US Airways 2004 Annual Report Download - page 162

facsimile transmission, bymail, by telegram or by telex. Special meetings shall
be called by the Secretary on like notice at the written request of a majority
of the Directors.
SECTION 4.11 QUORUM AND POWERS OF A MAJORITY. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.
SECTION 4.12 WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting.
SECTION 4.13 MANNER OF ACTING. (a) Members of the Board of
Directors, or any committee thereof, may participate in any meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.
(b) Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.
SECTION 4.14 COMPENSATION. (a) The Board of Directors, by a
resolution or resolutions may fix, and from time to time change,
the compensation of Directors.
(b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred in attending meetings of
the Board of Directors or any committee thereof.
(c) Nothing contained in these Bylaws shall be construed to
precludeany Director from serving the Corporation in any other capacity and from
receiving compensation from the Corporation for service rendered to it in such
other capacity.
SECTION 4.15 COMMITTEES. The Board of Directors may, by resolution
or resolutions adopted by the affirmative vote of a majority of the Board of
Directors, designate one or more committees, each committee to consist of two or
more Directors, which to the extent provided in said resolution or resolutions
shall have and may exercise
7.