US Airways 2004 Annual Report Download - page 157

(c) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, adopt an agenda for such meeting, adherence to
which the Chairman of the Board may enforce.
SECTION 3.03 SPECIAL MEETINGS. Special meetings of the stockholders
of the Corporation, for any purpose or purposes, unless otherwise prescribed
herein or by statute, may be called by the Chairman of the Board and shall be
called by the Secretary at the written request, or by resolution adopted by the
affirmative vote, of a majority of the Board of Directors. Such request shall
state the purpose or purposes of the proposed meeting. Stockholders of the
Corporation shall not be entitled to request a special meeting of the
stockholders.
SECTION 3.04 ACTION BY CONSENT IN LIEU OF A MEETING. Stockholders
may act by consent in lieu of a meeting in accordance with Delaware Law only in
the removal of directors in accordance with the Certificate of Incorporation of
the Corporation.
SECTION 3.05 NOTICE OF MEETINGS. (a) Notices of meetings of
stockholders shall be in writing and shall state the place (which may be within
or without the state of Delaware), date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.
(b) Such notice shall either be delivered personally or mailed,
postage prepaid, to each stockholder entitled to vote at such meeting not less
than ten nor more than 60 days before the date of the meeting. If mailed, the
notice shall be directed to the stockholder at his or her address as it appears
on the records of the Corporation. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership.
(c) Notice of any meeting of stockholders need not be given to any
stockholder if waived by such stockholder in writing, whether before or after
such meeting is held, or if such stockholder shall sign the minutes or attend
the meeting.
SECTION 3.06 STOCKHOLDER NOTICES. (a) At any meeting of the
stockholders, only such business shall be conducted, and only such proposals
shall be acted upon as shall have been brought before the meeting (i) by, or at
the direction of the Board of Directors or (ii) by any stockholder who complies
with the notice procedures set forth in this Section 3.06 (or for election of
directors, with the notice provisions set forth in Section 4.03).
(b) For a proposal to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary. To be timely, a stockholder's notice must be delivered
to, or mailed and received at, the principal executive offices of the
Corporation not less than 60 days nor
2.