Vistaprint 2008 Annual Report Download - page 178

111. If a question arises at a meeting of the Board or a committee of the Board as to the entitlement of a
Director to vote or be counted in a quorum, the question may, before the conclusion of the meeting, be
referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be
final and conclusive except in a case where the nature or extent of the interests of the Director concerned
have not been fairly disclosed. If any such question arises in respect of the chairman of the meeting, it shall
be decided by resolution of the Board (on which the chairman shall not vote) and such resolution will be
final and conclusive except in a case where the interests of the chairman have not been fairly disclosed.
OFFICERS
112. The Officers of the Company, who may or may not be Directors, may be appointed by the Board at any
time, subject to Bye-Law 110. Any person appointed pursuant to this Bye-Law shall hold office for such
period and upon such terms as the Board may determine and the Board may revoke or terminate any such
appointment. Any such revocation or termination shall be without prejudice to any claim for damages that
such Officer may have against the Company or the Company may have against such Officer for any breach
of any contract of service between him and the Company which may be involved in such revocation or
termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the
Officers of the Company shall be such (if any) as are determined from time to time by the Board.
113. A Director’ appointed to an executive office shall not ipso facto cease to be a Director if his appointment
to such executive office terminates.
MINUTES
114. The Board shall cause minutes to be made and books kept for the purpose of recording:
114.1 all appointments of Officers made by the Board;
114.2 the names of the Directors and other persons (if any) present at each meeting of the Board and of
any committee; and
114.3 all proceedings at meetings of the Company, of the holders of any class of shares in the Company,
of the Board and of committees appointed by the Board or the Shareholders.
Shareholders shall only be entitled to see the Register of Directors and Officers, the Register, the financial
information provided for in Bye-Law 132 and the minutes of meetings of the Shareholders of the
Company.
SECRETARY AND RESIDENT REPRESENTATIVE
115. The Secretary (including one or more deputy or assistant secretaries) and, if required, the Resident
Representative, shall be appointed by the Board at such remuneration (if any) and upon such terms as it
may think fit and any Secretary and Resident Representative so appointed may be removed by the Board.
The duties of the Secretary and the duties of the Resident Representative shall be those prescribed by the
Companies Acts together with such other duties as shall from time to time be prescribed by the Board.
116. A provision of the Companies Acts or these Bye-Laws requiring or authorising a thing to be done by or to
a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as
Director and as, or in the place of, the Secretary.
A-26