NVIDIA 2006 Annual Report Download - page 111

Download and view the complete annual report

Please find page 111 of the 2006 NVIDIA annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

BYLAWS
OF
NVIDIA CORPORATION
(A DELAWARE CORPORATION)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Dover,
County of Kent.
Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place
as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of
Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.
ARTICLE II
CORPORATE SEAL
Section 3. Corporate Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, “Corporate Seal−Delaware.” Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 4. Place of Meetings. Meetings of the stockholders of the corporation may be held at such place, either within or
without the State of Delaware, as may be determined from time to time by the Board of Directors, or, if not so designated, then at the
principal executive offices of the corporation required to be maintained pursuant to Section 2 of these Bylaws. The Board of Directors
may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of
remote communication as provided under the Delaware General Corporation Law (the “DGCL”).
Section 5. Annual Meetings.
(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such
other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by
the Board of Directors.
(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly
brought before the annual meeting. For nominations or other business to be properly brought before an annual meeting by a
stockholder, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other
business must be a proper matter for stockholder action under the DGCL, (iii) if the stockholder, or the beneficial owner on whose
behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in Section 5(c)),
such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of
at least the percentage of the corporation's voting shares required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation's voting
shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be
nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no
Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing
such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation
Notice under this Section 5. To be timely, a stockholder's written notice shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business on the one hundred twentieth (120th) day prior to the date on which the
corporation first mailed its proxy materials for the prior year's annual meeting of stockholders or any longer period provided for by
applicable law; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to
or delayed by more than thirty (30) days after the anniversary of the preceding year's annual meeting, to be timely, such stockholder's
written notice must be delivered to the Secretary not later than ninety (90) days prior to such annual meeting or the tenth (10th) day
following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement
of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above.
1