NVIDIA 2006 Annual Report Download - page 120

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(d) Duties of President. Unless some other officer has been appointed Chief Executive Officer of the corporation,
the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the corporation. The President 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.
(e) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties
commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the
President shall designate from time to time.
(f) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors
and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity
with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties provided for in these Bylaws and 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.
The Chief Executive Officer may direct any Assistant Secretary or other office or director to assume and perform the duties of the
Secretary in the absence or disability of the Secretary, and each Assistant Secretary 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 or the Chief Executive
Officer shall designate from time to time.
(g) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of
account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in
such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to
the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial 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 or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct the Vice
President of Finance, Treasurer or any Assistant Treasurer, or the Controller or Assistant Controller, to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief Financial Officer and, in the absence or disability of the Chief
Financial Officer, each Vice President of Finance, Treasurer or any Assistant Treasurer, or the Controller or Assistance Controller
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 or the Chief Executive Officer shall designate from time to time.
(h) Treasurer. The Treasurer shall have such duties as may be specified by the Chief Financial Officer to assist the
Chief Financial Officer in the performance of his or her duties to perform such other duties and have other powers as may from time to
time be prescribed by the Board of Directors or the Chief Executive Officer.
(i) Assistant Treasurer. The Chief Executive Officer may direct any Assistant Treasurer to assume and perform
the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer 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 or the
Chief Executive Officer shall designate from time to time.
Section 30. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any
officer to any other officer or agent, notwithstanding any provision hereof.
Section 31. Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the
Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or
persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at
such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning
officer.
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