Vistaprint 2008 Annual Report Download - page 169

61.1.2 it is proposed at the direction of the Court; or
61.1.3 it is proposed on the requisition in writing of such number of Shareholder’s as is prescribed
by, and is made in accordance with, the relevant provisions of the Companies Acts; or
61.1.4 the chairman of the meeting in his absolute discretion decides that the resolution may
properly be regarded as within the scope of the meeting.
61.2 No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the
chairman of the meeting in his absolute discretion decides that the amendment or the amended
resolution may properly be put to a vote at that meeting.
61.3 If the chairman of the meeting rules a resolution or an amendment to a resolution admissible or out
of order (as the case may be), the proceedings of the meeting or on the resolution in question shall
not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation to
a resolution or an amendment to a resolution shall be final and conclusive,
62. The Resident Representative, if any, upon giving the notice referred to in Bye-Law 53 above, shall be
entitled to attend any general meeting of the Company and each Director shall be entitled to attend and
speak at any general meeting of the Company.
63. The Chairman (if any) of the Board or, in his absence, the President shall preside as chairman at every
general meeting. If there is no such Chairman or President, or if at any meeting neither the Chairman nor
the President is present within five minutes after the time appointed for holding the meeting, or if neither
of them is willing to act as chairman, the Directors present shall choose one of their number to act or if
only one Director is present he shall preside as chairman if willing to act. If no Director is present, or if
each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll
shall elect one of their number to be chairman.
64. The chairman of the meeting may, with the consent by resolution of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from time to time (or sine die) and
from place to place but no business shall be transacted at any adjourned meeting except business which
might lawfully have been transacted at the meeting from which the adjournment took place. In addition to
any other power of adjournment conferred by law, the chairman of the meeting may at any time without
consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to
another time and/or place (or sine die) if, in his opinion, it would facilitate the conduct of the business of
the meeting to do so or if he is so directed (prior to or at the meeting) by the Board. When a meeting is
adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Board. When a
meeting is adjourned for three (3) months or more or for an indefinite period, at least ten (10) clear days’
notice shall be given of the adjourned meeting. Save as expressly provided by these Bye-Laws, it shall not
be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting.
VOTING
65. Save where a greater majority is required by the Companies Acts or these Bye-Laws, any question
proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast
and all resolutions put to shareholders will be decided on a poll.
66. Subject to Bye-Law 129 and to any rights or restrictions attached to any class of shares, at any meeting of
the Company, each Shareholder present in person shall be entitled to one vote for each share held by him.
67. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
68. A resolution on the election of a chairman, or on a question of adjournment, shall be taken forthwith.
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