US Airways 2004 Annual Report Download - page 138

whether before or after such meeting is held, or if he or she shall sign the
minutes or attend the meeting.
SECTION 4.13 MANNER OF ACTING.
(a) Members of the Board of Directors, or any committee thereof, may
participate in any meeting of the Board of Directors or such committee by means
of conference telephone or similar communications equipment by means of which
all persons participating therein can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.
(b) Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.
SECTION 4.14 COMPENSATION.
(a) The Board of Directors, by a resolution or resolutions may fix,
and from time to time change, the compensation of Directors.
(b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred in attending meetings of
the Board of Directors or any committee thereof.
(c) Nothing contained in these Restated Bylaws shall be construed to
preclude any Director from sending the Corporation in any other capacity and
from receiving compensation from the Corporation for services rendered to it in
such other capacity.
SECTION 4.15 COMMITTEES. The Board of Directors may, by resolution or
resolutions adopted by the affirmative vote of a majority of the Board of
Directors, designate one or more committees, each committee to consist of two or
more Directors, which to the extent provided in said resolution or resolutions
shall have and may exercise the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation; that no such
committee shall have the power to (i) elect Directors, (ii) alter, amend, or
repeal these Bylaws or any resolution of the Board relating to such committee,
(iii) appoint any member of such committee, (iv) declare any dividend or make
any other distribution to the stockholders of the Corporation or (v) take any
other actions which may lawfully be taken only by the full Board of Directors.
Such committee or committees shall have such name or names as may be determined
from time to time by resolutions adopted by the Board of Directors.
SECTION 4.16 COMMITTEE PROCEDURE.
(a) Except as otherwise provided by these Restated Bylaws, each
committee shall adopt its own rules governing the time, place and method of
holding its meetings and the conduct of its proceedings and shall meet as
provided by such rules or by resolution of the Board of Directors. Unless
otherwise provided by these Restated Bylaws or any such rules or
6.