Virgin Media 2006 Annual Report Download - page 211

RESTATED BY−LAWS
OF
NTL INCORPORATED
(hereinafter called the “Corporation”)
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation shall be located at 9 East Loockerman Street, City of
Dover, County of Kent, in the State of Delaware 19901. The name of its registered agent at that address is National Registered Agents,
Inc.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other places both within and without the State of
Delaware as the Board Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for the election of directors or for any other purpose shall be held
at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of
Directors as stated in the notice of meeting in a duly executed waiver of notice thereof. If authorized by the Board of Directors in its
sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not
physically present at a meeting of stockholders may, by means of remote communication, (a) participate in a meeting of stockholders
and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or
solely by means of remote communication; provided that (i) the Corporation shall implement reasonable measures to verify that each
person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii)
the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings and (iii) if any stockholder or proxyholder votes or takes
other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the
Corporation.
SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders
shall elect by a plurality vote a Board of Directors (subject to the rights, if any, of the holders of shares of preferred stock of the
Corporation to nominate and elect a specified number of directors as proved in the Certificate of Incorporation of the Corporation, as
amended and restated from time to time (the “Certificate of Incorporation”)), and transact such other business as may properly be
brought before the meeting in accordance with these amended and restated By−laws of the Corporation, as amended restated from
time to time (the “By−laws”).
SECTION 3. SPECIAL MEETINGS. Except as otherwise required by applicable law or by the Certificate of Incorporation, special
meetings of stockholders for any purpose or purposes may be called at any time solely by a majority vote of the Board of Directors,
the Chairman of the Board of Directors, the President or a majority vote of a committee of the Board of Directors that has been duly
designated by the Board of Directors and whose powers and authority include the power to call special meetings. Special meetings of
stockholders may not be called by any other person or persons.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007