United Airlines 2012 Annual Report Download - page 209

Exhibit 3.2.1
AMENDED AND RESTATED BYLAWS
OF UNITED CONTINENTAL HOLDINGS, INC.
ARTICLE 1
Definitions
As used in these Restated Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:
1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation.
1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation.
1.3 “Board” means the Board of Directors of the Corporation.
1.4 “Chairman” means the Chairman of the Board of Directors.
1.5 “Change in Ownership” means any sale, disposition, transfer or issuance or series of sales, dispositions, transfers and/or issuances of shares of
the capital stock by the Corporation or any holders thereof which results in any person or group of persons (as the term “group” is used under the
Securities Exchange Act of 1934, as amended), other than the holders of Common Stock, owning capital stock of the Corporation possessing the voting
power (under ordinary circumstances and without regard to cumulative voting rights) to elect a majority of the Board.
1.6 “Chief Executive Officer” means the Chief Executive Officer of the Corporation.
1.7 “Common Stock” means the Common Stock, par value $0.01 per share, of the Corporation.
1.8 “Corporation” means United Continental Holdings, Inc.
1.9 “DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time.
1.10 “Director” means a member of the Board.
1.11 “Effective Time” means the date and time of the filing with the Secretary of State of the State of Delaware of the Certificate of Merger (as defined in
the Merger Agreement) consummating the Merger (or such later time as may be agreed by the parties to the Merger Agreement and specified in the
Certificate of Merger).
1.112 “Entire Board” means all Directors who would be in office if there were no vacancies.