Circuit City 2007 Annual Report Download - page 64

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Section 2.
Number, Election and Term of Office . The number of directors which shall constitute the whole Board
shall be fixed from time to time by resolution of the Board of Directors but shall not be less than three or more than nine. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section 12 of this Article III, and each director so elected shall hold
office until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be stockholders.
Section 3.
Quorum and Manner of Acting . Unless the certificate of incorporation or these bylaws require a greater
number, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a
majority of the directors present at meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned
to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which
might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of directors the directors present
thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 4.
Time and Place of Meetings . The Board of Directors shall hold its meetings at such place, either within or
without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the
absence of a determination by the Board of Directors).
Section 5.
Annual Meeting . The Board of Directors shall meet for the purpose of organization, the election of officers
and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place
where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall
be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III or in a waiver of notice thereof signed by any director
who chooses to waive the requirement of notice.
Section 6.
Regular Meetings . After the place and time of regular meetings of the Board of Directors shall have been
determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without
further notice being given.
Section 7.
Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board,
the Chief Executive Officer, the President of Domestic Operations or the President of International Operations and shall be called by the
Chairman of the Board, Chief Executive Officer or Secretary on the written request of three directors. Notice of special meetings of the Board of
Directors
4