NVIDIA 2006 Annual Report Download - page 115

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Section 12. List of Stockholders. The officer in charge of the stock ledger of the corporation or the transfer agent shall
prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at
said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, (a) on a
reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice
of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. In the event that the
corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall also be
produced and kept at the time and place of the meeting during the whole meeting thereof, and may be inspected by any stockholder
who is present. If the meeting is to be held by means of remote communication, then the list shall also be open to the examination of
any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to
gain access to such list shall be provided with the notice of the meeting.
Section 13. Action Without Meeting. No action shall be taken by the stockholders expect at an annual or special meeting of
stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent or electronic
transmission.
Section 14. Organization.
(a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been
appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer has not been appointed or is absent, a chairman
of the meeting chosen by the Chief Executive Officer shall act as chairman of the meeting. The Secretary, or in his absence any person
appointed by the chairman of the meeting, shall act as secretary of the meeting.
(b) The corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders
as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the
chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts
as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and
their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting
after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and
regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the
opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the
meeting. Unless and to the extent determined by the chairman of the meeting, meetings of stockholders shall not be required to be held
in accordance with rules of parliamentary procedure.
ARTICLE IV
DIRECTORS
Section 15. Number and Term of Office.
(a) The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors
need not be stockholders unless so required by the Certificate of Incorporation.
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