SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 21, 1999
PG&E Corporation
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(Exact Name of Registrant as Specified in its Charter)
California 1-12609 94-3234914
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) entification No.)
PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, California 94105
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(Address of principal executive offices) (Zip Code)
(415) 267-7000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
A. Share Repurchase
On October 20, 1999, the Board of Directors of PG&E
Corporation authorized an additional $500 million for the
purpose of repurchasing shares of the Corporation's common
stock. This authorization supplements the approximately $40
million remaining from the amount previously authorized by
the Board of Directors on December 17, 1997. Such
repurchases may be effected from time to time through
brokers and dealers on the New York Stock Exchange and/or
the Pacific Exchange or in one or more privately negotiated
transactions which may include accelerated share
repurchases. The authorization for share repurchase extends
through September 30, 2001.
B. Proposed Amendments to Articles of Incorporation and
Bylaw Amendments
On October 20, 1999, the Board of Directors of PG&E
Corporation approved an amendment to the Articles of
Incorporation to reduce the supermajority shareholder vote
requirement found in Article Eighth (the Fair Price
Provision) for certain Business Combinations (as defined in
the Fair Price Provision) to a simple majority vote of
outstanding shares. At the 1999 annual meeting of
shareholders, the shareholders approved a shareholder
proposal recommending that the Board of Directors reinstate
simple majority voting for matters submitted to
shareholders. The only matters requiring more than a simple
majority vote of shareholders are those covered by the Fair
Price Provision.
The Board also approved an amendment to the Fair Price
Provision to require that a Business Combination also either
(i) be approved by the Board of Directors without counting
the vote of any director who is not a Disinterested Director
(as defined in the Fair Price Provision), or (ii) meet
certain fair price criteria and procedural requirements
described in the Fair Price Provision. Currently, if the
Business Combination has been approved by the Board of
Directors without counting the vote of any director who is
not a Disinterested Director or meets the fair price
criteria and other procedural requirements, a supermajority
shareholder vote is not required. The proposed amendments
will not be effective until approved by a majority of PG&E
Corporation's outstanding shares and a certificate of
amendment is filed with the California Secretary of State.
The Board of Directors also approved the solicitation of
proxies from the Corporation's shareholders to approve the
proposed amendments to the Articles of Incorporation at the
2000 annual meeting of shareholders.
In addition, on October 20, 1999, the Board of Directors of
PG&E Corporation approved amendments to PG&E Corporation's
Bylaws to (i) require a shareholder to give advance notice
to the
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Corporation of director nominations and other
proposals that the shareholder intends to present for action
at shareholder meetings, and (ii) establish certain
administrative procedures regarding shareholder action by
written consent. The amended Bylaws are filed as an exhibit
to this report. Under amended Article I, Section 2 of the
Bylaws, notice of director nominations and proposals
intended to be presented by shareholders at the annual
meeting of shareholders to be held on April 19, 2000,
assuming the matter is a proper matter for shareholder
action, must be received by the Corporate Secretary by
January 23, 2000. As mentioned in the Corporation's 1999
proxy statement, shareholders who wish to have their
proposal considered for inclusion in the Corporation's proxy
statement in accordance with Securities and Exchange
Commission Rule 14a-8 must submit their proposal to the
Corporate Secretary no later than November 9, 1999.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
Exhibits:
Exhibit 99 Bylaws of PG&E Corporation, as of October 20, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
PG&E CORPORATION
CHRISTOPHER P. JOHNS
By
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CHRISTOPHER P. JOHNS
Vice President and Controller
(PG&E Corporation)
Dated: October 21, 1999
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99 Bylaws of PG&E Corporation, as of October 20, 1999
Exhibit 99
Bylaws
of
PG&E Corporation
amended as of October 20, 1999
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Article I.
SHAREHOLDERS.
1. Place of Meeting. All meetings of the shareholders
shall be held at the office of the Corporation in the City and
County of San Francisco, State of California, or at such other
place, within or without the State of California, as may be
designated by the Board of Directors.
2. Annual Meetings. The annual meeting of shareholders
shall be held each year on a date and at a time designated by the
Board of Directors.
Written notice of the annual meeting shall be given not less
than ten (or, if sent by third-class mail, thirty) nor more than
sixty days prior to the date of the meeting to each shareholder
entitled to vote thereat. The notice shall state the place, day,
and hour of such meeting, and those matters which the Board, at
the time of mailing, intends to present for action by the
shareholders.
Notice of any meeting of the shareholders shall be given by
mail or telegraphic or other written communication, postage
prepaid, to each holder of record of the stock entitled to vote
thereat, at his address, as it appears on the books of the
Corporation.
At an annual meeting of shareholders, only such business
shall be conducted as shall have been properly brought before the
annual meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of the annual
meeting (or any supplement thereto) given by or at the direction
of the Board, or (ii) otherwise properly brought before the
annual meeting by a shareholder. For business to be properly
brought before an annual meeting by a shareholder, including the
nomination of any person (other than a person nominated by or at
the direction of the Board) for election to the Board, the
shareholder must have given timely and proper written notice to
the Corporate Secretary of the Corporation. To be timely, the
shareholder's written notice must be received at the principal
executive office of the Corporation not less than forty-five days
before the date corresponding to the mailing date of the notice
and proxy materials for the prior year's annual meeting of
shareholders; provided, however, that if the annual meeting to
which the shareholder's written notice relates is to be held on a
date that differs by more than thirty days from the date of the
last annual meeting of shareholders, the shareholder's written
notice to
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be timely must be so received not later than the close
of business on the tenth day following the date on which public
disclosure of the date of the annual meeting is made or given to
shareholders. To be proper, the shareholder's written notice
must set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting, (b) the
name and address of the shareholder as they appear on the
Corporation's books, (c) the class and number of shares of the
Corporation that are beneficially owned by the shareholder, and
(d) any material interest of the shareholder in such business.
In addition, if the shareholder's written notice relates to the
nomination at the annual meeting of any person for election to
the Board, such notice to be proper must also set forth (a) the
name, age, business address, and residence address of each person
to be so nominated, (b) the principal occupation or employment of
each such person, (c) the number of shares of capital stock of
the Corporation beneficially owned by each such person, and (d)
such other information concerning each such person as would be
required under the rules of the Securities and Exchange
Commission in a proxy statement soliciting proxies for the
election of such person as a Director, and must be accompanied by
a consent, signed by each such person, to serve as a Director of
the Corporation if elected. Notwithstanding anything in the
Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth
in this Section.
3. Special Meetings. Special meetings of the shareholders
shall be called by the Corporate Secretary or an Assistant
Corporate Secretary at any time on order of the Board of
Directors, the Chairman of the Board, the Vice Chairman of the
Board, the Chairman of the Executive Committee, or the President.
Special meetings of the shareholders shall also be called by the
Corporate Secretary or an Assistant Corporate Secretary upon the
written request of holders of shares entitled to cast not less
than ten percent of the votes at the meeting. Such request shall
state the purposes of the meeting, and shall be delivered to the
Chairman of the Board, the Vice Chairman of the Board, the
Chairman of the Executive Committee, the President, or the
Corporate Secretary.
A special meeting so requested shall be held on the date
requested, but not less than thirty-five nor more than sixty days
after the date of the original request. Written notice of each
special meeting of shareholders, stating the place, day, and hour
of such meeting and the business proposed to be transacted
thereat, shall be given in the manner stipulated in Article I,
Section 2, Paragraph 3 of these Bylaws within twenty days after
receipt of the written request.
4. Attendance at Meetings. At any meeting of the
shareholders, each holder of record of stock entitled to vote
thereat may attend in person or may designate an agent or a
reasonable number of agents, not to exceed three to attend the
meeting and cast votes for his or her shares. The authority of
agents must be evidenced by a written proxy signed by the
shareholder designating the agents authorized to attend the
meeting and be delivered to the Corporate Secretary of the
Corporation prior to the commencement of the meeting.
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5. Shareholder Action by Written Consent. Subject to
Section 603 of the California Corporations Code, any action
which, under any provision of the California Corporations Code,
may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice if a consent
in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to
vote thereon were present and voted.
Any party seeking to solicit written consent from
shareholders to take corporate action must deliver a notice to
the Corporate Secretary of the Corporation which requests the
Board of Directors to set a record date for determining
shareholders entitled to give such consent. Such written request
must set forth as to each matter the party proposes for
shareholder action by written consents (a) a brief description of
the matter and (b) the class and number of shares of the
Corporation that are beneficially owned by the requesting party.
Within ten days of receiving the request in the proper form, the
Board shall set a record date for the taking of such action by
written consent in accordance with California Corporations Code
Section 701 and Article IV, Section 1 of these Bylaws. If the
Board fails to set a record date within such ten-day period, the
record date for determining shareholders entitled to give the
written consent for the matters specified in the notice shall be
the day on which the first written consent is given in accordance
with California Corporations Code Section 701.
Each written consent delivered to the Corporation must set
forth (a) the action sought to be taken, (b) the name and address
of the shareholder as they appear on the Corporation's books, (c)
the class and number of shares of the Corporation that are
beneficially owned by the shareholder, (d) the name and address
of the proxyholder authorized by the shareholder to give such
written consent, if applicable, and (d) any material interest of
the shareholder or proxyholder in the action sought to be taken.
Consents to corporate action shall be valid for a maximum of
sixty days after the date of the earliest dated consent delivered
to the Corporation. Consents may be revoked by written notice
(i) to the Corporation, (ii) to the shareholder or shareholders
soliciting consents or soliciting revocations in opposition to
action by consent proposed by the Corporation (the "Soliciting
Shareholders"), or (iii) to a proxy solicitor or other agent
designated by the Corporation or the Soliciting Shareholders.
Within three business days after receipt of the earliest
dated consent solicited by the Soliciting Shareholders and
delivered to the Corporation in the manner provided in California
Corporations Code Section 603 or the determination by the Board
of Directors of the Corporation that the Corporation should seek
corporate action by written consent, as the case may be, the
Corporate Secretary shall engage nationally recognized
independent inspectors of elections for the purpose of performing
a ministerial review of the validity of the consents and
revocations. The cost of retaining inspectors of election shall
be borne by the Corporation.
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Consents and revocations shall be delivered to the
inspectors upon receipt by the Corporation, the Soliciting
Shareholders or their proxy solicitors, or other designated
agents. As soon as consents and revocations are received, the
inspectors shall review the consents and revocations and shall
maintain a count of the number of valid and unrevoked consents.
The inspectors shall keep such count confidential and shall not
reveal the count to the Corporation, the Soliciting Shareholder
or their representatives, or any other entity. As soon as
practicable after the earlier of (i) sixty days after the date of
the earliest dated consent delivered to the Corporation in the
manner provided in California Corporations Code Section 603, or
(ii) a written request therefor by the Corporation or the
Soliciting Shareholders (whichever is soliciting consents),
notice of which request shall be given to the party opposing the
solicitation of consents, if any, which request shall state that
the Corporation or Soliciting Shareholders, as the case may be,
have a good faith belief that the requisite number of valid and
unrevoked consents to authorize or take the action specified in
the consents has been received in accordance with these Bylaws,
the inspectors shall issue a preliminary report to the
Corporation and the Soliciting Shareholders stating: (a) the
number of valid consents, (b) the number of valid revocations,
(c) the number of valid and unrevoked consents, (d) the number of
invalid consents, (e) the number of invalid revocations, and (f)
whether, based on their preliminary count, the requisite number
of valid and unrevoked consents has been obtained to authorize or
take the action specified in the consents.
Unless the Corporation and the Soliciting Shareholders shall
agree to a shorter or longer period, the Corporation and the
Soliciting Shareholders shall have forty-eight hours to review
the consents and revocations and to advise the inspectors and the
opposing party in writing as to whether they intend to challenge
the preliminary report of the inspectors. If no written notice
of an intention to challenge the preliminary report is received
within forty-eight hours after the inspectors' issuance of the
preliminary report, the inspectors shall issue to the Corporation
and the Soliciting Shareholders their final report containing the
information from the inspectors' determination with respect to
whether the requisite number of valid and unrevoked consents was
obtained to authorize and take the action specified in the
consents. If the Corporation or the Soliciting Shareholders
issue written notice of an intention to challenge the inspectors'
preliminary report within forty-eight hours after the issuance of
that report, a challenge session shall be scheduled by the
inspectors as promptly as practicable. A transcript of the
challenge session shall be recorded by a certified court
reporter. Following completion of the challenge session, the
inspectors shall as promptly as practicable issue their final
report to the Soliciting Shareholders and the Corporation, which
report shall contain the information included in the preliminary
report, plus all changes in the vote totals as a result of the
challenge and a certification of whether the requisite number of
valid and unrevoked consents was obtained to authorize or take
the action specified in the consents. A copy of the final report
of the inspectors shall be included in the book in which the
proceedings of meetings of shareholders are recorded.
Unless the consent of all shareholders entitled to vote have
been solicited in writing, the Corporation shall give prompt
notice to the shareholders in accordance with
<PAGE>
California Corporations Code Section 603 of the results of any
consent solicitation or the taking of the corporate action without
a meeting and by less than unanimous written consent.
Article II.
DIRECTORS.
1. Number. As stated in Section I of Article Third of
this Corporation's Articles of Incorporation, the authorized
number of directors of this Corporation can be no less than nine
(9) nor more than seventeen (17), with the exact number within
the range determined by this Corporation's Board of Directors.
The exact number of directors within the range shall be thirteen
(13), unless and until the Board of Directors fixes a different
number within the range through amendment of these Bylaws which
amendment may be adopted solely by the Board of Directors.
2. Powers. The Board of Directors shall exercise all the
powers of the Corporation except those which are by law, or by
the Articles of Incorporation of this Corporation, or by the
Bylaws conferred upon or reserved to the shareholders.
3. Executive Committee. There shall be an Executive
Committee of the Board of Directors consisting of the Chairman of
the Committee, the Chairman of the Board, if these offices be
filled, the President, and four Directors who are not officers of
the Corporation. The members of the Committee shall be elected,
and may at any time be removed, by a two-thirds vote of the whole
Board.
The Executive Committee, subject to the provisions of law,
may exercise any of the powers and perform any of the duties of
the Board of Directors; but the Board may by an affirmative vote
of a majority of its members withdraw or limit any of the powers
of the Executive Committee.
The Executive Committee, by a vote of a majority of its
members, shall fix its own time and place of meeting, and shall
prescribe its own rules of procedure. A quorum of the Committee
for the transaction of business shall consist of three members.
4. Time and Place of Directors' Meetings. Regular
meetings of the Board of Directors shall be held on such days and
at such times and at such locations as shall be fixed by
resolution of the Board, or designated by the Chairman of the
Board or, in his absence, the Vice Chairman of the Board, or the
President of the Corporation and contained in the notice of any
such meeting. Notice of meetings shall be delivered personally
or sent by mail or telegram at least seven days in advance.
5. Special Meetings. The Chairman of the Board, the Vice
Chairman of the Board, the Chairman of the Executive Committee,
the President, or any five directors
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may call a special meeting of the Board of Directors at any time.
Notice of the time and place of special meetings shall be given
to each Director by the Corporate Secretary. Such notice shall
be delivered personally or by telephone to each Director at least
four hours in advance of such meeting, or sent by first-class mail
or telegram, postage prepaid, at least two days in advance of such
meeting.
6. Quorum. A quorum for the transaction of business at
any meeting of the Board of Directors shall consist of six
members.
7. Action by Consent. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting
if all Directors individually or collectively consent in writing
to such action. Such written consent or consents shall be filed
with the minutes of the proceedings of the Board of Directors.
8. Meetings by Conference Telephone. Any meeting, regular
or special, of the Board of Directors or of any committee of the
Board of Directors, may be held by conference telephone or
similar communication equipment, provided that all Directors
participating in the meeting can hear one another.
Article III.
OFFICERS.
1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman of the Board, a Chairman
of the Executive Committee (whenever the Board of Directors in
its discretion fills these offices), a President, a Chief
Financial Officer, a General Counsel, one or more Vice
Presidents, a Corporate Secretary and one or more Assistant
Corporate Secretaries, a Treasurer and one or more Assistant
Treasurers, and a Controller, all of whom shall be elected by the
Board of Directors. The Chairman of the Board, the Vice Chairman
of the Board, the Chairman of the Executive Committee, and the
President shall be members of the Board of Directors.
2. Chairman of the Board. The Chairman of the Board, if
that office be filled, shall preside at all meetings of the
shareholders and of the Directors, and shall preside at all
meetings of the Executive Committee in the absence of the
Chairman of that Committee. He shall be the chief executive
officer of the Corporation if so designated by the Board of
Directors. He shall have such duties and responsibilities as may
be prescribed by the Board of Directors or the Bylaws. The
Chairman of the Board shall have authority to sign on behalf of
the Corporation agreements and instruments of every character,
and, in the absence or disability of the President, shall
exercise the President's duties and responsibilities.
3. Vice Chairman of the Board. The Vice Chairman of the
Board, if that office be filled, shall have such duties and
responsibilities as may be prescribed by the
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Board of Directors, the Chairman of the Board, or the Bylaws.
He shall be the chief executive officer of the Corporation if so
designated by the Board of Directors. In the absence of the
Chairman of the Board, he shall preside at all meetings of the
Board of Directors and of the shareholders; and, in the absence
of the Chairman of the Executive Committee and the Chairman of the
Board, he shall preside at all meetings of the Executive Committee.
The Vice Chairman of the Board shall have authority to sign on behalf
of the Corporation agreements and instruments of every character.
4. Chairman of the Executive Committee. The Chairman of
the Executive Committee, if that office be filled, shall preside
at all meetings of the Executive Committee. He shall aid and
assist the other officers in the performance of their duties and
shall have such other duties as may be prescribed by the Board of
Directors or the Bylaws.
5. President. The President shall have such duties and
responsibilities as may be prescribed by the Board of Directors,
the Chairman of the Board, or the Bylaws. He shall be the chief
executive officer of the Corporation if so designated by the
Board of Directors. If there be no Chairman of the Board, the
President shall also exercise the duties and responsibilities of
that office. The President shall have authority to sign on
behalf of the Corporation agreements and instruments of every
character.
6. Chief Financial Officer. The Chief Financial Officer
shall be responsible for the overall management of the financial
affairs of the Corporation. He shall render a statement of the
Corporation's financial condition and an account of all
transactions whenever requested by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, or the
President.
The Chief Financial Officer shall have such other duties as
may from time to time be prescribed by the Board of Directors,
the Chairman of the Board, the Vice Chairman of the Board, the
President, or the Bylaws.
7. General Counsel. The General Counsel shall be
responsible for handling on behalf of the Corporation all
proceedings and matters of a legal nature. He shall render
advice and legal counsel to the Board of Directors, officers, and
employees of the Corporation, as necessary to the proper conduct
of the business. He shall keep the management of the Corporation
informed of all significant developments of a legal nature
affecting the interests of the Corporation.
The General Counsel shall have such other duties as may from
time to time be prescribed by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the
President, or the Bylaws.
8. Vice Presidents. Each Vice President, if those offices
are filled, shall have such duties and responsibilities as may be
prescribed by the Board of Directors, the Chairman of the Board,
the Vice Chairman of the Board, the President, or the Bylaws.
Each Vice President's authority to sign agreements and
instruments on behalf
<PAGE>
of the Corporation shall be as prescribed by the Board of Directors.
The Board of Directors, the Chairman of the Board, the Vice Chairman
of the Board, or the President may confer a special title upon any
Vice President.
9. Corporate Secretary. The Corporate Secretary shall
attend all meetings of the Board of Directors and the Executive
Committee, and all meetings of the shareholders, and he shall
record the minutes of all proceedings in books to be kept for
that purpose. He shall be responsible for maintaining a proper
share register and stock transfer books for all classes of shares
issued by the Corporation. He shall give, or cause to be given,
all notices required either by law or the Bylaws. He shall keep
the seal of the Corporation in safe custody, and shall affix the
seal of the Corporation to any instrument requiring it and shall
attest the same by his signature.
The Corporate Secretary shall have such other duties as may
be prescribed by the Board of Directors, the Chairman of the
Board, the Vice Chairman of the Board, the President, or the
Bylaws.
The Assistant Corporate Secretaries shall perform such
duties as may be assigned from time to time by the Board of
Directors, the Chairman of the Board, the Vice Chairman of the
Board, the President, or the Corporate Secretary. In the absence
or disability of the Corporate Secretary, his duties shall be
performed by an Assistant Corporate Secretary.
10. Treasurer. The Treasurer shall have custody of all
moneys and funds of the Corporation, and shall cause to be kept
full and accurate records of receipts and disbursements of the
Corporation. He shall deposit all moneys and other valuables of
the Corporation in the name and to the credit of the Corporation
in such depositaries as may be designated by the Board of
Directors or any employee of the Corporation designated by the
Board of Directors. He shall disburse such funds of the
Corporation as have been duly approved for disbursement.
The Treasurer shall perform such other duties as may from
time to time be prescribed by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the
President, the Chief Financial Officer, or the Bylaws.
The Assistant Treasurers shall perform such duties as may be
assigned from time to time by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the
President, the Chief Financial Officer, or the Treasurer. In the
absence or disability of the Treasurer, his duties shall be
performed by an Assistant Treasurer.
11. Controller. The Controller shall be responsible for
maintaining the accounting records of the Corporation and for
preparing necessary financial reports and statements, and he
shall properly account for all moneys and obligations due the
Corporation and all properties, assets, and liabilities of the
Corporation. He shall render to the officers such periodic
reports covering the result of operations of the Corporation as
may be required by them or any one of them.
<PAGE>
The Controller shall have such other duties as may from time
to time be prescribed by the Board of Directors, the Chairman of
the Board, the Vice Chairman of the Board, the President, the
Chief Financial Officer, or the Bylaws. He shall be the
principal accounting officer of the Corporation, unless another
individual shall be so designated by the Board of Directors.
Article IV.
MISCELLANEOUS.
1. Record Date. The Board of Directors may fix a time in
the future as a record date for the determination of the
shareholders entitled to notice of and to vote at any meeting of
shareholders, or entitled to receive any dividend or
distribution, or allotment of rights, or to exercise rights in
respect to any change, conversion, or exchange of shares. The
record date so fixed shall be not more than sixty nor less than
ten days prior to the date of such meeting nor more than sixty
days prior to any other action for the purposes for which it is
so fixed. When a record date is so fixed, only shareholders of
record on that date are entitled to notice of and to vote at the
meeting, or entitled to receive any dividend or distribution, or
allotment of rights, or to exercise the rights, as the case may
be.
2. Transfers of Stock. Upon surrender to the Corporate
Secretary or Transfer Agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, and payment of
transfer taxes, the Corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate, and
record the transaction upon its books. Subject to the foregoing,
the Board of Directors shall have power and authority to make
such rules and regulations as it shall deem necessary or
appropriate concerning the issue, transfer, and registration of
certificates for shares of stock of the Corporation, and to
appoint and remove Transfer Agents and Registrars of transfers.
3. Lost Certificates. Any person claiming a certificate
of stock to be lost, stolen, mislaid, or destroyed shall make an
affidavit or affirmation of that fact and verify the same in such
manner as the Board of Directors may require, and shall, if the
Board of Directors so requires, give the Corporation, its
Transfer Agents, Registrars, and/or other agents a bond of
indemnity in form approved by counsel, and in amount and with
such sureties as may be satisfactory to the Corporate Secretary
of the Corporation, before a new certificate may be issued of the
same tenor and for the same number of shares as the one alleged
to have been lost, stolen, mislaid, or destroyed.
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Article V.
AMENDMENTS.
1. Amendment by Shareholders. Except as otherwise
provided by law, these Bylaws, or any of them, may be amended or
repealed or new Bylaws adopted by the affirmative vote of a
majority of the outstanding shares entitled to vote at any
regular or special meeting of the shareholders.
2. Amendment by Directors. To the extent provided by law,
these Bylaws, or any of them, may be amended or repealed or new
Bylaws adopted by resolution adopted by a majority of the members
of the Board of Directors.
