US Airways 2004 Annual Report Download - page 137

said remaining Directors in good faith believe exists, then the acts of such
person or persons who are so elected as Directors shall be valid and binding
upon the corporation and the stockholders, although it may subsequently develop
that at the time of the election (i) there was in fact no vacancy or vacancies
existing on the Board of Directors or (ii) the Directors who so elected such
person or persons did not in fact constitute a majority of the remaining
Directors.
SECTION 4.07 PRESIDING OFFICER AND SECRETARY. At each meeting of the Board
of Directors, the Chairman of the Board shall preside, and the Secretary shall
act as secretary of the meeting.
SECTION 4.08 ANNUAL MEETINGS. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders at which such
Directors are elected, for the purpose of organization, election of officers,
and consideration of such other business as the Board considers relevant to the
management of the Corporation.
SECTION 4.09 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held on such dates and at such times and places, within or without the
state of Delaware, as shall from time to time be determined by the Board of
Directors. In the absence of any such determination, such meetings shall be held
at such times and places, within or without the State of Delaware, as shall be
designated by the Chairman of the Board on not less than three (3) calendar
days' notice (specifying the time and place of the meeting and the agenda
therefor) to each Director, given verbally or in writing either personally, by
telephone, by facsimile transmission, by mail, by telegram or by telex.
SECTION 4.10 SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than three (3) calendar days' notice (specifying the time and place of the
meeting and the agenda therefor) to each Director, given verbally or in writing
either personally, by telephone, by facsimile transmission, by mail, by telegram
or by telex. Special meetings shall be called by the Secretary on like notice at
the written request of a majority of the Directors.
SECTION 4.11 QUORUM AND POWERS OF A MAJORITY. At all meetings of the Board
of Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Restated Certificate of Incorporation
or these Restated Bylaws, a different vote is required, in which case such
express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.
SECTION 4.12 WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing,
5.