United Airlines 2012 Annual Report Download - page 223

or the Chairman of the Board; (vi) fill any vacancy in the Board or any newly created Directorship; (vii) amend these Restated Bylaws; (viii) take any action
that under these Restated Bylaws is required to be taken by vote of a specified proportion of the Entire Board or of the Directors at the time in office; or
(ix) take any action, the power or authority for which is reserved for the Entire Board pursuant to Section 141(c)(2) of the DGCL, except as otherwise set forth
in such Section 141(c)(2).
4.2 Meetings.
(a) Stated meetings of any committee of the Board shall be held at such times and at such places as shall be fixed, from time to time, by resolution
adopted by the Board or by the affirmative vote of a majority of the votes entitled to be cast by the members of such committee of the Board and upon
notification pursuant to Section 4.3 to all the members of such committee. Any and all business may be transacted at any stated meeting of any committee of
the Board.
(b) Special meetings of any committee of the Board may be called at any time by the chairman of such committee or by any two members of such
committee. Notice of a special meeting of any committee of the Board shall set forth a description of the business to be transacted at such meeting and be sent
to the members of such committee of the Board as provided in Section 4.3.
4.3 Notice of Board Committee Meetings. Notice of any meeting of any committee of the Board shall be sent to each member of such committee 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 facsimile, telex, telegram or
electronic mail, not later than twenty-four (24) hours before the time of such meeting. If sent by overnight delivery service, such notice shall be deemed to be
given when delivered to such service; if sent by facsimile, telex, telegram or electronic mail, such notice shall be deemed to be given when transmitted. Notice
of any meeting of a committee of the Board need not however be given to any member of such committee, if waived by him or her in writing or if, subject to
applicable law, he or she shall be present at the meeting. Any meeting of a committee of the Board shall be a legal meeting without any notice thereof having
been given if all of the members shall be present thereat except when a Director attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully called or convened.
4.4 Place of Meetings. Meetings of any committee of the Board may be held either within or without the State of Delaware.
4.5 Quorum and Voting Requirements of Board Committees.
(a) The presence of Directors entitled to cast at least a majority of the aggregate number of votes entitled to be cast by all Directors on a committee of the
Board shall constitute a quorum for the transaction of business, and any act of a committee of the Board shall require the affirmative vote of at least a majority
of the votes entitled to be cast by the Directors present at a meeting of such committee at which a quorum is present.
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