Vistaprint 2008 Annual Report Download - page 156

“Specified Place” means the place, if any, specified in the notice of any meeting of the shareholders,
or adjourned meeting of the shareholders, at which the chairman of the meeting shall preside;
“Subsidiary” and “Holding Company” have the same meanings as in section 86 of the Companies
Act 1981, except that references in that section to a company shall include any body corporate or
other legal entity, whether incorporated or established in Bermuda or elsewhere;
“these Bye-Laws” means these Second Amended and Restated Bye-Laws in their present form;
1.2 For the purposes of these Bye-Laws, a corporation which is a shareholder shall be deemed to be
present in person at a general meeting if, in accordance with the Companies Acts its authorized
representative is present.
1.3 Words importing only the singular number include the plural number and vice versa.
1.4 Words importing only the masculine gender include the feminine and neuter genders respectively.
1.5 Words importing persons include companies or associations or bodies of persons, whether corporate
or un-incorporate.
1.6 A reference to writing shall include typewriting, printing, lithography, photography and electronic
record.
1.7 Any words or expressions defined in the Companies Acts in force at the date when these Bye-Laws
or any part thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the
case may be).
1.8 A reference to anything being done by electronic means includes its being done by means of any
electronic or other communications equipment or facilities and reference to any communication
being delivered or received, or being delivered or received at a particular place, includes the
transmission of an electronic record, and to a recipient identified in such manner or by such means as
the Board may from time to time approve or prescribe, either generally or for a particular purpose.
1.9 A reference to a signature or to anything being signed or executed include such forms of electronic
signature or other means of verifying the authenticity of an electronic record as the Board may from
time to time approve or prescribe, either generally or for a particular purpose.
1.10 A reference to any statute or statutory provision (whether in Bermuda or elsewhere) includes a
reference to any modification or re-enactment of it for the time being in force and to every rule,
regulation or order made under it (or under any such modification or re-enactment) and for the time
being in force and any reference to any rule, regulation or order made under any such statute or
statutory provision includes a reference to any modification or replacement of such rule, regulation
or order for the time being in force.
1.11 In these Bye-Laws:
1.11.1 powers of delegation shall not be restrictively construed but the widest interpretation shall
be given thereto;
1.11.2 the word “Board” in the context of the exercise of any power contained in these Bye-Laws
includes any committee consisting of one or more Directors, any Director holding executive
office and any local or divisional Board, manager or agent of the Company to which or, as
the case may be, to whom the power in question has been delegated;
1.11.3 no power of delegation shall be limited by the existence or, except where expressly
provided by the terms of delegation, the exercise of any other power of delegation; and
1.11.4 except where expressly provided by the terms of delegation, the delegation of a power shall
not exclude the concurrent exercise of that power by any other body or person who is for the
time being authorised to exercise it under these Bye-Laws or under another delegation of
the powers.
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