NVIDIA 2006 Annual Report Download - page 114

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of
Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of
the holders of a majority of the voting power of all the then−outstanding shares of stock entitled to vote shall constitute a quorum for
the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by
the chairman of the meeting or by vote of the holders of a majority of the voting power of the shares represented thereat, but no other
business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is
present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules or the rules of the NASDAQ Stock
Market, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote
of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and
entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the
Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by
remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors.
Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of
Incorporation or these Bylaws, a majority of the voting power of the then−outstanding shares of such class or classes or series, present
in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take
action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or
these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the voting power of the shares
of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting
shall be the act of such class or classes or series.
Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special,
may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the voting power of the
shares casting votes present in person, by remote communication, if applicable, or represented by proxy at the meeting. When a
meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any,
thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.
Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the
stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation
on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Unless
otherwise provided in the corporation's Certificate of Incorporation each stockholder, shall at every meeting of the stockholders, be
entitled to one vote for each share of capital stock having voting power held by such stockholder. Every person entitled to vote shall
have the right to do so in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in
accordance with the DGCL. An agent so appointed need not be a stockholder. No proxy shall be voted or acted upon after three (3)
years from its date of creation unless the proxy provides for a longer period.
Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2)
or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise,
or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written
notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than
one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular
matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as
provided in the DGCL, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal
interests, a majority or even−split for the purpose of subsection (c) shall be a majority or even−split in interest.
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