NVIDIA 2006 Annual Report Download - page 119

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee
or any other committee appointed pursuant to this Section 26 shall be held at such times and places as are determined by the Board of
Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been
determined from time to time by such committee, and may be called by the chairman of such committee or a member of such
committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided
for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee 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 such special 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. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee,
a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and
the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.
Section 27. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has
not been appointed or is absent, the Chief Executive Officer (if a director), or, if the Chief Executive Officer has not been appointed or
is absent the President (if a director), or, if the President has not been appointed or is absent, the most senior Vice President (if a
director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside
over the meeting. The Secretary, or in his absence, any person directed to do so by the Chief Executive Officer, or if the Chief
Executive Officer has not been appointed or is absent, then any person directed to do so by the President, shall act as secretary of the
meeting.
ARTICLE V
OFFICERS
Section 28. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of
Directors, the Chairman of the Board of Directors (provided that notwithstanding anything to the contrary contained in these Bylaws,
the Chairman of the Board of Directors shall not be deemed an officer of the corporation unless so designated by the Board of
Directors), the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer and the
Treasurer. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers and such other officers
and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or
more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time
unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed
by or in the manner designated by the Board of Directors.
Section 29. Tenure and Duties of Officers.
(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall
have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.
(b) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall
preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other
duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors
shall designate from time to time.
(c) Duties of Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is
present. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other
duties and have such other powers, as the Board of Directors shall designate from time to time.
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