Delta Airlines 2003 Annual Report Download - page 149

SECTION 4.4 SPECIAL MEETINGS.
Special meetings of the board of directors shall be held at such time
and place, within or without the State of Delaware, as shall be designated in
the call and notice of the meeting; and may be called by the chairman of the
board, or in his absence or disability by the president or the secretary of the
company, at any time, and must be called by the chairman, or in his absence or
disability by the president or the secretary of the corporation, whenever so
requested in writing by three or more members of the board. Notices of special
meetings shall be given to each member of the board not less than twenty-four
hours before the time at which each such meeting is to convene. Such notices may
be given by telephone or by any other form of written or verbal communication.
It shall not be necessary that notices of special meetings state the purposes or
the objects of the meetings, and any business which may come before any duly
called and convened special meeting of the board may be transacted at such
meeting.
The members of the board of directors, before or after any meeting of
the board, may waive notice thereof and, if all members of the board be present
in person at any meeting or waive notice of the meeting, the fact that proper
notice of the meeting was not given shall not in any way affect the validity of
the meeting or the business transacted at the meeting.
SECTION 4.5 COMMITTEES APPOINTED BY THE BOARD.
A majority of the whole board may from time to time appoint (a)
committees of the board, the membership of which shall consist entirely of board
members and (b) other committees, the membership of which may be either a
mixture of board and non-board members or entirely non-members of the board. All
committees so appointed shall elect a chairman and keep regular minutes of their
meetings and transactions and such minutes shall be accessible to all members of
the board at all reasonable times.
No such committee shall have the power or authority to amend the
Certificate of Incorporation (except that a committee may, to the extent
authorized in a resolution of the board of directors providing for the issuance
of shares of stock, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series); to adopt an agreement of merger or consolidation; to recommend to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets; to recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution; to amend the
By-Laws of the corporation; or, unless a resolution of the board of directors,
the By-Laws or the Certificate of Incorporation expressly so provides, to
declare a dividend or authorize the issuance of stock.
SECTION 4.6 MEETINGS OF COMMITTEES APPOINTED BY THE BOARD.
Meetings of any committee appointed by the Board shall be called by the
secretary or any assistant secretary of the corporation (or, in the case of
committees appointed by the board whose membership does not consist exclusively
of board members, by such employee of the corporation as has been designated
pursuant to By-Law 5.7 to record the votes and the minutes of such committee)
upon the request of the chairman of the committee, the chairman of the Board,
the chief executive officer of the corporation, or any two members of the
committee. Notice of each such meeting shall be given in the same manner
specified in Section 4.4 for special meetings of the board of directors.
SECTION 4.7 QUORUM AND VOTING.
A majority of the members of the board of directors shall be present at
any meeting of the board in order for there to constitute a quorum. One half of
the members of any committee appointed by the board shall be present at any
meeting of the board or such committee in order to constitute a quorum. A
majority of the members present at any duly constituted meeting of the board or
such committee may decide any question which properly may come before the
meeting, unless a different vote is specifically required by these By-Laws, the
Certificate of Incorporation or applicable law.
SECTION 4.8 MEETING BY CONFERENCE TELEPHONE.
Members of the board of directors or any committee appointed by the
board may participate in a meeting by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other, and participation in such meeting in such manner shall
constitute presence in person at such meeting.
Notwithstanding the notice provisions of Sections 4.3, 4.4 and 4.6