Visa 2007 Annual Report Download - page 227

Section 5.14 Chief Financial Officer. (a) Unless otherwise designated by the Board, the Chief Financial Officer of the Corporation shall be the
Treasurer of the Corporation. The Chief Financial Officer shall perform such duties and shall have such powers as may from time to time be assigned to him
or her by the Board, the Chief Executive Officer or the President. In addition, subject to the powers and authority of the Board or any duly authorized
committee thereof, the Chief Financial Officer shall perform such duties and have such powers as are incident to the office of chief financial officer, including
without limitation, the duty and power to keep and be responsible for all funds and securities of the Corporation, to maintain the financial records of the
Corporation, to deposit funds of the Corporation in depositories as authorized, to disburse such funds as authorized, to make proper accounts of such funds,
and to render as required by the Board accounts of all such transactions and of the financial condition of the Corporation.
(b) Notwithstanding anything herein to the contrary, the Board shall be entitled to assign the title of Treasurer to an officer of the Corporation other than
the Chief Financial Officer, in which case the Treasurer shall perform such duties and have such powers (which may include some or all of the duties and
powers enumerated above for the Chief Financial Officer) as the Board may from time to time prescribe.
Section 5.15 Execution of Bonds, Mortgages and other Contracts. The Chief Executive Officer, the Chief Financial Officer, the President or any Vice
President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent
of the Corporation.
ARTICLE VI
Certificates of Stock
Section 6.1 Certificates of Stock. (a) The shares of capital stock of the Corporation shall be represented by certificates; provided that the Board may
provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of record of stock in the Corporation that is
represented by certificates shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairperson of the Board, or the Co-
Chairperson if applicable, or the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him or her in the Corporation.
(b) Any of or all the signatures on the certificate may be by facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by
the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
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