NVIDIA 2006 Annual Report Download - page 113

(f) Notwithstanding the provisions of these Bylaws, in order for a stockholder to include information with respect to
a stockholder proposal in the proxy statement and form of proxy for a stockholders' meeting, stockholders must provide notice as
required by the regulations promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the corporation proxy statement pursuant to Rule 14a−8 under the 1934 Act.
(g) For purposes of this Section 5, “public announcement” shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.
Section 6. Special Meetings.
(a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the
Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors for adoption).
(b) No business may be transacted at such special meeting otherwise than specified in such notice. The Board of
Directors shall determine the time and place of such special meeting, which shall be held not less than ten (10) nor more than thirty
(30) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these
Bylaws. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be held.
(c) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders
at which directors are to be elected pursuant to the corporation's notice of meeting (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the corporation who is a stockholder of record at the time of giving notice provided for in these Bylaws who
shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 6(c). In the event the
corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the
corporation's notice of meeting, if the stockholder's notice required by Section 5 of these Bylaws shall be delivered to the Secretary at
the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior
to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the
tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's notice as described above.
Section 7. Notice of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission
in the manner provided by Section 232 of the DGCL, of each meeting of stockholders shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the
place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at any such
meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the corporation. Notice of the time, place, if any, and purpose of any meeting of
stockholders may be waived in writing, signed by the person entitled to notice thereof, or by electronic transmission by such person,
either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person, by remote
communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder
so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had
been given.
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