United Airlines 2012 Annual Report Download - page 227

to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial paper payable to the Corporation and to give
proper receipts or discharges therefor. He or she shall have such other duties as are commonly incidental to the office of treasurer of a corporation. In the
absence of the Treasurer, an Assistant Treasurer shall perform his or her duties.
5.12 Additional Powers and Duties. In addition to the foregoing especially enumerated duties and powers, the officers of the Corporation shall perform
such other duties and exercise such further powers as may be provided in these Restated Bylaws or as the Board may, from time to time, determine or as may
be assigned to them by any competent superior officer.
5.13 Compensation. Except as otherwise provided in the Restated Certificate, the compensation of all officers of the Corporation shall be fixed, from
time to time, by the Board or the Compensation Committee, but this power may be delegated to any officer by the Board or the Compensation Committee in
accordance with applicable law.
5.14 Prohibition on Loans to Directors and Executive Officers. The Corporation shall not directly or indirectly extend or maintain credit, arrange for
the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any member of the Board or executive officer of the Corporation,
as such terms are used in Section 13(k) of the Exchange Act and the rules and regulations promulgated thereunder.
5.15 Required Board Vote for Removal or Diminution of Duties of Chairman or Chief Executive Officer . Notwithstanding any provision in these
Restated Bylaws to the contrary, at any time prior to the Chairman Succession Date, the Board may not take any of the following actions, unless (x) the
Nominating/Governance Committee, acting by a vote of a majority of the Entire Committee, recommends to the Board that such actions be taken by the Board
and (y) the Board, acting by a vote of a majority of the Entire Board, accepts such recommendation: (a) the removal of Mr. Tilton from the position of
Chairman, (b) the removal of Mr. Smisek from the position of Chief Executive Officer or (c) any material modification of the powers, duties or responsibilities
of the Chairman or the Chief Executive Officer under these Restated Bylaws as of the Effective Time.
5.16 Headquarters. The Corporation shall maintain its corporate headquarters and related corporate functions in the United Building Chicago, Illinois
and maintain its airline operations headquarters in the Willis Tower in Chicago, Illinois. In addition, the Corporation shall maintain a significant presence in
Houston, Texas.
ARTICLE 6
Stock And Transfers Of Stock
6.1 Stock Certificates. The Common Stock shall be uncertificated. The shares of the Corporation other than the Common Stock shall be represented by
certificates or shall be uncertificated. The Board shall have the power and authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of uncertificated shares or certificates for shares of stock of the Corporation. Each certificate shall be signed by the
Chairman or the President or a Vice Chairman or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of certificated shares owned by such Stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In
case any officer, Transfer Agent or Registrar who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer,
Transfer Agent or Registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer,
Transfer Agent or Registrar at the date of issuance.
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