US Airways 2004 Annual Report Download - page 158

more than 90 days prior to the scheduled annual meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than 70 days notice or prior public disclosure
of the date of the scheduled annual meeting is given or made, notice by the
stockholder to be timely must be so delivered or received no later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made.
(c) A stockholder's notice to the Secretary shall in addition set
forth as to each matter the stockholder proposes to bring before the meeting (i)
a brief description of the proposal desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (ii) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (iii) the class and number of shares which are beneficially owned
by the stockholder on the date of such stockholder notice and (iv) any material
interest of the stockholder in such proposal.
SECTION 3.07 ADJOURNED MEETINGS. When a meeting is adjourned to
another time or place, unless otherwise provided by these Bylaws, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the stockholders may transact any business which might have been
transacted at the original meeting. If an adjournment is for more than 30 days
or if after an adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting.
SECTION 3.08 QUORUM AND ADJOURNMENT. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, and the voting rights of which are not suspended, shall be requisite
and shall constitute a quorum for the transaction of business at all meetings of
stockholders. If, however, such majority shall not be present or represented at
any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.
SECTION 3.09 MAJORITY VOTE REQUIRED. When a quorum is present at any
meeting of stockholders, the affirmative vote of the majority of the aggregate
voting power of the shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall constitute the act of
the stockholders, unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case such
express provision shall govern and control.
SECTION 3.10 MANNER OF VOTING. At each meeting of stockholders, each
stockholder having the right to vote, and whose voting rights have not been
suspended shall be entitled to vote in person or by proxy. Proxies need not be
filed with the Secretary of the Corporation until the meeting is called to
order, but shall be filed before being voted. Each stockholder shall be entitled
to vote each share of stock having voting
3.