Delta Airlines 2002 Annual Report Download - page 58

shall exercise all of the powers and discharge all of the duties of the
president. If the chairman has not been elected as an officer of the
corporation, then the provisions of Section 5.6 shall apply.
SECTION 5.4 PRESIDENT.
Subject to the powers and duties hereinbefore delegated to the chairman
of the board, and to the powers and duties hereinbefore delegated to the chief
executive officer if the chairman of the board is designated by the board of
directors to act as chief executive officer, the president shall direct the
operations of the company. He shall have such other authorities and duties as
are usually incident to the office of president and as, from time to time, shall
be specifically directed by the board of directors. During the absence or
disability of the chairman, the president shall exercise all of the powers and
discharge all of the duties of the chairman.
SECTION 5.5 VICE CHAIRMAN OF THE BOARD.
The vice chairman of the board, if any, who shall be an officer of the
corporation, shall have such specific powers, duties and authority, and shall
perform such administrative and executive duties as, from time to time, may be
assigned by the board of directors, or the chief executive officer.
SECTION 5.6 ABSENCE OR DISABILITY OF CHAIRMAN AND PRESIDENT.
In the absence or disability of both the chairman of the board if he
has been elected an officer of the corporation, and the president, or in the
absence or disability of the president if the chairman has not been elected as
an officer of the corporation, the vice chairman, if any, or if there is no vice
chairman, an officer previously designated in writing by the chief executive
officer or, in the absence of such designation, an officer designated by the
board of directors, shall exercise all of the powers and discharge all of the
duties of the said officer or officers until one or both return to active duty
or until the board of directors authorizes another person or persons to act in
their capacities.
SECTION 5.7 SECRETARY.
The secretary or an assistant secretary shall record the votes and the
minutes, in books to be kept for that purpose, of all meetings of the
stockholders, of the board of directors, and of those committees of the board of
directors whose membership is confined to members of the board, provided,
however, that in the absence of the secretary and the assistant secretaries the
chairman of any such meeting may designate another officer of the company to act
as secretary of that meeting. Any employee of the corporation may be designated
by committees which are appointed by the board, but whose membership is not
confined to members of the board, to record the votes and minutes of the
proceedings of such committees in books to be kept for that purpose. The
secretary or an assistant secretary shall give or cause to be given, notice of
all meetings of the stockholders, the board of directors and committees of the
board of directors. The secretary and assistant secretaries shall keep in safe
custody the seal of the corporation and shall affix the same to any instrument
requiring it and, when required, it shall be attested by his signature or by the
signature of an assistant secretary. In the absence or disability of the
secretary and all assistant secretaries, the seal may be affixed and the
instrument attested by any vice president. The secretary also shall perform such
other duties as may be assigned to him by the board of directors, or the chief
executive officer.
SECTION 5.8 ASSISTANT SECRETARIES.
In the absence or disability of the secretary, an assistant secretary,
if specifically designated and directed by the chairman of the board or the
president, shall perform the prescribed duties and functions of the secretary.
The assistant secretaries also shall have such specific powers and authorities
and shall perform such other duties and functions as from time to time may be
assigned by the board of directors, or the chief executive officer.
SECTION 5.9 COMPTROLLER.
The comptroller shall cause to be kept full and accurate books and
accounts of all assets, liabilities and transactions of the corporation. The
comptroller shall establish and administer an adequate plan for the control of
operations, including systems and procedures required to properly maintain
internal controls on all financial transactions of the corporation. The
comptroller shall prepare, or cause to be prepared, statements of the financial
condition of the corporation and proper profit and loss statements covering the
operations of the corporation and such other and additional financial
statements, if any, as the chief executive officer or the board of directors
from time to time shall require. The comptroller also shall perform such other
duties as may be assigned to him by the board of directors, or the chief
executive officer.