Earthlink 2004 Annual Report Download - page 112

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have been constituted) shall possess and may exercise any or all of the powers of the Board of Directors in the management or direction of the
business and affairs of the Corporation and under the Bylaws to the extent authorized by resolution adopted by a majority of the whole Board
of Directors and subject to such limitations as may be imposed by the DGCL.
Each committee may determine its rules of procedure and the notice to be given of its meetings (although in the absence of any special
notice procedure, the notice provisions of Section 3.4 hereof shall govern), and it may appoint such other committees and assistants as it shall
from time to time deem necessary. A majority of the members of the each committee shall constitute a quorum.
3.6.
Chairman of the Board . The Board of Directors may, at any time, by resolution passed by a majority of the entire Board of
Directors elect a director to serve as the Chairman of the Board of Directors. The Chairman of the Board of Directors shall serve in such
capacity until the next annual meeting of the Board of Directors or until his successor is elected. The Chairman of the Board of Directors,
when present, shall preside at all meetings of the stockholders and of the Board of Directors and shall have such powers and duties as may be
conferred upon him by the Board of Directors.
3.7.
Meetings via Remote Communications
. Any one or more members of the Board of Directors or any committee thereof may
participate in a meeting by means of a conference telephone call or other communication equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
3.8.
Action Without Meeting . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all
members of the Board of Directors or such committee, as the case may be, consent thereto in writing including by electronic transmission, and
the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such
committee. The filing of such minutes shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.
ARTICLE IV
OFFICERS
4.1.
Titles and Election . The officers of the Corporation shall be the Chief Executive Officer, President and the Secretary, each
of whom shall initially be elected as soon as convenient by the Board of Directors. The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or removal. Any officer elected or appointed by the Board of Directors may
be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any person may hold more than
one office if the duties can be adequately performed by the same person and to the extent permitted by the DGCL.
6