Visa 2007 Annual Report Download - page 221

ARTICLE III
Directors
Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board. In addition to the
powers and authorities expressly conferred upon it by these By-Laws, the Board may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by law or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders. Except as
otherwise provided by law, these By-Laws or by the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board. Directors need not be stockholders.
Section 3.2 Number. The number of Directors comprising the full Board shall, subject to applicable provisions of the Certificate of Incorporation, be
determined exclusively by the Board from time to time by resolution adopted by the Board.
Section 3.3 Classification. Commencing with the election of directors at the first annual meeting following the filing of the Certificate of Incorporation
with the Secretary of State of the State of Delaware and continuing until such time as all directors are elected annually as provided in the Certificate of
Incorporation, the directors, other than those who may be elected by the holders of any series of preferred stock of the Corporation, shall be divided into three
classes in the manner set forth in the Certificate of Incorporation, each class to be elected for the term set forth therein. Directors shall (except as hereinafter
provided for the filling of vacancies and newly created directorships) be elected by the holders of a plurality of the votes cast by the holders of shares present
in person or represented by proxy at the meeting and entitled to vote on the election of such directors. A majority of the total number of directors then in
office shall constitute a quorum for the transaction of business.
Section 3.4 Vacancies. Subject to the Certificate of Incorporation and these By-Laws, unless otherwise required by law, any newly created directorship
on the Board that results from an increase in the number of directors and any vacancy occurring in the Board shall be filled only by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director; and the directors so chosen shall hold office for a term as set forth in the
Certificate of Incorporation. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining
term as that of his or her predecessor.
Section 3.5 Committees. (a) The Board may designate one or more committees, each committee to consist of one or more directors of the Corporation.
The Board may designate one or more directors of the Corporation as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.
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