Delta Airlines 2003 Annual Report Download - page 142

BY-LAWS OF
DELTA AIR LINES, INC.
ARTICLE I.
NAME, INCORPORATION AND LOCATION OF OFFICES
SECTION 1.1 NAME AND INCORPORATION.
The name of this corporation is DELTA AIR LINES, INC. It is
incorporated under the laws of Delaware in perpetuity.
ARTICLE II.
CAPITAL STOCK
SECTION 2.1 AMOUNT AND CLASS AUTHORIZED.
Until otherwise provided by amendment to its Certificate of
Incorporation, the authorized capital stock of the corporation shall consist of
470,000,000 shares, of which 450,000,000 shall be common stock of the par value
of $1.50 per share and 20,000,000 shall be preferred stock of the par value of
$1.00 per share. Shares of such authorized $1.50 par value common stock, in
addition to the shares now outstanding, up to the authorized maximum of
450,000,000 shares, may be issued at such times, and from time to time, and may
be sold for such considerations, not less than the par value thereof, as shall
be fixed and determined by the board of directors. Shares of such authorized
preferred stock up to the authorized maximum of 20,000,000 shares may be issued
at such times, and from time to time, in such series and with such rights,
including voting rights, preferences, and limitations, and may be sold for such
considerations, not less than the par value thereof, as shall be fixed and
determined by the board of directors.
SECTION 2.2 STOCK CERTIFICATES.
Certificates evidencing the stock of the corporation shall be in such
forms as shall be authorized and approved by the board of directors. Such
certificates shall be signed by the chairman of the board, the president or a
vice president and by the secretary or an assistant secretary of the
corporation, and the seal of the corporation shall be affixed thereto. The seal
of the corporation and any or all the signatures on such certificate may be
facsimile engraved, stamped or printed.
If any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been used on, a certificate has ceased to be an officer,
transfer agent or registrar or if any officer who has signed has had a change in
title before the certificate is delivered, such certificate may nevertheless be
issued and delivered by the corporation as though the officer, transfer agent or
registrar who signed or whose facsimile signature shall have been used had not
ceased to be such officer, transfer agent or registrar or such officer had not
had such change in title.
SECTION 2.3 TRANSFER AGENTS AND REGISTRARS.
The board of directors may appoint transfer agents and co-transfer
agents and registrars and co-registrars for the stock of the corporation and, if
it so elects, may appoint a single agency to serve as both transfer agent and
registrar, and may require all certificates evidencing stock to bear the
signature or signatures of any of them.
SECTION 2.4 TRANSFERS OF STOCK.
Transfers of stock of the corporation shall be made only on the books
of the corporation by the registered holder thereof in person or by attorney
thereunto duly authorized in writing. Powers of attorney to transfer stock of
the corporation shall be filed with the duly authorized transfer agent of the
corporation, when appointed, and the certificates evidencing the stock to be
transferred shall be surrendered to such transfer agent for cancellation, and
shall be cancelled by it at the time of transfer.
Until transfer shall have been made as provided above, possession of a
certificate evidencing stock of the corporation shall not vest any ownership of
such certificate, or of the stock evidenced thereby, in any person other than
the person in whose name said stock stands registered on the books of the
corporation and the corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder thereof in fact and shall not be
bound
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