This excerpt taken from the EQ 8-K filed Jul 1, 2009.
MEETINGS OF STOCKHOLDERS
Section 1.1 Place of Meeting and Notice. Meetings of the stockholders of Embarq Corporation (the Corporation) shall be held at such place either within or without the State of Delaware as the board of directors of the Corporation (the Board of Directors) may determine.
Section 1.2 Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 50% of the common stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting.
Section 1.3 Notice. Except as otherwise provided by law, at least 10 and no more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.
Section 1.4 Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporations issued and outstanding common stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.
Section 1.5 Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporations issued and outstanding common stock.
Section 1.6 Action Without Meeting. Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.