Circuit City 2007 Annual Report Download - page 63

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Section 7.
Action by Consent . (a) Unless otherwise provided in the certificate of incorporation, any action required to
be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders,
may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’
s registered office shall be
by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not consented in writing.
(b)
Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the
manner required by this Section and Delaware Law to the Corporation, written consents signed by a sufficient number of holders to take action
are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s
registered office shall be by hand or by certified or registered mail, return receipt requested.
Section 8.
Organization . At each meeting of stockholders, the Chairman of the Board, if one shall have been elected,
(or in his absence or if one shall not have been elected, the Chief Executive Officer, the President of Domestic Operations or the President of
International Operations) shall act as chairman of the meeting. The Secretary (or in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.
Section 9.
Order of Business . The order of business at all meetings of stockholders shall be as determined by the
chairman of the meeting.
ARTICLE III
DIRECTORS
Section 1.
General Powers . Except as otherwise provided in Delaware Law or the certificate of incorporation, the
business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
3