Certificate of
Incorporation, each director so elected to serve until the election and qualification of his or her successor or until his or her earlier death,
resignation, retirement, disqualification or removal from office. Directors need not be stockholders, nor need they be residents of the State of
Delaware.
3.3.
Compensation
. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment
of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for serving as members
of
4