NVIDIA 2006 Annual Report Download - page 117

Download and view the complete annual report

Please find page 117 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

Section 21. Removal. Subject to the rights of the holders of any series of Preferred Stock the Board of Directors or any
individual director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the
voting power of all the then−outstanding shares of voting stock of the corporation entitled to vote generally at an election of directors
or (ii) without cause by the affirmative vote of the holders of sixty−six and two−thirds percent (66−2/3%) of the voting power of all
the then−outstanding shares of voting stock of the corporation, entitled to vote generally at an election of directors.
Section 22. Meetings.
(a) Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the
Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been
designated by the Board of Directors. No notice shall be required for regular meetings of the Board of Directors.
(b) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board
of Directors may be held at any time and place within or without the State of Delaware whenever called in writing, including
electronic communication, by the Chairman of the Board, the Chief Executive Officer, the President, any two directors or any one
director in the event there is only one director in office.
(c) Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.
(d) Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall
be delivered orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record
and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business
hours, at least twenty−four (24) hours before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first
class mail, charges prepaid, at least three (3) days before the date of the meeting.
(e) Waiver of Notice. Notice of any meeting may be waived in writing, or by electronic transmission, at any time
before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the 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. The transaction of all business at any meeting of the Board of Directors, or any committee thereof,
however called or noticed, or wherever held, shall be as valid as though the business was transacted at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not
receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed
with the corporate records or made a part of the minutes of the meeting.
Section 23. Quorum and Voting.
(a) Unless the Certificate of Incorporation requires a greater number, and except with respect to indemnification
questions arising under Section 46 hereof, for which a quorum shall be one−third of the exact number of directors fixed from time to
time, and except with respect to certain transactions questions arising under Section 41, for which a quorum is set by Section 42
hereof, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the
Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be
present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting
of the Board of Directors, without notice other than by announcement at the meeting.
7