AMENDED AND RESTATED BYLAWS OF MASTERCARD INTERNATIONAL
INCORPORATED (the “Corporation”)
The purposes for which this Corporation is formed shall include the following:
Article I—Board of Directors
ARTICLE I—BOARD OF DIRECTORS
To facilitate the interchange of payment privileges on an international basis and provide services that support Member
To facilitate the entry into and participation in payments activity by Members.
To promote the development of sound practices in the operation of the activities of Members by establishing high
To generate revenue for Members while managing risk and enhancing the reputation of the Marks.
Sec. 1. Powers. The business of this Corporation shall be managed by the Board of Directors, which may exercise all of the
powers of this Corporation and do all lawful acts and things as are not (i) by statute, the Certificate of Incorporation,
or these Bylaws directed or required to be exercised or done by the members or (ii) specifically delegated as provided
in the Bylaws of this Corporation.
Sec. 2. Election; Vacancies; Term of Office. Subject to this Corporation’s Certificate of Incorporation, the directors of this
Corporation shall be elected by the Class B Member at the annual meeting of members.
Sec. 3. Number. The authorized number of directors constituting the entire Board of Directors shall be equal to such
number of directors as are authorized to constitute the entire Board of Directors of the Class B Member.
Sec. 4. Compensation of Directors. Directors shall receive such compensation from this Corporation as the Board of
Directors may from time to time establish.
Sec. 5. Quorum. A majority of the total number of directors then in office (but not less than one-third of the number of
directors constituting the entire Board of Directors) shall constitute a quo