Delta Airlines 2002 Annual Report Download - page 52

disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the stockholder giving the notice, (i) the name and record address of the
stockholder and (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by the stockholder. The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the corporation to determine the qualifications of such proposed
nominee to serve as director of the corporation. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth herein.
If a nomination is made that is not in accordance with the foregoing
procedure, the Presiding Officer at an annual meeting shall so declare to the
meeting and the defective nomination shall be disregarded.
SECTION 4.2.1 ELIGIBILITY, TENURE AND VACANCIES.
A nomination to serve as a director shall be accepted and votes cast
for a nominee shall be counted only if the secretary has received, at least
thirty days before the annual or a special meeting of stockholders, a statement
signed by the nominee advising that he or she consents to being a nominee and,
if elected, intends to serve as a director, and further provided that:
(a) Directors who are full-time employees of the company shall resign
from the board coincident with their retirement from full-time
employment.
(b) The age limit for directors not covered by subparagraph (a), above,
or who, after resigning from the board upon retirement from full-time
employment are re-elected to the board, shall be seventy-two, and such
directors shall retire from the board as of the date and time of the
annual meeting of stockholders which next follows their attainment of
age seventy-two.
Each member of the board of directors shall hold office from the time of his
election and qualification until the next annual meeting of the stockholders and
until his successor shall have been elected and qualified; provided, however,
that any member of the board of directors may be removed from such office by the
stockholders at any time, with or without cause, at any meeting of the
stockholders, duly called for such purpose, by the vote of holders of a majority
of the outstanding voting power entitled to vote thereon, in which event a
successor may be elected by the stockholders at such meeting or at any
subsequent meeting of the stockholders duly called for such purpose.
The number of members of the board of directors may be increased or
decreased at any time and from time to time to not less than five nor more than
nineteen members by resolution adopted by the board of directors and in such
event, and in the event any vacancy on the board of directors shall occur by
death, resignation, retirement, disqualification or otherwise, additional or
successor members of the board of directors may be elected by majority vote of
the remaining members of the board of directors, although such majority is less
than a quorum, or by a plurality of the votes cast at a meeting of stockholders,
and each director so elected shall hold office until the expiration of the term
of office of the director whom he has replaced or until his successor is elected
and qualified.
Any director may resign at any time upon written notice to the
corporation.
SECTION 4.3 REGULAR MEETINGS OF THE BOARD OF DIRECTORS.
The first organizational meeting of each newly-elected board shall be
held at such time and place, either within or without the State of Delaware, as
shall be fixed by the outgoing board of directors at or before its last regular
meeting preceding the annual meeting of the stockholders, and no notice of such
meeting shall be necessary to the newly-elected directors in order to constitute
the meeting legally, provided that a majority of the whole board shall be
present, and further provided that such newly-elected board may meet at such
other place and time as shall be fixed by the consent in writing of all of the
said directors.
At such organizational meeting the board, by a vote of a majority of
all of the members thereof, shall elect a chairman from among its members. The
chairman shall preside over all meetings of the board of directors, if present,
and shall have such other powers and perform such other duties as may be
assigned to him by the board from time to time. In his capacity as chairman of
the board he shall not necessarily be an officer of the corporation but he shall
be eligible to serve, in addition, as an officer pursuant to Section 5.1 of
these By-Laws.
All meetings of the directors shall be presided over by the chairman of
the board or, in his absence or disability, by the chief executive officer of
the corporation if he is a member of the Board or, in his absence or disability,