UNITED STATES
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 (date of earliest event reported):
January 1, 1998
COMMISSION FILE NO. 0-25842
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
(formerly, PACIFIC GAS TRANSMISSION COMPANY)
(Exact name of registrant as specified in its charter)
California 94-1512922
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
2100 SW River Parkway, Portland, OR 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 833-4000
<PAGE>
Item 5. Other Events
Effective January 1, 1998, Pacific Gas Transmission Company changed its
name to PG&E Gas Transmission, Northwest Corporation (PG&E GT-NW). PG&E GT-NW is
an interstate natural gas pipeline company regulated by the Federal Energy
Regulatory Commission. PG&E GT-NW is affiliated with, but is not the same
company as, Pacific Gas and Electric Company (PG&E), the gas and electric
company serving Northern California. PG&E Corporation is the ultimate corporate
parent for both PG&E GT-NW and PG&E.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed as part of this Form 8-K:
Exhibit No. Exhibit
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3.1 Restated Articles of Incorporation of Pacific Gas
Transmission Company effective January 1, 1998.
3.2 Bylaws of PG&E Gas Transmission, Northwest
Corporation as amended January 1, 1998.
Pursuant to the requirements of Section 13 or 15(d)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 GAS TRANSMISSION, NORTHWEST CORPORATION
By: /s/ STANLEY C. KARCZEWSKI
----------------------------------------
Stanley C. Karczewski
Vice President of Finance and Controller
and Chief Financial Officer
Dated: January 14, 1998
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION OF
PACIFIC GAS TRANSMISSION COMPANY
JACK F. JENKINS-STARK and LESLIE H. EVERETT certify that:
1. They are the Chairman of the Board and the Secretary, respectively, of
Pacific Gas Transmission Company, a California corporation.
2. The Articles of Incorporation of the corporation, as amended to the date
of the filing of this certificate, including the amendment set forth herein but
not separately filed (and with the omissions required by Section 910 of the
Corporations Code), are amended and restated as follows:
First: That the name of this corporation is PG&E Gas Transmission,
Northwest Corporation.
Second: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
Third: The corporation elects to be governed by all of the provisions of
the General Corporation Law (as added to the California Corporations Code
effective January 1, 1977, and as subsequently amended) not otherwise applicable
to this corporation under Chapter 23 of said General Corporation Law.
Fourth: The corporation is authorized to issue two classes of shares
designated respectively "Common Stock" and "Preferred Stock." The total number
of shares of Common Stock is 1,000, and the total number of shares of Preferred
Stock which the corporation is authorized to issue is 5,000,000. The Preferred
Stock may be issued from time to time in one or more series. The Board of
Directors is authorized to fix the number of shares of any series of Preferred
Stock and to determine the designation of any such series. The Board of
Directors is also authorized, except as to matters fixed as to Preferred Stock
in this Article Fourth, to determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
such series subsequent to the issue of shares of that series.
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Except as therwise provided by law, the holders of Common Stock shall have and
possess the exclusive right to notice of shareholders' meetings and the
exclusive voting rights and powers, and the holders of Preferred Stock shall not
be entitled to notice of any shareholders' meetings or to vote on the election
of directors or on any other matter.
Fifth: The shares of stock may be offered for sale for money or in exchange
for property, from time to time upon such terms and conditions as the board of
directors may prescribe.
Sixth: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
Seventh: The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through Bylaws,
resolutions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code.
3. The foregoing amendment and the restatement of the Articles of
Incorporation of the corporation have been duly approved by the Board of
Directors.
4. The foregoing amendment and restatement of the Articles of Incorporation
has been duly approved by the required vote of the shareholders in accordance
with Section 902 of the California Corporations Code. The corporation has only
one class of shares outstanding. The total number of outstanding shares of the
corporation entitled to vote on the amendment is 1,000. The number of shares
voting in favor of the amendment exceeded the vote required. The percentage vote
required was more than 50%.
5. The undersigned have read and understand Section 110(c) of the
California Corporations Code, and further understand and acknowledge that these
Restated Articles of Incorporation will be effective as of 12:01 a.m. PST on
January 1, 1998.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATED: December 31, 1997.
/s/ JACK JENKINS-STARK
-----------------------
Jack Jenkins-Stark
Chairman of the Board
/s/ LESLIE H. EVERETT
-----------------------
Leslie H. Everett
Secretary
EXHIBIT 3.2
BYLAWS
OF
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
As amended January 1, 1998
ARTICLE I.
SHAREHOLDERS
1. Place of Meeting. All meetings of the shareholders shall be held at any
place within or outside 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. Any proper
business pertaining to the affairs of the Corporation may be transacted at the
annual meeting.
3. Written notice of the annual meeting shall be given not less than ten
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.
4. Notice of any meeting of the shareholders shall be given either
personally or 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.
5. 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 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 Chairman of the Executive Committee, the
President, or the Secretary.
<PAGE>
6. 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 receipt 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.
7. 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.
ARTICLE II.
DIRECTORS
1. Number. The Board of Directors shall consist of three (3) to eight (8)
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. The Board of Directors, by a two-thirds vote of the
whole Board, shall elect from their number an Executive Committee. Such
Executive Committee shall consist of the Chairman of the Board and such other
number of Directors as the Board of Directors deems appropriate. The members of
the Executive Committee shall hold office and serve at the pleasure of the Board
of Directors, and may be removed at any time by an affirmative vote of
two-thirds of the whole Board.
4. 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.
5. 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 two members.
6. Other Committees. The Board of Directors may, subject to the provisions
of law, by resolution passed by two-thirds of the whole Board, designate one or
more other committees, each such committee to consist of one or more Directors
of the Corporation. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.
7. 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 President of the Corporation and contained in the
notice of any such meeting. Notice of regular meetings shall be delivered
personally or sent by mail or telegram at least seven days in advance. A meeting
of the Board of Directors shall also be held immediately after each annual
meeting of the shareholders.
<PAGE>
8. Special Meetings. The Chairman of the Board, the Chairman of the
Executive Committee, the President, or any one Director 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.
9. Quorum. A quorum for the transaction of business at any meeting of the
Board of Directors shall consist of a majority of the Directors then in office.
10. 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.
11. Method of Meeting. Any meeting, regular or special, of the Board of
Directors or any committee of the Board, including the Executive Committee, may
be held by conference telephone or similar communication equipment as long as
all Directors participating in the meeting can hear one another. Directors
participating in any meeting in this fashion shall be deemed to be present in
person at such meeting.
12. Election and Term of Office. The Directors shall be elected at each
annual meeting of shareholders; but, if any such annual meeting is not held or
the Directors are not elected thereat, the Directors may be elected at any
special meeting of shareholders held for that purpose. Notwithstanding the
foregoing provision of this paragraph, all Directors shall hold office until
their respective successors are duly elected and qualified.
13. Vacancies. Vacancies on the Board of Directors, except vacancies
created by removal of a Director, may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until a successor is elected at an annual
or a special meeting of the shareholders.
ARTICLE III.
OFFICERS
1. Officers. The officers of the Corporation shall be a 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, and a Controller, all of whom shall be
elected by the Board of Directors. Any two or more offices, except those of
President and Secretary, may be held by the same person.
<PAGE>
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. 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, and in the absence of the Chairman of the Board, shall
preside at all meetings of the Board of Directors and of the shareholders. The
Chairman of the Executive Committee, in the absence or disability of the
Chairman of the Board and the President, shall exercise their duties and
responsibilities. 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.
4. 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 and
no Chairman of the Executive Committee available and able to act, the President
shall also exercise the duties and responsibilities of both those offices. The
President shall have authority to sign on behalf of the Corporation agreements
and instruments of every character.
5. Chief Executive Officer. The Chief Executive Officer, if that office be
filled, shall have such duties as may be prescribed by the Board of Directors,
the Chairman of the Board or the Bylaws.
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 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 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.
8. The Secretary shall have such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board, the President, or the Bylaws.
<PAGE>
9. 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
President, or the Secretary. In the absence or disability of the Secretary, his
duties shall be performed by an Assistant 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 depositories as may be designated by the Board of Directors.
He shall disburse such funds of the Corporation as have been duly approved for
disbursement.
11. 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
President, or the Bylaws.
12. 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
President, or the Treasurer. In the absence or disability of the Treasurer, his
duties shall be performed by an Assistant Treasurer.
13. 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.
14. 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
President, or the Bylaws.
15. 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 Chairman of the Board, the Chairman of
the Executive Committee, and the President such periodic reports covering the
results of operations of the Corporation as may be required by them or any one
of them.
16. 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 President,
or the Bylaws.
<PAGE>
ARTICLE IV.
GENERAL CORPORATE MATTERS
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, conversions 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
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. Transfer 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.
4. Annual Report to Shareholders. For so long as this Corporation has fewer
than 100 shareholders, the annual report to shareholders referred to in Section
1501 of the California General Corporation Law is expressly dispensed with, but
nothing herein shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the shareholders of the corporation
as they consider proper.
5. Corporate Contracts and Instruments. The Board of Directors, except as
otherwise provided in these Bylaws, may authorize any officer or officers, agent
or agents, to enter into any contract or execute any instrument in the name of
and on behalf of the Corporation, and this authority may be general or confined
to specific instances; and, unless so authorized or ratified by the Board of
Directors or within the agency power of an officer, and except as provided in
these Bylaws, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.
<PAGE>
6. Construction and Definitions. Unless the contract requires otherwise,
the general provisions, rules of construction, and definitions in the California
General Corporation Law shall govern the construction of these Bylaws.
7. Shares of Other Corporations: How Voted. Shares of other corporations
standing in the name of this Corporation shall be voted by one of the following
persons, listed in order of preference: (1) the Chairman of the Board, or person
designated by the Chairman of the Board; (2) the President, or person designated
by the President; (3) the Secretary, or person designated by the Secretary; (4)
any other person designated by the Board of Directors. The authority to vote
share granted by this section includes the authority to execute a proxy in the
name of this Corporation for purposes of voting the shares.
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.
