US Airways 2004 Annual Report Download - page 139

resolutions, notice of the time and place of each meeting of a committee shall
be given to each member of such committee as provided in Section 4.10 of these
Restated Bylaws with respect to notices of special meetings of the Board of
Directors.
(b) Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required.
(c) Any member of any committee, other than a member thereof serving
ex-officio, may be removed from such committee either with or without cause, at
any time, by resolution adopted by the affirmative vote of a majority of the
Board of Directors at any meeting thereof. Any vacancy in any committee shall be
filled by the Board of Directors in the manner prescribed by these Restated
Bylaws for the original appointment of the members of such committee.
SECTION 4.17 EXECUTIVE COMMITTEE. The Board of Directors may establish an
Executive Committee.
If established, the Executive Committee shall, to the full extent of the
DGCL, have and may exercise in the intervals between meetings of the Board of
Directors, all the powers of the whole Board of Directors in its management of
the affairs and business of the Corporation, except the power or authority to:
(a) amend the Restated Certificate of Incorporation;
(b) adopt any agreement of merger or consolidation;
(c) recommend to stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets;
(d) recommend to stockholders a dissolution of the Corporation or a
revocation of a dissolution;
(e) amend these Bylaws;
(f) appoint or remove a member of any committee established by the
Board of Directors, fill vacancies on the Board of Directors, remove an officer
elected by the Board of Directors, or raise or lower any officer's salary; or
(g) declare dividends or authorize the issuance of stock.
Meetings of the Executive Committee may be called at any time by the
Chairman of the Board and shall be held at the general office of the Corporation
or at such other place, within or without the State of Delaware, as the Chairman
of the Board may designate, on not less than one (1) day's notice to each member
of the Executive Committee, given verbally or in writing either personally, by
telephone, by facsimile transmission, by mail, by telegram or telex.
SECTION 4.18 JOINT MEETINGS. Notwithstanding any provision of these Bylaws
to the contrary, so long as all of the outstanding voting capital stock of the
Corporation is owned,
7.