Visa 2007 Annual Report Download - page 218

time and place, if any, of the adjourned meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present
or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty
(30) calendar days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required,
holders of a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter.
Section 2.8 Voting Procedures and Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to
act for him by (i) a written proxy, signed by the stockholder and filed with the Secretary of the Corporation, or (ii) transmitting or authorizing the transmission
of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission in accordance with
the provisions of Section 212(c)(2) of the General Corporation Law of the State of Delaware (the "DGCL"), but no proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of
a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the DGCL. Unless otherwise provided by the
Certificate of Incorporation, each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the
Corporation on the record date set by the Board as provided in Section 2.10 hereof.
Section 2.9 Required Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in
person or represented by proxy and entitled to vote thereon shall decide any question brought before such meeting, unless otherwise provided by the
Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the Corporation or applicable law or regulation.
Notwithstanding the foregoing, where a separate vote by class or series is required and a quorum is present, the affirmative vote of a majority of the voting
power of the stock of such class or series entitled to vote thereat shall be the act of such class or series, unless otherwise provided by the Certificate of
Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the Corporation or applicable law or regulation.
Section 2.10 Record Date. In order that the Corporation may determine the stockholders (a) entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, (b) entitled to receive payment of any dividend or other distribution or allotment of any rights or (c) entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (other than determining the
stockholders entitled to act by written consent, which is governed by Section 2.11 hereof), the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted, and which record date (i) in the case of clause (a) above, shall not be more than
sixty (60) nor less than ten (10) calendar days before the date of
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