Visa 2007 Annual Report Download - page 217

(vii) such other information regarding each nominee or matter of business to be proposed as would be required to be included in solicitations of
proxies, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
(c) Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at any stockholders' meeting and no stockholder may
nominate any person for election at any stockholders' meeting except in accordance with the procedures set forth in this Section 2.5. The Chairperson of the
meeting shall, if the facts warrant, determine and declare to the meeting that any proposed business and/or any proposed nomination for election as director
was not properly brought or made before the meeting or made in accordance with the procedures prescribed by these By-Laws, and if he should so determine,
he shall so declare to the meeting and any such proposed business or proposed nomination for election as director not properly brought before the meeting or
made shall not be transacted or considered.
(d) The provisions set forth in this Section 2.5 may not be repealed or amended in any respect or in any manner, including by any merger or
consolidation of the Corporation with any other corporation, unless the surviving corporation's Certificate of Incorporation or By-Laws contains a provision to
the same effect as this Section 2.5, except by the affirmative vote of the holders of not less than 66-2/3% of the outstanding shares of Common Stock of the
Corporation entitled to vote thereon, subject to the provisions of any series of preferred stock that may at the time be outstanding.
(e) The provisions of this Section 2.5 shall not be applicable to the nomination or election of any Regional Director (as defined in the Certificate of
Incorporation) the nomination and election of which shall be determined as provided in Article V of the Certificate of Incorporation.
Section 2.6 Compliance with Exchange Act. Notwithstanding the provisions of Sections 2.3 and 2.4, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in Sections 2.3 and 2.4. Nothing in this
Section 2.6 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the certificate of
incorporation of the Corporation (the "Certificate of Incorporation"), in a resolution for the issuance of shares of preferred stock in one or more series and by
filing a certificate pursuant to the applicable law of the State of Delaware or by other applicable law.
Section 2.7 Quorum, Adjournment. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by
statute or by the Certificate of Incorporation; but if at any meeting of stockholders there shall be less than a quorum present, the chairperson of the meeting or
the stockholders present may, to the extent permitted by law, adjourn the meeting from time to time without further notice other than announcement at the
meeting of the date,
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