US Airways 2004 Annual Report Download - page 136

SECTION 4.02 NUMBER AND CLASSIFICATION.
(a) The authorized number of Directors of the Corporation shall be
not less than nine (9) nor more than fifteen (15), with the exact number of
authorized Directors to be fixed from time to time, within the foregoing limits,
by resolution of the Board of Directors or by proper action of the stockholders.
(b) Subject to and at such time as provided in the Restated
Certificate of Incorporation, the number of Directors shall be divided into
three (3) classes, as nearly equal in number as may be, to serve staggered
three-year terms on the Board of Directors. In the case of any increase in the
number of Directors of the Corporation, the additional Directors shall be so
classified that all classes of Directors shall be increased equally as nearly as
may be, and the additional Directors shall be elected as provided herein by the
Directors or by the stockholders at an annual meeting. In case of any decrease
in the number of Directors of the Corporation, all classes of Directors shall be
decreased equally, as nearly as may be. Election of Directors shall be conducted
as provided in the Restated Certificate of Incorporation, in these Bylaws, or by
applicable law.
(c) At all times the composition of the Board of Directors shall
comply in all respects with the U.S. citizenship requirements of the Federal
Aviation Act of 1958, as amended.
SECTION 4.03 NOMINATIONS. No person shall be elected to the Board of
Directors of this Corporation at an annual meeting or special meeting or by
written consent, unless a written nomination of such person is made by or at the
direction of the Board of Directors or the holders of a majority of the voting
power of the stockholders.
SECTION 4.04 RESIGNATIONS. Any Director may resign at any time by giving
written notice to the Board of Directors or the Secretary. Such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein. Acceptance of such resignation shall not be necessary to make
it effective.
SECTION 4.05 REMOVAL. Any Director may, by a vote of the holders of stock
representing a majority of the voting power of all the shares of stock issued
and outstanding and entitled to vote thereat, be removed from office with or
without cause, and the successor of the Director so removed may be elected at
such meeting.
SECTION 4.06 VACANCIES.
(a) In case any vacancy shall occur on the Board of Directors
because of death, resignation, retirement, disqualification, removal, an
increase in the authorized number of Directors or any other cause, the Board of
Directors may, at any meeting, by resolution adopted by the affirmative vote of
a majority of the Directors then in office, though less than a quorum, elect a
Director to fill such vacancy.
(b) If, as a result of a disaster or emergency (as determined in
good faith by the then remaining Directors), it becomes impossible to ascertain
whether or not vacancies exist on the Board of Directors, and a person is or
persons are elected by Directors, who in good faith believe themselves to be a
majority of the remaining Directors, to fill a vacancy or vacancies that
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