United Airlines 2013 Annual Report Download - page 180

(c) Except as otherwise required by the Restated Certificate, each director shall be elected by vote of a majority of the votes cast with respect to that
director’s election in person or represented by proxy and entitled to vote on the election of directors. Notwithstanding the foregoing, if the number of nominees
exceeds the number of directors to be elected at any meeting of Stockholders as of the date that is ten (10) days prior to the date the Corporation files its
definitive proxy statement with the Securities and Exchange Commission (regardless of whether or not the proxy statement is thereafter revised or
supplemented), then each director shall be elected by a plurality of the votes cast in person or represented by proxy and entitled to vote on the election of
directors. For purposes of this Section 2.6(c), “majority of the votes cast” means that the number of shares voted “for” a director exceeds the number of shares
voted “against” that director (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election).
(cd) The holders of a majority in voting power of the shares entitled to vote and present in person or represented by proxy at any meeting of
Stockholders, whether or not a quorum is present, may adjourn such meeting to another time and place. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted that might have been transacted at the meeting as originally called. Unless otherwise required by applicable
law, the Restated Certificate or these Restated Bylaws, no notice of an adjourned meeting need be given.
2.7 Proxies. Each Stockholder entitled to vote at a meeting of Stockholders may authorize another person or persons to act for him or her by proxy
executed in writing by the Stockholder or as otherwise permitted by law, or by his or her duly authorized attorney-in-fact, but such proxy shall no longer be
valid eleven months after the date of such proxy. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the
time of the meeting.
2.8 Inspectors. The Board by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and
make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at the meeting of Stockholders, the chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed
by the DGCL. The chairman of the meeting shall fix and announce at the meeting the time of the opening and the closing of the polls for each matter upon
which the Stockholders will vote at a meeting.
2.9 Conduct of Stockholders’ Meetings. The Chief Executive Officer or the Chairman of the Board, as designated by the Board, or, in their absence or
the absence of any such designation, the appointee of the presiding officer of the meeting, shall preside at all meetings of Stockholders and may establish such
rules of procedure for conducting the meetings as he or she deems fair and reasonable. The Secretary, or in his or her absence an Assistant Secretary, or if none
be present, the appointee of the presiding officer of the meeting, shall act as secretary of the meeting.