US Airways 2004 Annual Report Download - page 165

Corporation, the officers of the Corporation being limited to those officers
elected by the Board of Directors.
SECTION 5.02 ELECTION OF OFFICERS, QUALIFICATION AND TERM. The
officers of the Corporation to be elected by the Board of Directors shall be
elected annually at the first meeting of the Board of Directors held after each
annual meeting of the stockholders. Each such officer shall hold office for one
year and until a successor shall have been duly elected and shall qualify in his
or her stead unless the Board of Directors shall have provided by contract or
otherwise in any particular case, or until such officer shall have resigned and
his or her resignation shall have become effective, or until such officer shall
have been removed in the manner hereinafter provided. Notwithstanding anything
in this Section 5.02 to the contrary, the Chairman of the Board may be elected
only by the vote of a majority of the Directors then in office (who may include
the Director who is or is to be the Chairman of the Board).
SECTION 5.03 REMOVAL. Except as otherwise expressly provided in a
contract duly authorized by the Board of Directors, any officer elected by the
Board of Directors may be removed, 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; provided, however, that the Chairman of the
Board may be removed by the vote of a majority of the Directors then in office
(excluding the Director who is the Chairman of the Board).
SECTION 5.04 RESIGNATIONS. Any officer of the Corporation may resign
at any time by giving written notice to the Board of Directors or the Chairman
of the Board. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 5.05 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause may be filled for the
unexpired portion of the term by election by the Board of Directors at any
meeting thereof.
SECTION 5.06 SALARIES. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors from time to time, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a Director of the Corporation.
SECTION 5.07 THE CHAIRMAN OF THE BOARD. (a) The Chairman of the
Board shall have the powers and duties customarily and usually associated with
the office of the Chairman of the Board. The Chairman of the Board shall preside
at meetings of the stockholders and of the Board of Directors. In the event of
the Chairman of the Board's absence or disability and the absence or disability
of the President, the Chairman of the Board shall have the power to designate
any Director to preside at any or all meetings of the Board of Directors, and
the power to designate any Director or any Vice President to preside at any or
all meetings of the stockholders.
10.