Visa 2007 Annual Report Download - page 222

(b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from
voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member.
(c) Any such committee, to the extent permitted by law and provided in the resolution of the Board or in these By-Laws, shall have and may exercise all
the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers that may require it; provided, however, that no such committee shall have the power and authority (i) to approve or adopt, or recommend
to the stockholders, any action or matter (other than, with respect to the power and authority to recommend, the election or removal of directors) expressly
required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any By-Laws of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to time by resolution adopted by the Board.
(d) Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
Section 3.6 Reliance on Records. A member of the Board, or a member of any committee designated by the Board, shall, in the performance of his or
her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are
within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including,
but not limited to, such records, information, opinions, reports or statements as to the value and amount of assets, liabilities and/or net profits of the
Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or
with which the Corporation's capital stock might properly be purchased or redeemed.
Section 3.7 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board shall have the authority to fix
the compensation of directors. The directors may be reimbursed for their expenses, if any, of attendance at each meeting of the Board or each meeting of a
committee of the Board, and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
Section 3.8 Lead Director. (a) The Board shall elect one of the Independent Directors to serve as the lead director (the "Lead Director") having the
duties and responsibilities set forth in this Section 3.8 and as otherwise determined by the Board of Directors from time to time. The initial term of the first
Lead Director shall commence upon his or her election by the Board, and shall end on the date that is the date that is 90 days after the initial public offering,
or until his or her earlier death, resignation, removal or disqualification as an Independent Director. Upon the expiration of the term of the initial Lead
Director, the Board shall by resolution determine whether to continue the position of Lead Director. If the position of Lead Director is continued by the Board,
any successor Lead Director shall be an Independent Director elected by the Board, and shall be elected to a term of commencing upon his or her election by
the Board and ending on the date that is one year after such election, or upon his or her earlier death, resignation, removal or disqualification as an
Independent Director.
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