Visa 2007 Annual Report Download - page 214

stockholder must consent to the Corporation's giving notice by that particular form of electronic transmission. A stockholder may revoke consent to receive
notice by electronic transmission by written notice to the Corporation. A stockholder's consent to notice by electronic transmission is automatically revoked if
the Corporation is unable to deliver two consecutive electronic transmission notices and such inability becomes known to the Secretary or the Assistant
Secretary of the Corporation, the transfer agent or other person responsible for giving notice.
Section 2.3 Annual Meetings. (a) Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the
Board and stated in the notice of the meeting. At each annual meeting, the stockholders shall elect directors and shall transact only such other business as shall
have been properly brought before the meeting. To be properly brought before an annual meeting, business (including the nominations of persons for election
to the Board and any other business to be considered by the stockholders) must be (i) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board, (ii) otherwise brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before the
meeting by any stockholder of record of the Corporation, who is entitled to vote at a meeting, in accordance with this Section 2.3.
(b) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this
Section 2.3, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder notice (a "Stockholder Notice") shall be mailed to the Secretary and received at the principal
executive offices of the Corporation not earlier than one hundred and twenty (120) calendar days and not later than the close of business on the ninetieth
(90th) calendar day prior to the first anniversary of the preceding year's annual meeting of stockholders; provided, however, that for the first annual meeting
following the IPO, or if no annual meeting was held in the previous year or the date of the annual meeting is in any other year advanced by more than thirty
(30) calendar days, or delayed by more than sixty (60) calendar days, from the first anniversary of the preceding year's annual meeting, notice by the
stockholders to be timely must be received at the principal executive offices of the Corporation (i) not earlier than one hundred and twenty (120) calendar
days prior to the scheduled date of such annual meeting and (ii) not later than the close of business on the later of the ninetieth (90th) calendar day prior to the
scheduled date of such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first
made or sent by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time
period (or extend any time period) for the giving of a Stockholder Notice as described above.
(c) Notwithstanding anything in the second sentence of paragraph (b) of this Section 2.3 to the contrary, in the event that the number of directors to be
elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board at least one hundred (100) calendar days prior to the first anniversary of the preceding year's annual meeting, a
Stockholder's Notice required by this Section 2.3 shall also be considered timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day
following the day on which such public announcement is first made by the Corporation.
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