Vistaprint 2008 Annual Report Download - page 174

RESIGNATION AND DISQUALIFICATION OF DIRECTORS
91. The office of a Director shall be vacated upon the happening of any of the following events:
91.1 if he resigns his office by notice in writing delivered to the Registered Office or tendered at a
meeting of the Board;
91.2 if he is and remains an undischarged bankrupt under the laws of any county;
91.3 if he is prohibited by law from being a Director; or
91.4 if he ceases to be a Director by virtue of the Companies Acts or these Bye-Laws.
The provisions of section 93 of the Companies Act 1981 of Bermuda shall not apply to the Company.
DIRECTORS’ INTERESTS
92. A Director may hold any other office or place of profit with the Company (except that of auditor) in
conjunction with his office of Director for such period and upon such terms as the Board may determine,
and may be paid such extra remuneration therefore (whether by way of salary, commission, participation in
profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any
remuneration provided for by or pursuant to any other Bye-Law.
92.1 A Director may act by himself or his firm in a professional capacity for the Company (otherwise
than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he
were not a Director.
92.2 Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a
party to, or otherwise interested in, any transaction or arrangement with the Company or in which
the Company is otherwise interested; and be a director or other officer of, or employed by, or a party
to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by
the Company or in which the Company is interested. The Board may also cause the voting power
conferred by the shares in any other company held or owned by the Company to be exercised in such
manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution
appointing the Directors or any of them to be directors or officers of such other company, or voting
or providing for the payment of remuneration to the directors or officers of such other company.
92.3 So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a
meeting of the Board or by writing to the Directors as required by the Companies Acts, a Director
shall not by reason of his office be accountable to the Company for any benefit which he derives
from any office or employment to which these Bye-Laws allow him to be appointed or from any
transaction or arrangement in which these Bye-Laws allow him to be interested, and no such
transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.
92.4 A Director who has disclosed his interest in a transaction or arrangement with the Company, or in
which the Company is otherwise interested, may be counted in the quorum and vote at any meeting
at which such transaction or arrangement is considered by the Board.
92.5 Subject to the Companies Acts and any further disclosure required thereby, a genera) notice to the
Directors by a Director or Officer declaring that he is a director or officer or has an interest in a
person and is to be regarded as interested in any transaction or arrangement made with that person,
shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.
92.6 For the purposes of these Bye-Laws, without limiting the generality of the foregoing, the Board will
determine from time to time the percentage holding a Director must hold in any class of the equity
share capital of any body corporate (or any other body corporate through which his interest is
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