Delta Airlines 2002 Annual Report Download - page 46

Until transfer shall have been made as provided above, possession of a
certificate evidencing stock of the corporation shall not vest any ownership of
such certificate, or of the stock evidenced thereby, in any person other than
the person in whose name said stock stands registered on the books of the
corporation and the corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder thereof in fact and shall not be
bound to recognize any equitable or other claim to or interest in any such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof. Notwithstanding the foregoing, the corporation shall
have the power and is authorized to effect through the duly authorized transfer
agent and registrar or otherwise transfers of stock of the corporation to
various states or appropriate state authorities when applicable state laws of
escheat or abandonment so require.
SECTION 2.5 LOST OR DESTROYED CERTIFICATES.
In case of the loss or destruction of an outstanding certificate of
stock, another certificate for a like number of shares may be issued in place of
the lost or destroyed certificate upon proof satisfactory to the board of
directors or its delegate, and upon payment of the expenses, if any, incident to
the issuance of such new certificate; provided, however, that the board of
directors or its delegate, if it sees fit, may require that such lost or
destroyed certificate be established as by the laws of Delaware in such cases
made and provided, and further provided that, any provision of law to the
contrary notwithstanding, the board of directors or its delegate may require the
owner of such lost or destroyed certificate, or the legal representative of such
owner, to give the corporation a bond sufficient, in the opinion of the board of
directors or its delegate, to indemnify the corporation against and hold it
harmless from any and all loss, damage, liability and claims (whether or not
such claims be meritorious) on account of and with respect to such lost or
destroyed certificate and the stock evidenced thereby and the issuance or
establishment of such new certificate.
SECTION 2.6 NO PREEMPTIVE RIGHTS.
No holder of any stock of the corporation which shall at any time be
outstanding shall have any preemptive rights to subscribe for or purchase
additional shares of stock of the corporation of any class which at any time may
be authorized or issued.
ARTICLE III.
MEETINGS OF STOCKHOLDERS
SECTION 3.1 ANNUAL MEETING.
The annual meeting of stockholders shall be held on the fourth Thursday
in April of each year or at such other time as the board of directors shall
specify, at such place, either within or without the State of Delaware, as may
be designated by the board of directors from time to time, for the purpose of
electing directors and for the transaction of only such other business as is
properly brought before the meeting in accordance with these By-Laws.
To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board, (b) otherwise properly brought before the meeting by
or at the direction of the board, or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the corporation not
less than 90 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided that if the board
calls the annual meeting for a date that is not within 30 days before or after
such anniversary date, notice by the stockholder to be timely must be so
delivered or mailed and received not later than the close of business on the
10th business day following the day on which the board gave such notice or made
such public disclosure of the date of the annual meeting, whichever first
occurs. Such stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the stockholder proposing such business, (iii) the class
and number of shares of capital stock of the corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such business.
Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article III, provided, that nothing in this Article
III shall be deemed to preclude discussion by any stockholder of any business
properly brought before the annual meeting.