US Airways 2004 Annual Report Download - page 140

directly or indirectly, by Parent (as defined below), and so long as each member
of the Board of Directors of the Corporation is also a member of the Board of
Directors of Parent, (i) each meeting of the Board of Directors of Parent (a
"Parent Board Meeting") shall constitute a Joint Meeting (as defined below)
unless otherwise specified in the notice given with respect to such Parent Board
Meeting in accordance with the bylaws of Parent and (ii) no notice of any Joint
Meeting shall be required to be given to any person in his or her capacity as a
director of the corporation. As used in this Section 4.18, (a) "Parent" means
America West Holdings Corporation, a Delaware corporation, and any entity into
which America West Holdings Corporation or any successor may be merged or
converted or with which it may be considered or any entity resulting from any
merger, conversion or consolidation to which America West Holdings Corporation
or any successor shall be a party and (B) a "Joint Meeting" means a joint
meeting of the respective Boards of Directors of Parent and the Corporation.
ARTICLE V
OFFICERS
SECTION 5.01 NUMBER.
(a) The officers of the corporation shall include a Chief Executive
Officer, a President, one or more Vice Presidents (including one or more
Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary and a Treasurer. The Board
of Directors shall also elect a Chairman of the Board pursuant to Section 5.02.
The Board of Directors may also elect such other officers as the Board of
Directors may from time to time deem appropriate or necessary. Except for the
Chairman of the Board, none of the officers of the Corporation need be a
Director of the Corporation. Any two or more offices may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument in
more than one capacity.
(b) The Chairman of the Board shall be the Chief Executive Officer
unless the Board of Directors, by resolution adopted by the affirmative vote of
not less than a majority of the Directors then in office, designates the
President or some other person as Chief Executive Officer. The President shall
be the Chief Operating Officer. If at any time the offices of the Chairman of
the Board and Chief Executive Officer shall not be filled, the President shall
also be the Chief Executive Officer.
(c) The Board of Directors may delegate to the Chief Executive
Officer the power to appoint one or more employees of the corporation as
divisional or departmental vice presidents and fix the duties of such
appointees. However, no such divisional or departmental vice president shall be
considered as an officer of the Corporation, the officers of the Corporation
being limited to those officers elected by the Board of Directors.
SECTION 5.02 ELECTION OF OFFICERS, QUALIFICATION AND TERM. The officers of
the Corporation to be elected by the Board of Directors shall be elected
annually at the first meeting of the Board of Directors held after each annual
meeting of the stockholders. Each such officer shall hold office for one (1)
year and until a successor shall have been duly elected and shall qualify in his
or her stead unless the Board of Directors shall have provided by contract or
8.