Circuit City 2007 Annual Report Download - page 65

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shall be given to each director at least three days before the date of the meeting in such manner as is determined by the Board of Directors.
Section 8.
Committees
. The Board of Directors may, by resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the bylaws of the Corporation; and unless the resolution of the Board of Directors or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the. issuance of stock. Each
committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 9.
Action by Consent . Unless otherwise restricted 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 members of the Board 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 or committee.
Section 10.
Telephonic Meetings . Unless otherwise restricted by the certificate of incorporation or these bylaws,
members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of
Directors, or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the
meeting.
Section 11.
Resignation . Any director may resign at any time by giving written notice to the Board of Directors or to
the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 12.
Vacancies . Unless otherwise provided in the certificate of incorporation, vacancies and newly created
directorships resulting from any increase in the authorized number of directors elected by all the stockholders having the right to vote as a single
class may be filled by a majority of the directors then in office, although less
5