Virgin Media 2006 Annual Report Download - page 214

5, and if such officer shall also determine, such officer shall so declare to the meeting that any such defective nomination shall be
disregarded.
SECTION 6. NOTICE. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any,
by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting and, in the case of a special
meeting, 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 notice of and to vote at such meeting. At a special meeting of
stockholders, only such business as is stated in such notice (or any supplement or amendment thereto) shall be acted upon thereat.
SECTION 7. QUORUM. Except as otherwise required by applicable law or by the Certificate of Incorporation, the holders of a
majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of t stockholders for the transaction of business. A quorum, once established, shall not be broken
by the withdrawal of enough votes to leave less than a quo If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, in the manner provided in Section 8 of this Article II.
SECTION 8. ADJOURNMENTS. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or
some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof or the means of
remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such
meeting are announced at the meeting at which the adjournment taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the adjournment for more than thirty (30) days, or if after
adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be sent t each stockholder of
record entitled to notice of and to vote at the meeting in accordance with the requirements of Section 6 of this Article II.
SECTION 9. VOTING. Except as otherwise required by applicable law or by the Certificate of Incorporation and these By−laws, any
question brought before any meeting of stockholders, other than the election of directors, shall be decided by the vote of the holders of
a majority of the stock represented entitled to vote thereat, voting as a single class. Except as otherwise provided in the Certificate of
Incorporation and subject to Section 5 of Article V of these By−laws, each stockholder represented at a meeting of stockholders shall
be entitled to cast one (1) vote for each share of the capital stock entitled vote thereat held by such stockholder. Such votes may be
cast in person or by proxy as provided in Section 10 of this Article II. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting be
cast by written ballot.
SECTION 10. PROXIES. Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons
to act for such stockholder as proxy but no proxy shall be voted on after three (3) years from its date, unless such proxy provides for a
longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder
as proxy, the following shall constitute a valid means which a stockholder may grant such authority:
(a) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution
may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such
writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited
to, by facsimile signature.
(b) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing
the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of
the
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007