US Airways 2004 Annual Report Download - page 161

SECTION 4.06 VACANCIES. (a) Except as otherwise provided in the
Stockholders' Agreement, in case any vacancy shall occur on the Board of
Directors because of death, resignation, retirement, disqualification, removal,
an increase in the authorized number of Directors or any other cause, the Board
of Directors may, at any meeting, by resolution adopted by the affirmative vote
of a majority of the Directors then in office, though less than a quorum, elect
a Director to fill such vacancy.
(b) If, as a result of a disaster or emergency (as determined in
good faith by the then remaining Directors), it becomes impossible to ascertain
whether or not vacancies exist on the Board of Directors, and a person is or
persons are elected by Directors, who in good faith believe themselves to be a
majority of the remaining Directors, to fill a vacancy or vacancies that said
remaining Directors in good faith believe exists, then the acts of such person
or persons who are so elected as Directors shall be valid and binding upon the
Corporation and the stockholders, although it may subsequently develop that at
the time of the election (i) there was in fact no vacancy or vacancies existing
on the Board of Directors, or (ii) the Directors who so elected such person or
persons did not in fact constitute a majority of the remaining Directors.
SECTION 4.07 PRESIDING OFFICER AND SECRETARY. At each meeting of the
Board of Directors, the Chairman of the Board shall preside, and the Secretary
shall act as secretary of the meeting.
SECTION 4.08 ANNUAL MEETINGS. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders at
which such Directors are elected, for the purpose of organization, election of
officers, and consideration of such other business as the Board considers
relevant to the management of the Corporation.
SECTION 4.09 REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors; provided, however, that the Board of Directors shall hold at
least four regular meetings in each year. In the absence of any such
determination, such meetings shall be held at such times and places, within or
without the State of Delaware, as shall be designated by the Chairman of the
Board on not less than three calendar days' notice (specifying the time and
place of the meeting and the agenda therefor) to each Director, given verbally
or in writing either personally, by telephone, by facsimile transmission, by
mail, by telegram or by telex.
SECTION 4.10 SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than three calendar days' notice (specifying the time and
place of the meeting and the agenda therefor) to each Director, given verbally
or in writing either personally, by telephone, by
6.