Virgin Media 2006 Annual Report Download - page 219

or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Such officers as the
Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the
Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers. Any number of offices may be held by the same person, unless otherwise
prohibited by applicable law, the Certificate of Incorporation or these By−laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of
the Corporation. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By−laws
otherwise provide.
SECTION 2. ELECTION OF OFFICERS; VACANCIES; AND RESIGNATIONS AND REMOVALS. The Board of Directors shall
elect the officers of the Corporation, who shall be subject to the control of the Board of Directors and shall hold their offices for such
terms and shall exercise such powers an perform such duties as shall be determined from time to time by the Board of Directors, and
each officer of the Corporation shall hold office until such officer’s successor is chosen and qualified, or until their earlier death,
resignation, retirement, disqualification or removal from office. Any officer elected by the Board of Directors may be removed at any
time, with or without cause, by the Board of Directors, subject to the terms and conditions of any employment or other agreement of
such officer with the Corporation. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
The salaries of all officers of the Corporation shall be fixed by the Board of Directors or a committee thereof. Any officer 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 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.
SECTION 3. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, if one shall have been
elected, shall be a member of the Board of Directors, and, if the Board of Directors so designates, an officer of the Corporation and, if
present, shall preside at each meeting of the Board of Directors and the stockholders. The Chairman of the Board of Directors shall
advise the Chief Executive Officer, if one shall have been elected, and the President, and in their absence, with other executives of the
Corporation, and shall perform such other duties as may from time to time be assign by the Board of Directors.
SECTION 4. CHIEF EXECUTIVE OFFICER. If the Board of Directors so designates, the Chairman of the Board of Directors, the
President or such other person so designated shall be the Chief Executive Officer of the Corporation. The person so designated shall
have general and active supervision over the business and affairs of the Corporation and over its several officers, agents and
employees, subject, however, to the control of the Board of Directors, an shall perform all duties incident to the position of Chief
Executive Officer and such other duties as may from time to time be assigned by the Board of Directors. The Chief Executive Officer
shall, in the absence of the Chairman of the Board of Directors, or if a Chairman of the Board of Directors shall not have been elected,
preside at each meeting of the stockholders of the Corporation.
SECTION 5. THE PRESIDENT. The President shall perform all duties incident to the office of President and such other duties as may
from time to time b assigned by the Board of Directors, the Chief Executive Officer if one shall have been appointed or by these
By−laws. The President shall, in the absence of the Chairman of the Board of Directors and Chief Executive Office or if a Chairman
of the Board of Directors and Chief Executive Officer shall not have been elected, preside at each meeting of the stockholders of the
Corporation.
SECTION 6. VICE−PRESIDENT. Each Vice−President (one or more of whom may be designated as Executive Vice President or as
Senior Vice Preside or by other designations) shall perform all such duties as from time to time may be assigned by the Board of
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007