Visa 2007 Annual Report Download - page 224

Section 4.4 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these By-
Laws, a written waiver thereof, signed by the person entitled to notice, or a waiver thereof by electronic transmission by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the Certificate of
Incorporation or these By-Laws.
Section 4.5 Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and 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, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 4.6 Board Action by Written Consent without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board
or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 4.7 Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in
person at the meeting.
ARTICLE V
Officers
Section 5.1 Officers. The officers of the Corporation shall include a President, a Treasurer and a Secretary, and may include a Chief Executive Officer,
a Chief Financial Officer, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant
Treasurers, one or more Assistant Secretaries and one or more Assistant Vice Presidents. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these By-Laws otherwise provide. Such officers shall be elected or appointed from time to time as provided in Section 5.2 of
these By-Laws, to hold office until their respective successors shall have been duly elected and qualified, or until death, disqualification, resignation or
removal.
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