Windstream 2013 Annual Report Download - page 93

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form of communication, not directly involving the physical transmission of paper, that creates a record that may be
retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process.
Section 5. Stockholders List. The officer having charge of the stock ledger of the Corporation shall make, at least
10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting
arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the
name of each stockholder; provided, that the Corporation shall not be required to include electronic mail addresses
or other electronic contact information on such list. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to
the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place
of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock entitled to vote, present in
person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise
provided by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation. If a quorum
is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and
entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of
business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one
class or series) voting as a class or series, the holders of a majority of the shares of such class or series shall constitute
a quorum (as to such class or series) for the transaction of such item of business.
Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 8. Vote Required. When a quorum is present at any meeting, the affirmative vote of a majority of votes cast
on a subject matter at such meeting shall be the act of the stockholders on such matter, unless (i) by express provisions
of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question, or (ii) the subject matter is the election of Directors,
in which case Section 2 of ARTICLE III hereof shall govern and control the approval of such subject matter.
Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware,
the Certificate of Incorporation or these Bylaws, every stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock held by such stockholder.
Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest
in the Corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting
of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest
appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in
the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and
before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the
secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has
been found to be invalid or irregular.