United Airlines 2012 Annual Report Download - page 222

3.15 Directors’ Fees. The Board shall have authority to determine, from time to time, the amount of compensation that shall be paid to its members for
attendance at meetings of the Board or of any committee of the Board, which compensation may be payable currently or deferred.
3.16 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee of the Board may be taken
without a meeting if all of the members of the Board or of any such committee, as the case may be, consent thereto in writing, by electronic transmission or
transmissions, or as otherwise permitted by law and, if required by law, the writing or writings or electronic transmission or transmissions are filed with the
minutes of proceedings of the Board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.
ARTICLE 4
Board Committees
4.1 Designation.
(a) Except as otherwise provided in the Restated Certificate, the Board may, by resolution adopted by the affirmative vote of at least a majority of the
votes entitled to be cast by the Entire Board, designate one or more committees of the Board, each such committee to consist of one or more Directors , and at
the Effective Time there shall be the following six committees: an Audit Committee, an Executive Committee, a Finance Committee, a Compensation
Committee, a Nominating/Governance Committee and a Public Responsibility Committee . Except as otherwise provided in the Restated Certificate, unless
sooner discharged by the affirmative vote of a majority of the votes entitled to be cast by the Entire Board, members of each committee of the Board shall hold
office until the organization meeting of the Board in the next subsequent year and until their respective successors are appointed.
(b) So far as practicable, members of each committee of the Board shall be appointed annually at the organization meeting of the Board. The Board may
designate one or more Directors as alternate members of any committee of the Board, who may replace any absent or disqualified member at any meeting of
such committee. The Nominating/Governance Committee of the Board shall have the power to recommend to the Board a chairman of each committee of the
Board by the affirmative vote of a majority of the votes entitled to be cast by all of the members of the Nominating/Governance Committee. The Board shall
have the power to appoint one of its members to act as chairman of each committee of the Board.
(c) Notwithstanding the foregoing, except as required by law or otherwise provided in these Restated Bylaws, no committee of the Board will have the
authority to (i) issue dividends, distributions or securities, except for issuances of cash or securities pursuant to employee benefit plans; (ii) to approve a
Fundamental Change or Change in Ownership, except as may be required in the exercise of fiduciary duties; (iii) to take any action that would require the
approval of the Stockholders pursuant to the DGCL; (iv) elect any officer designated as such in Section 5.1 or to fill any vacancy in any such office;
(v) designate the Chief Executive Officer
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