United Airlines 2013 Annual Report Download - page 189

3.123.11 Resignation. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Any such
resignation shall take effect at the time received by the Corporation, unless the resignation specifies a later effective date or an effective date determined upon the
happening of one or more events.
3.133.12 Removal of Directors. Any Director or the entire Board may be removed with or without cause as provided under the DGCL.
3.143.13 Vacancies and Newly Created Directorships. Except as otherwise provided in the Restated Certificate, vacancies and newly created
directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, even if less than a
quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next election of Directors and until their successors are duly
elected and qualified or until earlier resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided
by statute.
3.153.14 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.
3.163.15 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. 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.