US Airways 2004 Annual Report Download - page 163

the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation; provided, however, that no such
committee shall have the power to (i) elect Directors, (ii) alter, amend, or
repeal these Bylaws or any resolution of the Board relating to such committee,
(iii) appoint any member of such committee, (iv) declare any dividend or make
any other distribution to the stockholders of the Corporation or (v) take any
other actions which may lawfully be taken only by the full Board of Directors.
Such committee or committees shall have such name or names as may be determined
from time to time by resolutions adopted by the Board of Directors.
SECTION 4.16 COMMITTEE PROCEDURE. (a) Except as otherwise provided
by these Bylaws, each committee shall adopt its own rules governing the time,
place and method of holding its meetings and the conduct of its proceedings and
shall meet as provided by such rules or by resolution of the Board of Directors.
Unless otherwise provided by these Bylaws or any such rules or resolutions,
notice of the time and place of each meeting of a committee shall be given to
each member of such committee as provided in Section 4.10 of the Bylaws with
respect to notices of special meetings of the Board of Directors.
(b) Each committee shall keep regular minutes of its proceedings
andreport the same to the Board of Directors when required.
(c) Any member of any committee, other than a member thereof
servingex-officio, may be removed from such committee either with or without
cause, at any time, by resolution adopted by the affirmative vote of a majority
of the Board of Directors at any meeting thereof. Any vacancy in any committee
shall be filled by the Board of Directors in the manner prescribed by these
Bylaws for the original appointment of the members of such committee.
SECTION 4.17 EXECUTIVE COMMITTEE. There shall be established an
Executive Committee consisting of three (3) members. The Chairman of the Board
shall be a member and shall act as Chairman of the Executive Committee. In
addition, the Board of Directors shall elect from its members the remaining
members of the Executive Committee.
The Executive Committee shall, to the full extent of the DGCL, have
and may exercise in the intervals between meetings of the Board of Directors,
all the powers of the whole Board of Directors in its management of the affairs
and business of the Corporation, except the power or authority to:
(a) amend the Certificate of Incorporation;
(b) adopt any agreement of merger or consolidation;
(c) recommend to stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets;
8.