US Airways 2004 Annual Report Download - page 159

power registered in his or her name on the books of the Corporation on the
record date fixed, as provided in Section 6.04 of these Bylaws, for the
determination of stockholders entitled to vote at such meeting. All elections of
directors shall be by written ballot.
SECTION 3.11 PROXIES. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.
(b) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, prescribe additional regulations concerning the
manner of execution and filing of proxies and the validation of the same, which
are intended to be voted at any such meeting.
SECTION 3.12 PRESIDING OFFICER AND SECRETARY. At each meeting of
stockholders, the Chairman of the Board shall preside and the Secretary shall
act as Secretary of the meeting.
SECTION 3.13 DISREGARD OF NOMINATION OR PROPOSAL. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
person presiding over any meeting of the stockholders shall have the power and
duty to determine whether a nomination or any other business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Article III or Section 4.03 and, if any proposed nomination or business
is not in compliance with such provisions, to declare that such defective
proposal or nomination shall be disregarded.
SECTION 3.14 INSPECTIONS OF ELECTIONS. The Board of Directors by
resolution shall appoint one or more inspectors of election (which may include
individuals who serve the Corporation in other capacities including, without
limitation, as officers, employees, agents or representatives of the
Corporation) to act at any meeting of the stockholders and make a written report
thereof. Such appointments shall be made in accordance with, and each inspector
shall have the duties prescribed by, Section 231 of the General Corporation Law
of the State of Delaware (the "DGCL").
ARTICLE IV
DIRECTORS
SECTION 4.01 POWERS. The Board of Directors shall exercise all of
the power of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.
4.