Virgin Media 2006 Annual Report Download - page 229

be set aside out of any funds of the Corporation available for divide such sum or sums as the Board of Directors from time to time, in
its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or purchasing any of the shares of capital stock,
warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for
equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.
SECTION 2. DISBURSEMENTS. All checks, drafts or demands for money and notes of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer or officers or such other person or persons as the Board of Directors may from
time to time designate.
SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its
organization and the word “Corporate Seal Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
SECTION 5. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors may authorize any officer or officers, agent or
agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments such authority may be general or confined to specific instances.
SECTION 6. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each member of any committee designated by
the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying
in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers employees, or committees of the Board of Directors so designated, or by any other
person as to matters which such director or officer reasonably believe are within such other person’s professional or expert
competence and who has been selected with reasonable care by or on behalf of the Corporation.
SECTION 7. TIME PERIODS. In applying any provision of these By−laws which requires that an act be done or not be done a
specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing the act shall be excluded, and the day of the event shall be included.
ARTICLE X
AMENDMENTS
SECTION 1. AMENDMENTS. These By−laws may be repealed, altered, amended or rescinded, in whole or in part, or new By−laws
may be adopted by (i) either the affirmative vote of the holders of sixty−six and two thirds percent (66 2/3%) of the outstanding
capital stock of the Corporation entitled to vote thereon or (ii)(a) with respect to any provision other than Article VIII, by a majority of
the entire Board of Directors, and (b) with respect to Article VIII, by at least sixty−six and two thirds percent (66 2/3%) of the entire
Board of Directors.
SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article X and in these By−laws generally, the term “entire Board of
Directors” means the total number of directors which the Corporation would have if there were no vacancies.
Adopted as of: March 3, 2006
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007