Exhibit 3.1
Bylaws
of
PG&E Corporation
amended as of June 21, 2000
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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
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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 paragraph I of Article Third of this
Corporation's Articles of Incorporation, the Board of Directors of
this Corporation shall consist of such number of directors, not less
than seven (7) nor more than thirteen (13). The exact number of
directors shall be ten (10) until changed, within the limits specified
above, by an amendment to this Bylaw duly adopted by the Board of
Directors or the shareholders.
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. Committees. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate
and appoint one or more committees as the Board deems appropriate,
each consisting of two or more directors, to serve at the pleasure of
the Board; provided, however, that, as required by this Corporation's
Articles of Incorporation, the members of the Executive Committee
(should the Board of Directors designate an Executive Committee) must
be appointed by the affirmative vote of two-thirds of the authorized
number of directors. Any such committee, including the Executive
Committee, shall have the authority to act in the manner and to the
extent provided in the resolution of the Board of Directors
designating such committee and may have all the authority of the Board
of Directors, except with respect to the matters set forth in
California Corporations Code Section 311.
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 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
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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 or any committee thereof shall
consist of one-third of the authorized number of directors or
committee members, or two, whichever is larger.
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 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
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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 of
the Corporation shall be as prescribed by the Board of Directors. The
Board of
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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.
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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.
