Windstream 2015 Annual Report Download - page 77

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(e) If none of the stockholders who submitted a Special Meeting Request appears or sends a qualified
representative to present the item of business submitted by the stockholders for consideration at the Stockholder
Requested Special Meeting, such item of business shall not be submitted for vote of the stockholders at such
Stockholder Requested Special Meeting, notwithstanding that proxies in respect of such vote may have been received
by the Corporation or such stockholder(s).
(f ) Except as provided in the next sentence, a Stockholder Requested Special Meeting shall be held at such date,
time and place within or without the State of Delaware as may be fixed by the Board of Directors; provided, however,
that the date of any such Stockholder Requested Special Meeting shall be not more than ninety (90) days after the
date on which valid Special Meeting Request(s) constituting the Requisite Percent are delivered to the secretary of
the Corporation (such date of delivery being the “Delivery Date”). Notwithstanding the foregoing, the secretary of
the Corporation shall not be required to call a Stockholder Requested Special Meeting if (i) the Delivery Date is
during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding
annual meeting and ending on the earlier of (A) the date of the next annual meeting and (B) thirty (30) days after
the first anniversary of the date of the immediately preceding annual meeting, or (ii) the Special Meeting Request(s)
(A) relate to an item of business that is not a proper subject for action by the stockholders under applicable law;
(B) were made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable
law or would cause the Corporation to violate any law; or (C) do not comply with the provisions of this Section 2.
The procedures set forth in this Section 2 are the exclusive means by which items of business may be raised by
stockholders at a Stockholder Requested Special Meeting.
(g) Written notice of a special meeting stating the place, date and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote
at such meeting, and the purpose or purposes for which the meeting is called shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Any
notice relating to a special meeting appropriately called pursuant to this Section 2 shall describe the item or items of
business to be considered at such special meeting. Business transacted at any special meeting shall be limited to the
matters identified in the Corporation’s notice given pursuant to this Section 2; provided, however, that nothing herein
shall prohibit the Board of Directors from including in such notice and submitting to the stockholders additional
matters to be considered at any Stockholder Requested Special Meeting.
Section 3. Place of Meetings. The Board of Directors may designate any place, either within or without the State of
Delaware, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Corporation.
Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed
notice, or notice by electronic transmission, stating the place, if any, date, time, if applicable, the means of remote
communications and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given
to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of
the meeting. All such notices shall be delivered, either personally or by mail or, as provided below, by means of
electronic transmission, by or at the direction of the Board of Directors, the chairman of the board, the president or
the secretary. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any
notice to a stockholder given by the Corporation may be given by a form of electronic transmission consented to by
the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice
to the Corporation. Notice shall be deemed to be delivered if mailed when deposited in the United States mail, postage
prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation.
Notice given by electronic transmission shall be deemed to be delivered (i) if by facsimile, when directed to a number
at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice; (iii) if by posting on an electronic network together
with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving
of such separate notice; and (iv) by any other form of electronic transmission, when directed to the stockholder.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person
attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because
the meeting is not lawfully called or convened. For purposes of these Bylaws, “electronic transmission” means any
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.