Earthlink 2004 Annual Report Download - page 116

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6.3.
Record Dates
. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or to express consent to corporate action in writing without a meeting,
or in order to make a determination of stockholders for any other proper purposes, the Corporation’s stock transfer books shall not be closed,
but a record date shall be set by the Board of Directors and, upon that date, the Corporation or its transfer agent shall take a record of the
stockholders without actually closing the stock transfer books. Such record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and such record date: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days
before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing
without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board
of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action.
If no such record date is fixed by the Board, the record date shall be that prescribed by the DGCL.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may, in their discretion, fix a new record date for the adjourned meeting.
6.4.
Lost Certificates . In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued
upon such terms as may be determined or authorized by the Board of Directors or the Executive Committee (if one has been appointed), or by
the President or Secretary if the Board of Directors or the Executive Committee does not do so.
ARTICLE VII
FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.
7.1.
Fiscal Year
. The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Board
of Directors.
7.2.
Bank Deposit, Checks, Etc . The funds of the Corporation shall be deposited in the name of the Corporation or of any
division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of
Directors or by such officer or officers as the Board of Directors may authorize to make such designations.
All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by such person or persons as may
be designated from time to time by the Board of Directors. The signatures on checks, drafts or other orders for the withdrawal of funds may be
in facsimile if authorized in the designation.
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