Visa 2007 Annual Report Download - page 226

Section 5.9 Chief Executive Officer. The Board shall select a Chief Executive Officer of the Corporation who shall be subject to the supervision of the
Board. The Chief Executive Officer shall (i) be primarily responsible for the entire business and affairs of the Corporation and for implementing the policies
and directives of the Board, (ii) preside at all meetings of stockholders and the Board during the absence or disability of the Chairperson of the Board, and the
Co-Chairperson if applicable, (iii) have authority to make contracts on behalf of the Corporation in the ordinary course of the Corporation's business, and
(iv) perform such other duties as from time to time may be assigned by the Board.
Section 5.10 President. The President shall (i) preside at all meetings of the stockholders and the Board during the absence or disability of the
Chairperson of the Board, and the Co-Chairperson if applicable, and the Chief Executive Officer, (ii) be primarily responsible for the general management of
the business of the Corporation and for implementing the policies and directives of the Board during the absence or disability of the Chairperson of the Board,
and the Co-Chairperson if applicable, and the Chief Executive Officer, (iii) have authority to make contracts on behalf of the Corporation in the ordinary
course of the Corporation's business and (iv) perform such other duties as from time to time may be assigned by the Chairperson of the Board, or the Co-
Chairperson if applicable, the Chief Executive Officer or the Board.
Section 5.11 Senior Vice Presidents and Vice Presidents. In the absence or disability of the President, the Senior Vice Presidents and Vice Presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a Senior Vice President or Vice President designated by the Board, shall perform all the
duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Senior Vice Presidents
and Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board,
these By-Laws, the President or the Chairperson of the Board, or the Co-Chairperson if applicable.
Section 5.12 Secretary. The Secretary or his or her designee shall attend all meetings of the Board and all meetings of the stockholders and record all
the proceedings of the meetings of the Corporation and of the Board and shall cause such records to be kept in a book kept for that purpose and shall perform
like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board. He or she shall have custody of the corporate seal of the Corporation and he or she, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such Assistant Secretary. The
Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature. The Secretary shall
perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-Laws or as may be assigned to him or
her from time to time by the Board or the Chief Executive Officer.
Section 5.13 Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board
(or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his/her inability or refusal to
act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board or these By-
Laws may from time to time prescribe.
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