Delta Airlines 2002 Annual Report Download - page 50

permitted by law filed in accordance with the procedures established for the
meeting. Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to this section may be substituted
or used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. Directors shall be
elected by a plurality of the votes cast in an election for such directors.
Except as otherwise specifically provided by law, by the Certificate of
Incorporation or by these By-Laws, a majority of the valid votes present shall
be necessary and sufficient to decide any question which shall come before any
meeting of the stockholders. In case of any challenge of the right of a given
stockholder to vote in person or by proxy, the Presiding Officer hereinafter
provided for shall be authorized to make the appropriate determination, and his
decision shall be final.
SECTION 3.7 PRESIDING OFFICER.
All meetings of the stockholders shall be presided over by the chairman
of the board or, in the absence or disability of the chairman, by the president,
or in his absence or disability, by the vice chairman, if any, or, in his
absence or disability, by the senior director (in terms of length of service on
the board of directors) present.
SECTION 3.8 LIST OF STOCKHOLDERS ENTITLED TO VOTE.
A complete list of the stockholders entitled to vote, arranged in
alphabetical order and indicating the number of shares held by each, shall be
prepared by the secretary and shall be available at the place where any
stockholders' meeting is being held, and shall be open to the examination of any
stockholder for any proper purpose during the whole of such meeting.
ARTICLE IV.
BOARD OF DIRECTORS
SECTION 4.1 POWER AND AUTHORITY.
All of the corporate powers of this corporation shall be vested in and
the business, property and affairs of the corporation shall be managed by, or
under the direction of, the board of directors; and the board of directors shall
be, and hereby is, fully authorized and empowered to exercise all of the powers
of the corporation and to do, and to authorize, direct and regulate the doing
of, any and all things which the corporation has the lawful right to do which
are not by statute, the Certificate of Incorporation or these By-Laws expressly
directed or required to be exercised or done by the stockholders.
SECTION 4.2 NUMBER, NOMINATION AND ELECTION OF DIRECTORS.
The board of directors shall consist of not less than five nor more
than nineteen directors. The members of the board of directors shall be elected
by the stockholders at the annual meeting of stockholders, or at a duly convened
adjournment thereof or at a special meeting of stockholders duly called and
convened for that purpose, provided, however, that only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors. Nominations of persons for election to the board of the
corporation at the annual meeting or a duly convened adjournment thereof may be
made by or at the direction of the board of directors, by any nominating
committee or person appointed by the board, or by any stockholder of the
corporation entitled to vote for the election of directors at the meeting or a
duly convened adjournment thereof who complies with the notice procedures set
forth in this Article IV. Such nominations, other than those made by or at the
direction of the board, or by any nominating committee or person appointed by
the board, shall be made pursuant to timely notice 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 meeting, whichever first occurs. Such
stockholder's notice to the secretary shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of capital stock of the corporation which are beneficially owned by
the person and (iv) any other information relating to the person that is
required to be