NVIDIA 2006 Annual Report Download - page 121

Section 32. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative
vote of a majority of the directors in office at the time, or by the unanimous written or electronic consent of the directors in office at
the time, or by any committee of the Board of Directors or by the Chief Executive Officer or superior officers upon whom such power
of removal may have been conferred by the Board of Directors.
ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
Section 33. Execution of Corporate Instruments.
(a) The Board of Directors may, in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf
of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where
otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.
(b) Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory
notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents
requiring the corporate seal, if any, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed
by the Chairman of the Board of Directors, or the Chief Executive Officer or the President or any Vice President, and by the Secretary
or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature,
but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of
Directors.
(c) Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge the
corporation's credit or to render it liable for any purpose or for any amount.
(d) All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special
accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.
Section 34. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or
held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be
executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.
ARTICLE VII
SHARES OF STOCK
Section 35. Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall
be uncertificated. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of
Incorporation and applicable law. Every holder of stock in the corporation represented by certificates shall be entitled to have a
certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the Chief Executive Officer or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares
owned by the holder in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer
agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the
powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as
otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each
class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable
time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice
containing the information required by the DGCL or a statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
11