This excerpt taken from the EPAY DEF 14A filed Oct 10, 2008.
STOCKHOLDER PROPOSALS FOR 2009 ANNUAL MEETING
Any proposal that a stockholder intends to present at the 2009 annual meeting of stockholders must be submitted to our principal executive offices at 325 Corporate Drive, Portsmouth, New Hampshire 03801, Attention: Corporate Secretary, no later than June 15, 2009 in order to be considered for inclusion in the proxy statement and proxy card relating to the 2009 annual meeting of stockholders. However, if the date of our 2009 annual meeting is prior to October 19, 2009 or after December 18, 2009, the deadline is 10 business days before we begin to print and mail our proxy materials for the 2009 annual meeting.
If a stockholder wishes to present a proposal at the 2009 annual meeting but has not complied with the requirements for inclusion of the proposal in our proxy materials pursuant to Rule 14a-8 under the Exchange Act, the stockholder must also give notice of the proposal to our corporate secretary at our principal executive offices. Our amended and restated bylaws, as amended, require that we be given advance written notice of stockholder nominations regarding election to our board of directors and certain other matters which stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy discussed above). We must receive this notice at least 60 days, but not more than 90 days, prior to the date of the 2009 annual meeting, which is expected to be November 19, 2009. Our bylaws also specify requirements relating to the content of the notice which stockholders must provide, including for stockholder nominations for director, in order for such proposals or nominations to be properly presented at a stockholder meeting.