Visa 2007 Annual Report Download - page 215

(d) For purposes of this Section 2.3 and Section 2.4, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
Section 2.4 Special Meetings of Stockholders. (a) Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special
meetings of the stockholders of the Corporation, for any purpose or purposes, may be called only by or at the direction of the Board, the Chairperson of the
Board or the Chief Executive Officer of the Corporation. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in
the notice.
(b) Unless otherwise required by law, written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) calendar days before the date of the meeting, to each stockholder
entitled to vote at such meeting.
(c) Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected (i) by or at
the direction of the Board or (ii) provided that the Board has specified in its notice of meeting that directors shall be elected at such meeting, by any
stockholder of the Corporation who provides a timely Stockholder Notice to the Secretary of the Corporation that complies with the notice procedures set
forth in Section 2.4. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any
stockholder of the Corporation entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting. The Stockholder Notice required by paragraph (c) of this Section 2.4 shall be delivered to the
Secretary or mailed 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 on business on the ninetieth (90th) calendar day prior to the date of the meeting. In no event shall the public announcement of an
adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a Stockholder Notice as
described above.
Section 2.5 Stockholder Notice Requirements. (a) At any annual or special meeting of the stockholders, (i) nominations for the election of directors and
(ii) business to be brought before any such stockholders' meeting may only be made or proposed (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice
provided for in this By-Law, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in these By-Laws of the
Corporation (the "By-Laws").
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