Virgin Media 2006 Annual Report Download - page 217

SECTION 4. MEETINGS. The Board of Directors may hold meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board
of Directors, the President or by a majority vote of the Board of Directors. Notice thereof stating the place, date and hour of the
meeting shall be given to each director either by mail not less than forty−eight (4 hours before the date of the meeting, or personally or
by telephone, telegram, telex or similar means of communication on twenty−four (24) hours’ notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the circumstances.
SECTION 5. ORGANIZATION. At each meeting of the Board of Directors, the Chairman of the Board of Directors, or, in his or her
absence, a director chosen by a majority of the directors present, shall act as Chairman. The Secretary of the Corporation shall act as
secretary at each meeting of the Board Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an
Assistant Secretary shall perform the duties of Secretary such meeting; and in the absence from any such meeting of the Secretary and
all the Assistant Secretaries, the Chairman of the meeting may appoint an person to act as Secretary of the meeting.
SECTION 6. RESIGNATIONS AND REMOVALS OF DIRECTORS. Any director of the Corporation may resign at any time, by
giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, the President or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless
otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Subject to the rights,
if any, of the holders of shares of preferred stock of the Corporation as provided in the Certificate of Incorporation, any one of the
directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of sixty−six and
two thirds percent (66 2/3%) of the outstanding shares of the Corporation then entitled to vote generally in the election of directors,
considered for purposes of this Section 6 as one class.
SECTION 7. QUORUM; ACTION OF THE BOARD OF DIRECTORS. Except as otherwise required by applicable law or by the
Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a
quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors. If a quorum shall no be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, and notice of the time and place of any such adjourned meeting shall be given to
all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such
notice shall only be given to the directors who were not present thereat.
SECTION 8. ACTION BY WRITTEN CONSENT. Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such
committee, as the case may be, consent thereto writing or by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall
be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic
form.
SECTION 9. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Members of the Board of Directors of the Corporation, or
any committee duly designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee
by means of a conference telephone or communications equipment by means of which all persons participating in the meeting can
hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.
SECTION 10. COMMITTEES. The Board of Directors may designate one or more committees, each committee to consist of one or
more of the directors the Corporation. The
8
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007