United Airlines 2013 Annual Report Download - page 196

ARTICLE 7
Miscellaneous
7.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
7.2 Surety Bonds. The Treasurer, each Assistant Treasurer and such other officers or agents of the Corporation as the Board may direct, from time to
time, shall be bonded for the faithful performance of their duties in such amounts and by such surety companies as the Board may determine. The premiums
on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Chief Executive Officer or the chief financial officer.
7.3 Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by
such officer or officers and in such manner as, from time to time, may be prescribed by resolution (whether general or special) of the Board.
7.4 Subject to Law and Restated Certificate. All powers, duties and responsibilities provided for in these Restated Bylaws, whether or not explicitly so
qualified, are qualified by the provisions of the Restated Certificate and all applicable laws.
7.5 Voting of Stocks. Unless otherwise ordered by the Board of Directors, the Chairman of the Board, President and General Counsel shall each have
full power and authority, in the name of and on behalf of the Corporation, to attend, act and vote at any meeting of stockholders of a corporation in which the
Corporation may hold stock, and, in connection with any such meeting, shall possess and may exercise any and all rights and powers incident to the
ownership of such stock which, as the owner thereof, the Corporation might possess and exercise. The Board of Directors from time to time may confer like
powers upon any other person or persons.
7.6 Dividends. Dividends upon the capital stock may be declared by the Board at any regular or special meeting and may be paid in cash or in property
or in shares of the capital stock. Before paying any dividend or making any distribution of profits, the Directors may set apart out of any funds of the
Corporation available for dividends a reserve or reserves for any proper purpose and may later or abolish any such reserve or reserves.
7.7 Corporate Seal. The seal of the Corporation shall be circular in form and shall bear, in addition to any other emblem or device approved by the
Board, the name of the Corporation and the words “Corporate Seal” and “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
ARTICLE 8
Amendments
8.1 Amendment of these Restated Bylaws. Except as herein otherwise expressly provided, these Restated Bylaws may be altered or repealed and new
bylaws, not inconsistent with any provision of the Restated Certificate or applicable law, may be adopted, either (a) by the affirmative vote of at least a
majority of the Directors voting at a meeting of the Board at which a quorum is present or (b) by the affirmative vote of the holders of at least a majority in
voting power of the stock entitled to vote thereon, at an annual meeting of Stockholders, or at a special meeting thereof, the notice of which meeting shall
include the form of the proposed amendment or supplement to or modification of these Restated Bylaws or of the proposed new bylaws, or a summary thereof.