Vistaprint 2008 Annual Report Download - page 155

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SECOND AMENDED AND RESTATED BYE-LAWS
of
VistaPrint Limited
INTERPRETATION
1. 1.1 In these Bye-Laws, unless the context otherwise requires:
“Bermuda” means the Islands of Bermuda;
“Board” means the Board of Directors of the Company or the Directors present at a meeting of
Directors at which there is a quorum;
“clear days” means, in relation to the period of a notice, that period excluding the day on which the
notice is given or served, or deemed to be given or served, and the day for which it is given or on
which it is to take effect;
“the Companies Acts” means every Bermuda statute from time to time in force concerning
companies insofar as the same applies to the Company;
“Company” means the company incorporated in Bermuda under the name of VistaPrint Limited
on 19 April 2002;
“Director” means such person or persons as shall be appointed to the Board from time to time
pursuant to these Bye-Laws;
“Indemnified Person” means any Director, Officer, Resident Representative, member of a
committee duly constituted under Bye-Law 99 and any liquidator, manager or trustee for the time
being acting in relation to the affairs of the Company, and his heirs, executors and administrators;
“Officer” means a person appointed by the Board pursuant to Bye-Law 112 and shall not include an
auditor of the Company;
“paid up” means paid up or credited as paid up;
“Register” means the Register of Shareholders of the Company and, except in Bye-Laws 33 and 34,
includes any branch register;
“Registered Office” means the registered office for the time being of the Company;
“Resident Representative” means (if any) the individual (or, if permitted in accordance with the
Companies Acts, the company) appointed to perform the duties of resident representative set out in
the Companies Acts and includes any assistant or deputy Resident Representative appointed by the
Board to perform any of the duties of the Resident Representative;
“Resolution” means a resolution of the Shareholders passed in general meeting or, where required,
of a separate class or separate classes of shareholders passed in a separate general meeting or in
either case adopted by resolution in writing in accordance with the provisions of these Bye-Laws;
“Seal” means the common seal of the Company and includes any authorised duplicate thereof;
“Secretary” includes a joint, temporary, assistant or deputy Secretary and any person appointed by
the Board to perform any of the duties of the Secretary;
“share” means share in the capital of the Company and includes a fraction of a share;
“Shareholder” means a shareholder or member of the Company, provided that for the purposes of
Bye-Laws 139-145 inclusive it shall also include any holder of notes, debentures or bonds issued by
the Company;
Proxy Statement
A-3