Vistaprint 2008 Annual Report Download - page 177

representing or reproducing words in a legible and non-transitory form at his last known address or any
other address given by him to the Company for this purpose and the provision of Bye-Law 134 shall apply
to any notice so given as to deemed date of service of notice. A Director may retrospectively or
prospectively waive the requirement for notice of any meeting by consenting in writing to the business
conducted at the meeting.
102. The quorum necessary for the transaction of the business of the Board may be fixed by the Board and,
unless so fixed at any other number, shall be the greater of two individuals or a majority of the Directors
then in office. Any Director who ceases to be a Director at a meeting of the Board may continue to be
present and to act as a Director and, subject to Bye-Law 110, be counted in the quorum until the
termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be
present.
103. The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt
of notice to the Registered Office, be entitled to receive notice of, attend and be heard at and to receive
minutes of all meetings of the Board.
104. So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any
vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing
Director may act only for the purpose of calling a general meeting.
105. The Chairman (or President) or, in his absence, the Deputy Chairman (or Vice-President), shall preside as
chairman at every meeting of the Board. If at any meeting the Chairman or Deputy Chairman (or the
President or Vice-President) is not present within five minutes after the time appointed for holding the
meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be
chairman of the meeting.
106. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting
of the Board or by all the members of a committee for the time being shall be as valid and effectual as a
resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and
constituted. Such resolution may be contained in one document or in several documents in the like form
each signed by one or more of the Directors or members of the committee concerned
107. A meeting of the Board or a committee appointed by the Board may be held by means of such telephone,
electronic or other communication facilities (including, without limiting the generality of the foregoing, by
telephone or by video conferencing) as permit all persons participating in the meeting to communicate with
each other simultaneously and instantaneously and participation in such a meeting shall constitute presence
in person at such meeting.
108. All acts done by the Board or by any committee or by any person acting as a Director or member of a
committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is
afterwards discovered that there was some defect in the appointment of any member of the Board or such
committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their
office, be as valid as if every such person had been duly appointed and was qualified and had continued to
be a Director, member of such committee or person so authorised.
109. The Company may by Resolution suspend or relax to any extent, either generally or in respect of any
particular matter, any provision of these Bye-Laws prohibiting a Director from voting at a meeting of the
Board or of a committee of the Board, or ratify any transaction not duly authorised by reason of a
contravention of any such provisions
110. Where proposals are under consideration concerning the appointment (including fixing or varying the
terms of appointment) of two or more Directors to offices or employments with the Company or any body
corporate in which the Company is interested, the proposals may be divided and considered in relation to
each Director separately and in such cases each of the Directors concerned (if not debarred from voting
under the provisions of Bye-Law 92.4) shall be entitled to vote and be counted in the quorum in respect of
each resolution except that concerning his own appointment.
Proxy Statement
A-25