First Data 2007 Annual Report Download - page 221

created directorships resulting from any increase in the number of Directors may be filled by a majority vote of the Directors then in office, although less than
a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.
Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the
Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the
President and shall be called by the President and Secretary if directed by the Board of Directors.
Section 3. Notice. Notice need not be given of regular meetings of the Board of Directors. At least one business day before each special meeting
of the Board of Directors, written or oral (either in person or by telephone), notice of the time, date and place of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each Director; provided that notice of any meeting need not be given to any Director who shall be present at
such meeting (in person or by telephone) or who shall waive notice thereof in writing either before or after such meeting.
Section 4. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not
present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at
the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any
contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors.
Section 5. Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees,
including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence
or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the
member or members constitute a quorum, may unanimously appoint another Director to act at the absent or disqualified member.
Section 6. Actions of Board Without Meeting. Unless otherwise provided by the Certificate of Incorporation or these bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board
of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
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