United Airlines 2013 Annual Report Download - page 187

2.11 List of Stockholders. It shall be the duty of the Secretary or other officer who has charge of the stock ledger to prepare and make, at least ten
(10) days before each annual or special meeting of the Stockholders, a complete list of the Stockholders entitled to vote at such meeting, arranged in
alphabetical order, and showing the address of each Stockholder and the number of shares registered in such Stockholder’s name. Such list shall be produced
and kept available at the times and places required by law. The stock ledger shall be the only evidence as to which Stockholders are the Stockholders entitled
to examine the stock ledger or the list required by this Section 2.11, or to vote in person or by proxy at such meeting of the Stockholders.
2.12 Remote Communication. For the purposes of these Restated Bylaws, if authorized by the Board in its sole discretion, and subject to such
guidelines and procedures as the Board may adopt, Stockholders and proxyholders may, by means of remote communication:
(a) participate in a meeting of Stockholders; and
(b) be deemed present in person and vote at a meeting of Stockholders whether such meeting is to be held at a designated place or solely by means of
remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote
at the meeting by means of remote communication is a Stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such
Stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Stockholders, including an
opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any Stockholder or proxyholder votes
or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
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.
3.53.4 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.