Visa 2007 Annual Report Download - page 228

Section 6.2 Lost Certificates. The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of an affidavit of owner or owners of such certificate,
setting forth such allegation. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 6.3 Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares of stock
duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of
uncertified stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on the
certificate pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL. Subject to provisions of the Certificate of Incorporation and these By-Laws, the
Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the
Corporation. For so long as required by the rules of any exchange upon which the securities of the Corporation may be listed or traded, the Corporation shall
not close, and shall not permit to be closed, the transfer books on which transfers of such securities are recorded.
Section 6.4 Registered Stockholders. To the fullest extent permitted by law, prior to due surrender of a certificate for registration of transfer, the
Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and
otherwise to exercise all the rights and powers of the owners of the shares represented by such certificate, and the Corporation shall not be bound to recognize
any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or
interests, except as expressly provided by applicable law. Whenever any transfer of shares of capital stock shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertified shares are
requested to be transferred, both the transferor and transferee request the Corporation do so.
ARTICLE VII
General Provisions
Section 7.1 Dividends. (a) Subject to any applicable provisions of law and the Certificate of Incorporation or any resolution or resolutions adopted by
the Board pursuant to authority expressly vested in it by the Certificate of Incorporation and Section 151 of the DGCL, the Board may, at any regular or
special meeting of the Board, out of funds legally available therefor, declare dividends upon the capital stock of the Corporation, and any such dividend may
be paid in cash, property, or shares of the Corporation's stock.
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