US Airways 2004 Annual Report Download - page 160

SECTION 4.02 NUMBER AND CLASSIFICATION. (a) The authorized number of
Directors of the Corporation shall be not less than nine (9) nor more than
fifteen (15), with the exact number of authorized Directors to be fixed from
time to time, within the foregoing limits, by resolution of the Board of
Directors or by proper action of the stockholders.
(b) Subject to and at such time as provided in the Certificate of
Incorporation, the number of Directors shall be divided into three classes, as
nearly equal in number as may be, to serve staggered three-year terms on the
Board of Directors. In the case of any increase in the number of Directors of
the Corporation, the additional Directors shall be classified so that all
classes of Directors shall be increased equally as nearly as may be, and the
additional Directors shall be elected as provided herein by the Directors or by
the stockholders at an annual meeting. In case of any decrease in the number of
Directors of the Corporation, all classes of Directors shall be decreased
equally, as nearly as may be. Election of Directors shall be conducted as
provided in the Certificate of Incorporation, in these Bylaws, or by applicable
law.
(c) At all times the composition of the Board of Directors shall
comply in all respects with the U.S. citizenship requirements of the Act (as
hereinafter defined).
SECTION 4.03 NOMINATIONS. Except as otherwise provided in the
Stockholders' Agreement, no person shall be elected to the Board of Directors of
this Corporation at an annual meeting of the stockholders, or at a special
meeting called for that purpose, unless a written nomination of such person to
the Board of Directors (i) by a stockholder of the Corporation who is entitled
to vote at such meeting shall be received by the Secretary of the Corporation at
least 90 days prior to such meeting or (ii) is made by or at the direction of
the Board of Directors.
SECTION 4.04 RESIGNATIONS. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.
SECTION 4.05 REMOVAL. Except as otherwise provided in the
Stockholders' Agreement, at any special meeting of the stockholders duly called
as provided herein, any Director may, by a vote of the holders of stock
representing a majority of the voting power of all the shares of stock issued
and outstanding and entitled to vote thereat, be removed from office with or
without cause, and the successor of the Director so removed may be elected at
such meeting. Stockholders shall have the right to act by written consent only
in the removal of directors in accordance with the Stockholders' Agreement or
any other voting agreement by and between GPA Group plc and AmWest Partners,
L.P. and their successors and assigns, for so long as any such agreement remains
in force and effect. In the absence of such an election, any vacancy may be
filled as provided in Section 4.06.
5.