Delta Airlines 2002 Annual Report Download - page 63

3. To the extent possible, notice of emergency board meetings
shall be given in each instance to each known living member of the
board at his last known business address, either orally or in writing
delivered personally or by mail, telegraph, telephone or radio, or by
publication; provided however, that if notice by such means is
impossible insofar as specific individual directors are concerned, then
the person calling the meeting shall give such directors such notice as
is reasonably possible under the circumstances.
4. At any properly called meeting of the emergency board a
quorum shall not be necessary, and the acts of a majority of the
members of the emergency board present shall be and shall constitute
the acts of the emergency board.
5. During its existence, the emergency board shall have the
following powers:
(a) To appoint officers and agents of the corporation and to determine
their compensation and duties;
(b) To borrow money and to issue bonds, notes or other obligations and
evidence of indebtedness therefor;
(c) To determine questions of general policy with respect to the
business of the corporation;
(d) To call stockholders' meetings; and
(e) To take all actions and to do all things necessary to preserve the
corporation as an operating entity, and to direct and control its
affairs and operations, until the regular board of directors has been
reconstituted, either by the passage of time, by action of the
stockholders, or otherwise in accordance with law.
6. No officer, director or employee acting in accordance with
these emergency by-laws shall be liable to the corporation or its
stockholders with respect to action taken under power granted herein
except for willful misconduct.
7. As soon as reasonably possible following the creation of an
emergency board of directors, if it appears clear that such action is
required because of the number of directors killed or indefinitely
incapacitated, the emergency board shall call a regular or special
meeting of the stockholders of the corporation for the election of a
new board of directors, or otherwise to reconstitute the board, and
upon the election and qualification or reconstitution of such board,
the emergency board established pursuant to these emergency by-laws
shall cease and terminate and the direction and control of the affairs
of the corporation shall vest in such new or reconstituted board of
directors.
8. To the extent not inconsistent with these emergency
by-laws, the regular by-laws of the corporation shall remain in effect
during the emergency.
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