United Airlines 2012 Annual Report Download - page 220

ARTICLE 3
Board Of Directors
3.1 Number and Term of Office. The number and term of office of Directors on the Board shall be determined as provided in the Restated Certificate.
3.2 Powers. The Board may, except as otherwise provided in the Restated Certificate or the DGCL, exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation.
3.3 Election. Except as otherwise required by applicable law or the Restated Certificate, and notwithstanding Section 2.6(b) hereof, Directors shall be
elected by a plurality of the votes cast at a meeting of Stockholders by the holders of shares entitled to vote on their election.
3.4 Place of Meetings. Meetings of the Board may be held either within or without the State of Delaware at such place as is indicated in the notice or
waiver of notice thereof. It is intended that a majority of the in-person Board meetings in each calendar year shall be held in the Greater Chicago Metropolitan
Area.
3.5 Organization Meeting. The Board shall meet as soon as practicable after each annual meeting of Stockholders at the place of such annual meeting
for the purpose of organization and the transaction of other business. No notice of such meeting of the Board shall be required. Such organization meeting may
be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board, or in a consent and waiver of notice
thereof, signed by all of the Directors.
3.6 Stated Meetings. The Board shall from time to time, by resolution adopted by the affirmative vote of at least a majority of the votes entitled to be
cast by the Entire Board, appoint the time and place for holding stated meetings of the Board; and such meetings shall thereupon be held at the time and place
so appointed, without the giving of any special notice with regard thereto. Any and all business may be transacted at any stated meeting.
3.7 Special Meetings. Special meetings of the Board shall be held whenever called by the Secretary of the Board, at the direction of any three Directors,
or by the Chairman, or, in the event that the office of the Chairman is vacant, by the Chief Executive Officer, or in the event that the office s of the Chairman
and Chief Executive Officer are vacant, by the President. Notice of a special meeting shall set forth a description of such meeting and be sent to the Directors
as provided in Section 3.8.
3.8 Notices of Board Meetings. Notice of any meeting shall be sent to each Director at his or her residence or usual place of business either (a) by
reputable overnight delivery service in circumstances to which such service guarantees next day delivery, not later than on the day that is the second business
day immediately preceding the day of such meeting, or (b) by
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