Exhibit 3.2
Bylaws
of
Pacific Gas and Electric Company
amended as of August 22, 2000
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 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 Secretary or an Assistant 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 Secretary or an Assistant 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 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 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 Secretary of the Corporation prior to
the commencement of the meeting.
5. No Cumulative Voting. No shareholder of the Corporation
shall be entitled to cumulate his or her voting power.
Article II.
DIRECTORS.
1. Number. The Board of Directors of this Corporation shall
consist of such number of directors, not less than nine (9) nor more
than seventeen (17). The exact number of directors shall be
twelve (12) 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 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 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, one or more Vice Presidents, a
Secretary and one or more Assistant Secretaries, a Treasurer and one
or more Assistant Treasurers, a General Counsel, a General Attorney
(whenever the Board of Directors in its discretion fills this office),
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,
of the Directors, and 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 his 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
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. Vice Presidents. Each Vice President 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 Directors, the
Chairman of the Board, the Vice Chairman of the Board, or the
President may confer a special title upon any Vice President.
7. Secretary. The 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 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 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
Secretary. In the absence or disability of the Secretary, his duties
shall be performed by an Assistant Secretary.
8. 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, or the Bylaws.
The Assistant Treasurer 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
Treasurer. In the absence or disability of the Treasurer, his duties
shall be performed by an Assistant Treasurer.
9. 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.
10. 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.
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, 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 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 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.
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.
