Circuit City 2007 Annual Report Download - page 66

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than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or
more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a
majority of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so
chosen shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. If there are no directors in
office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the certificate of incorporation,
when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who
have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.
Section 13.
Removal
. Any director or the entire Board of Directors may be removed, with or without cause, at any time
by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote and the vacancies thus
created may be filled in accordance with Section 12 of this Article III.
Section 14.
Compensation . Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of
Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.
Section 15.
Independent Director.
(i)
The Board’
s independent directors shall elect one of the independent directors to serve as a lead independent director
(the “Lead Independent Director”). The Lead Independent Director shall be reaffirmed annually by vote of a majority of the independent
directors.
(ii)
The Board’s independent directors shall meet separately from the Chief Executive Officer in executive sessions,
chaired by the Lead Independent Director, held on at least a quarterly basis.
(iii)
The Lead Independent Director is responsible for coordinating the activities of the independent directors. In
addition to the duties of all Board members (which shall not be limited or diminished by the Lead Independent Director’s role), the specific
responsibilities of the Lead Independent Director shall be as follows:
(a) advise the Chairman of the Board as to an appropriate schedule of Board meetings, seeking to ensure that the
independent directors can perform their duties responsibly while not interfering with the flow of the Corporation’s operations;
(b) provide the Chairman of the Board with input as to the preparation of agendas for the Board and committee
meetings;
6