Delta Airlines 2003 Annual Report Download - page 157

ARTICLE XII.
AMENDMENT, REPEAL OR ALTERATION
SECTION 12.1 AMENDMENT, REPEAL OR ALTERATION.
These By-Laws may be amended, repealed or altered, in whole or in part,
by a majority of the valid votes cast at any duly convened regular annual
meeting of the stockholders or at any duly convened special meeting of
stockholders when such object shall have been announced in the call and notice
of the meeting. These By-Laws also may be amended, repealed or altered by vote
of a majority of the whole board of directors at any duly convened meeting of
the board of directors; provided, however, that any such action of the board of
directors may be repealed by the stockholders. The repeal of any such action of
the board of directors by the stockholders, however, shall not invalidate or in
anywise affect the validity of any act or thing done in reliance upon said
action of the board of directors.
EMERGENCY BY-LAWS
ADOPTED OCTOBER 27, 1967
Subject to repeal or change by the stockholders, and notwithstanding
any different provision contained in the Delaware Corporation Law or in the
Certificate of Incorporation or By-Laws of this corporation, the following
emergency by-laws shall be operative in any emergency arising from an attack on
the United States or on a locality in which the corporation conducts its
business or customarily holds meetings of its board of directors or
stockholders, or during any atomic or nuclear disaster or during the existence
of any catastrophe or other similar emergency condition as a result of which a
quorum of the board of directors cannot readily be convened for action.
1. In the event of emergency or disaster as described above,
an emergency board of directors shall forthwith assume direction and
control of the affairs of the corporation.
2. Such emergency board of directors shall consist of all
living directors, and meetings of the emergency board may be called by
the chairman of the board, the president, the vice chairman or the
secretary or, in the event of the death or inability of any of the four
to act, by any surviving director with the capacity and ability to act.
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