Delta Airlines 2002 Annual Report Download - page 48

If business is not properly brought before the meeting in accordance
with the provisions of this Article III, the Presiding Officer at an annual
meeting shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
SECTION 3.2 SPECIAL MEETINGS.
Special meetings of the stockholders shall be held at such times, and
at such places, either within or without the State of Delaware, as shall be
designated in the notice of call of the meeting, and may be called by the
chairman of the board or the president at any time and must be called by the
chairman of the board or the president whenever requested in writing by a
majority of the board of directors.
SECTION 3.3 NOTICES OF MEETINGS.
Written or printed notices of every annual or special meeting of the
stockholders shall be mailed to each stockholder of record at the close of
business on the record date hereinafter provided for, at the address shown on
the stock book of the corporation or its transfer agents, not less than ten nor
more than sixty days prior to the date of such meeting. Notices of special
meetings shall briefly state or summarize the purpose or purposes of such
meetings, and no business except that specified in the notice shall be
transacted at any special meeting. It shall not be necessary that notices of
annual meetings specify the business to be transacted at such annual meetings,
and any business of the corporation may be transacted at any annual meeting of
the stockholders to the extent not prohibited by applicable law, the Certificate
of Incorporation or these By-Laws.
SECTION 3.4 RECORD DATE.
It shall not be necessary to close the stock transfer books of the
corporation for the purpose of determining the stockholders entitled to notice
of and to participate in and vote at any meeting of the stockholders. In lieu of
closing the stock transfer books of the corporation, and for all purposes that
might be served by closing the stock transfer books, the board of directors may
fix and declare a date not less than ten days nor more than sixty days prior to
the date of any annual or special meeting as the record date for the
determination of stockholders entitled to notice of and to participate in and
vote at such meeting of the stockholders and any adjournment thereof; and the
corporation and its transfer agents may continue to receive and record transfers
of stock after any record date as so provided. In any such case, such
stockholders, and only such stockholders as shall have been stockholders of
record at the close of business on the record date shall be entitled to notice
and to participate in and vote at any such meeting of the stockholders,
notwithstanding any transfers of stock which may have been made on the books of
the corporation or its transfer agents after such record date.
SECTION 3.5 QUORUM AND ADJOURNMENT.
Except as otherwise provided or required by law, by the Certificate of
Incorporation or by these By-Laws, a quorum at any meeting of the stockholders
shall consist of the holders of shares representing a majority of the number of
votes entitled to be cast by the holders of all shares of stock then outstanding
and entitled to vote, present in person or by proxy. If a quorum is not present
at any duly called meeting, the Presiding Officer or the holders of a majority
of the votes present may adjourn the meeting from day to day, or to a fixed
date, without notice other than announcement at the meeting, but no other
business may be transacted until a quorum is present; provided, however, that
any meeting at which directors are to be elected shall be adjourned only from
day to day until such directors have been elected, and further provided that
those who attend the second of such adjourned meetings, although less than a
quorum as fixed hereinabove, shall nevertheless constitute a quorum for the
purpose of electing directors.
The stockholders present at a duly organized meeting at which a quorum
is present at the outset may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to result in less than a
quorum or the refusal of any stockholder present to vote.
The Presiding Officer may in his discretion defer voting on any
proposed action and adjourn any meeting of the stockholders until a later date,
provided such actions are otherwise permitted by law and are not inconsistent
with the Certificate of Incorporation or other provisions of these By-Laws.
SECTION 3.6 VOTING RIGHTS AND PROXIES.
At all meetings of stockholders, whether annual or special, the holder
of each share of common stock which is then outstanding and entitled to vote
shall be entitled to one vote for each share held and the holder of each share
of any series of preferred stock which is then outstanding shall be entitled to
such voting rights, if any, and such number of votes, as shall be specified in
the resolution or resolutions of the board of directors providing for the