Earthlink 2004 Annual Report Download - page 117

Download and view the complete annual report

Please find page 117 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

ARTICLE VIII
BOOKS AND RECORDS
8.1.
Place of Keeping Books . The books and records of the Corporation may be kept within or outside of the State of Delaware
and may be kept in paper form or by means of any information storage device that can be converted into clearly legible paper form within a
reasonable period of time.
8.2.
Examination of Books . Except as may otherwise be provided by the DGCL, the Certificate of Incorporation or these
Bylaws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places
and under what conditions any of the accounts, records and books of the Corporation (converted into paper form as necessary) are to be open to
the inspection of any stockholder. No stockholder shall have any right to inspect any account or book or document of the Corporation except
as prescribed by law or authorized by express resolution of the stockholders or of the Board of Directors.
ARTICLE IX
NOTICES AND WAIVERS
9.1.
Requirements of Notice . Whenever notice is required to be given by statute, the Certificate of Incorporation or these
Bylaws, except as otherwise provided in Section 3.4 hereof, it shall not mean personal notice unless so specified, but such notice may be given
(i) in writing by depositing the same in a post office, letter box or mail chute postage prepaid and addressed to the person to whom such notice
is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same
shall be thus mailed or (ii) if applicable, as provided in Section 2.8 hereof.
9.2.
Waivers
. Any stockholder, director or officer may, in writing or by electronic transmission, at any time waive any notice or
other formality required by law, the Certificate of Incorporation or these Bylaws. Such waiver of notice, whether given before or after any
meeting or action, shall be deemed equivalent to notice. Presence of a stockholder either in person or by proxy at any meeting of stockholders
and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by law, the
Certificate of Incorporation or these Bylaws, unless such presence is solely for the purpose of objecting to the lack of notice and such objection
is stated at the commencement of the meeting.
ARTICLE X
SEAL
The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may
consist of a facsimile thereof or the word “SEAL” enclosed in parentheses or brackets. The corporate seal of the Corporation shall not be
necessary to validate or authenticate any instrument duly executed by the Corporation or to render any such instrument enforceable against the
Corporation.
11