Attached files
file | filename |
---|---|
8-K - FORM 8-K - JETBLUE AIRWAYS CORP | y02601e8vk.htm |
Exhibit 3.3(f)
Article III of the Companys bylaws shall be, and is, amended in its entirety to read as follows
(new language underscored, removed language struck through):
ARTICLE III
DIRECTORS
SECTION 1. The number of directors of this corporation that shall constitute the whole board
shall be determined by resolution of the Board of Directors; provided, however, that no decrease in
the number of directors shall have the effect of shortening the term of an incumbent director.
Beginning with the 2009 annual meeting of stockholders, each director who is elected or appointed
at or after the 2009 annual meeting of stockholders shall hold office until the next annual meeting
of stockholders or until such directors prior death, disability, resignation, retirement,
disqualification or removal from office. Directors elected prior to or at the 2009 annual meeting
of stockholders, including those elected at the 2008 annual meeting of stockholders, shall continue
to hold office until the expiration of the three-year terms for which they were elected, subject to
such directors prior death, disability, resignation, retirement, disqualification or removal from
office. Any person elected to a newly-created director position or any person elected to fill a
vacancy on the Board of Directors shall serve until the next annual meeting of stockholders and
until a successor has been elected and qualified, subject to such directors prior death,
disability, resignation, retirement, disqualification or removal from office. No decrease in the
number of directors constituting the Board of Directors shall shorten the term of any incumbent
director.
SECTION 2. 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 annual meeting of stockholders and until their successors are duly elected and
qualified or until such directors prior death, disability, resignation, retirement,
disqualification or removal from office. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
SECTION 3. (A) 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, such as failing to receive a
specified vote for re-election as a director.
(B) If a director were to submit a resignation that was conditioned upon the
director failing to receive a specified vote for re-election as a director, the director may
provide that such resignation is irrevocable.
(C) If an incumbent director receives more withheld votes than for votes in
an uncontested election of directors, the director agrees that he or she shall submit a letter of
resignation to the Board of Directors within ten days following the certification of the election
results. The Board of Directors shall, no later than 90 days following the date of the
certification of the election results, consider the attendant circumstances, recommendations and
any other factors it deems relevant and determine whether to accept the directors resignation. If
the Board of Directors determines not to accept the directors resignation, then such resignation
shall not be
effective with respect to the applicable election. The Board of Directors will promptly
disclose its decision regarding the tendered resignation, including its rationale for accepting or
rejecting the resignation offer, by furnishing a report with the Securities and Exchange
Commission.
(D) For purposes of this Section 3, an uncontested election shall mean an
election of directors where the only nominees are those nominated by the Board of Directors.
SECTION 3 4. The business of the corporation shall be managed by or under the
direction of its Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of incorporation or by
these bylaws directed or required to be exercised or done by the stockholders.