Visa 2007 Annual Report Download - page 216

(b) Any stockholder may nominate one or more persons for election as directors at a stockholders' meeting or propose business to be brought before a
stockholders' meeting, or both, pursuant to Section 2.5(a) of these By-Laws, only if the stockholder has given timely notice thereof in proper written form to
the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the
corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the stockholders' meeting; provided, however, that if less than
one hundred (100) days' notice or other prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be
timely must be received no later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting
was mailed or other public disclosure was made. To be in proper written form a stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting:
(i) a brief description of the business proposed and/or persons nominated, as applicable, and the reasons for proposing such business or making
such nomination;
(ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business or making such nomination, and
the name and address of the beneficial owner, if any, on whose behalf the proposal is made;
(iii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder of record and by the
beneficial owner, if any, on whose behalf the proposal is made;
(iv) with respect to any nomination, (A) a description of all arrangements and understandings (whether or not in writing) between the stockholder
and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made,
(B) the name, age, business address and residence address of such nominee, (C) the class, series and number of shares of capital stock of the
Corporation owned beneficially and of record by such nominee and (D) the written consent of the proposed nominee to being named in the solicitation
material and to serving as a director if elected;
(v) a description of any negotiations, transactions or contacts during the past two years between the stockholder or its affiliates and any other
person (including the identity of such other person) concerning any take-over bid, tender offer, exchange offer, merger, consolidation, business
combination, recapitalization, restructuring, liquidation, dissolution, distribution, stock purchase or other extraordinary transaction involving the
Corporation or any of its subsidiaries or the assets or securities of the Corporation or any of its subsidiaries;
(vi) a description of any negotiations, transactions or contacts during the past two years between the stockholder or its affiliates and any other
person (including the identity of such other person) concerning any solicitation of proxies or consents from stockholders, any stockholder proposal, the
election, removal or appointment of directors or executive officers of the Corporation or any of its subsidiaries or the policies, affairs or strategy of the
Corporation or any of its subsidiaries; and
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