NVIDIA 2006 Annual Report Download - page 118

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(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be
determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of
Incorporation or these Bylaws.
Section 24. Action without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic
transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of
Directors or 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 25. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved
by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance,
if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of
Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as
an officer, agent, employee, or otherwise and receiving compensation therefor.
Section 26. Committees.
(a) Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one (1) or
more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of
the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting,
amending or repealing any Bylaw of the corporation.
(b) Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be
permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board
of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.
(c) Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock, and the
provisions of subsections (a) or (b) of this Section 26 may at any time increase or decrease the number of members of a committee or
terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any
individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in
the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified member.
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