Vistaprint 2008 Annual Report Download - page 172

unsoundness of mind or revocation shall have been received by the Company at the Registered Office (or
such other place as may be specified for the delivery of instruments of proxy or authorisation in the notice
convening the meeting or other documents sent therewith) at least one hour before the commencement of
the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any
resolution in writing at which the instrument of proxy or authorisation is used.
84. Subject to the Companies Acts, the Board may at its discretion waive any of the provisions of these
Bye-Laws related to proxies or authorisations and, in particular, may accept such verbal or other
assurances as it thinks fit as to the right of any person to attend, speak and vote on behalf of any
Shareholder at general meetings or’ to sign resolutions in writing.
APPOINTMENT AND REMOVAL OF DIRECTORS
85. 85.1 At the point of adoption of these Bye-Laws the Board consists of the following persons:
Robert Keane
Daniel Ciporin
John J. Gavin, Jr.
George Overholser
Louis Page
Richard T. Riley
85.2 John J. Gavin, Jr. and George Overholser are each designated as a class I Director, Richard Riley and
Louis Page are each designated as a class II Director and Robert Keane and Daniel Ciporin are each
designated as a class III Director for the purposes of these Bye-Laws. There is no distinction in the
voting or other powers and authorities of Directors of different classes; the classifications are solely
for the purposes of the retirement by rotation provisions set out in Bye-Law 86. All Directors will be
designated as either class I, class II or class III Directors. The Board shall from time to time by
resolution determine the respective numbers of class I Directors, class II Directors and class III
Directors.
85.3 Upon resignation or termination of office of any Director, if a new Director shall be appointed to the
Board he will be designated to fill the vacancy arising and shall, for the purposes of these Bye-Laws,
constitute a member of the class of Directors represented by the person that he replaces.
86. 86.1 Each class I Director shall (unless his office is vacated in accordance with these Bye-Laws) serve
initially until the conclusion of the Annual General Meeting of the Company held in the calendar
year 2006 and subsequently shall (unless his office is vacated in accordance with these Bye-Laws)
serve for three-year terms, each concluding at the third Annual General Meeting after the class I
Directors together were last appointed or re-appointed.
86.2 Each class II Director shall (unless his office is vacated in accordance with these Bye-Laws) serve
initially until the conclusion of the Annual General Meeting of the Company held in the calendar
year 2007 and subsequently shall (unless his office is vacated in accordance with these Bye-Laws)
serve for three-year terms, each concluding at the third Annual General Meeting after the class II
Directors together were last appointed or re-appointed.
86.3 Each class III Director shall (unless his office is vacated in accordance with these Bye-Laws) serve
initially until the conclusion of the Annual General Meeting of the Company held in the calendar
year 2008 and subsequently shall (unless his office is vacated in accordance with these Bye-Laws)
serve for three-year terms, each concluding at the third Annual General Meeting after the class III
Directors together were last appointed or re-appointed.
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