Virgin Media 2006 Annual Report Download - page 216

any given matter to be voted upon at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those
present; (d) limitations on attendance at or participation in the meeting to stockholders of record the Corporation, their duly authorized
and constituted proxies or such other persons as the Chairman of the meeting shall determine; (e) restrictions on e to the meeting after
the time fixed for the commencement thereof; (f) limitations on the time allotted to questions or comments by participants and (g)
determining the form of the ballot (if any) to be used for voting on each matter upon which stockholders will vote at the meeting.
SECTION 14. INSPECTORS OF ELECTION. In advance of any meeting of the stockholders, the Board of Directors, or, if
authorized by resolution of the Board of Directors, the Chairman or the President, shall appoint one or more inspectors to act at the
meeting and make a written report thereof. One or m other persons may be designated as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting o stockholders, the Chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of
the Corporation; provided that no director or candidate for the office of director shall act as an inspect of an election of directors. Each
inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute t duties of
inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by
applicable law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote
taken and of such other facts as may be required by applicable law.
SECTION 15. RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any
meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not
be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the
close of business on the day preceding the day on which notice is given. A determination of stockholder of record entitled to notice of
or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board Directors
may fix a new record date for the adjourned meeting.
ARTICLE III
DIRECTORS
SECTION 1. ELECTION OF DIRECTORS. Subject to the rights, if any, of the holders of shares of preferred stock of the Corporation
as provided in the Certificate of Incorporation, and except as provided in Section 2 of this Article III, directors shall be elected by a
plurality of the votes cast at each annual meeting of stockholders and entitled to vote on the election of directors, and each director so
elected shall hold office as provided by Article V of the Certificate of Incorporation.
SECTION 2. VACANCIES. Except as otherwise required by applicable law or by the Certificate of Incorporation, any vacancy on the
Board of Directors, howsoever resulting, may be filled by a majority of the directors then in office, though less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class
to which such director shall have been elected except in the case a director elected by a class or series of preferred stock of the
Corporation which shall be governed by the provisions of the Certificate of Incorporation.
SECTION 3. DUTIES AND POWERS. The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation o by these By−laws directed or required to be exercised or done by the stockholders.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007