Exhibit
3.4
Amendment
to the Bylaws of NVIDIA Corporation
Article
IV (Directors), Section 15 (Number and Term of Office) is hereby amended,
effective this 7th day of March, 2006, to read in its entirety as
follows:
Section
15. Number
and Term of Office.
(a) The
authorized number of directors of the corporation shall be fixed in accordance
with the Certificate of Incorporation. Directors need not be stockholders
unless
so required by the Certificate of Incorporation.
(b) At
any
meeting of stockholders for the election of one or more directors at which
a
quorum is present, each such director shall be elected by the vote of the
majority of the votes cast with respect to that director, provided that
if the
number of nominees exceeds the number of directors to be elected, the directors
shall be elected by the vote of a plurality of the shares represented in
person
or by proxy at any such meeting and entitled to vote on the election of
directors. For purposes of this Section, a majority of the votes cast means
that
the number of shares voted “for” a director must exceed the number of votes cast
as “withheld” for that director. If a director then serving on the Board of
Directors does not receive the necessary votes, the director shall offer
to
tender his or her resignation to the Board. The Nominating and Corporate
Governance Committee or other committee that may be designated by the Board
will
make a recommendation to the Board on whether to accept or reject the
resignation, or whether other action should be taken. The Board will act
on such
committee’s recommendation and publicly disclose its decision and the rationale
within 90 days from the date of the certification of the election results.
In
making their decision, the Committee and the Board will evaluate the best
interests of the Company and its stockholders and shall consider all factors
and
information deemed relevant. The director who tenders his or her resignation
will not participate in the Committee’s recommendation or the Board’s decision.