Visa 2007 Annual Report Download - page 225

Section 5.2 Appointment of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of
Sections 5.3 and 5.4 of these By-Laws, shall be appointed by the Board.
Section 5.3 Other Officers. The Chief Executive Officer may from time to time appoint, and may delegate to the President the authority to appoint from
time to time, any officer of the Corporation of a seniority level below the level of Executive Vice President. In addition, the Board may from time to time
elect, or empower the Chief Executive Officer or the President to appoint, such other officers and agents, as may be necessary or desirable for the conduct of
the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these
By-Laws or as may be prescribed by the Board.
Section 5.4 Removal and Resignation of Officers; Filling Vacancies. (a) Any officer may be removed, either with or without cause, by an affirmative
vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon
whom such power of removal may be conferred by the Board.
(b) Any officer may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Any resignation shall take effect on
the date of delivery of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer
is a party.
Section 5.5 Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board or, except in the case of an officer
chosen by the Board, the Chief Executive Officer of the Corporation.
Section 5.6 Compensation. The compensation of all officers of the Corporation shall be fixed by the Board or any committee established by the Board
for such purpose. The compensation of agents of the Corporation shall, unless fixed by the Board, be fixed by the Chief Executive Officer or any Vice-
President of the Corporation.
Section 5.7 Security. The Board may require any officer, agent or employee of the Corporation to provide security for the faithful performance of such
officer's, agent's or employee's duties, in such amount and of such character as may be determined from time to time by the Board.
Section 5.8 Chairperson of the Board. The Board shall select a Chairperson of the Board, and may select a Co-Chairperson, who shall be subject to the
control of the Board and shall preside at all meetings of the Board and stockholders. The Chairperson of the Board, and the Co-Chairperson if so selected,
shall have and perform such other duties, and exercise such powers, as from time to time may be assigned to him by the Board or these By-Laws.
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