US Airways 2004 Annual Report Download - page 135

stock issued and outstanding, entitled to vote thereat, and the voting rights of
which are not suspended, shall be requisite and shall constitute a quorum for
the transaction of business at all meetings of stockholders.
SECTION 3.08 MAJORITY VOTE REQUIRED. When a quorum is present at any
meeting of stockholders, the affirmative vote of the majority of the aggregate
voting power of the shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall constitute the act of
the stockholders, unless by express provision of law, the Restated Certificate
of Incorporation or these Restated Bylaws a different vote is required, in which
case such express provision shall govern and control.
SECTION 3.09 MANNER OF VOTING. At each meeting of stockholders, each
stockholder having the right to vote, and whose voting rights have not been
suspended shall be entitled to vote in person or by proxy. Each stockholder
shall be entitled to vote each share of stock having voting power registered in
his name on the books of the Corporation on the record date fixed, as provided
in Section 6.04 of these Restated Bylaws, for the determination of stockholders
entitled to vote at such meeting. All elections of directors shall be by written
ballot. The Secretary shall maintain and, if necessary, prepare at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting.
SECTION 3.10 PROXIES.
(a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.
(b) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, prescribe additional regulations concerning the
manner of execution and filing of proxies and the validation of the same, which
are intended to be voted at any such meeting.
SECTION 3.11 PRESIDING OFFICER AND SECRETARY. At each meeting of
stockholders, the Chairman of the Board shall preside and the Secretary shall
act as Secretary of the meeting.
ARTICLE IV
DIRECTORS
SECTION 4.01 POWERS. The Board of Directors shall exercise all of the
power of the Corporation except such as are by law, or by the Restated
Certificate of Incorporation of this Corporation or by these Restated Bylaws
conferred upon or reserved to the stockholders of any class or classes.
3.