Exhibit 3.2
Bylaws
of
Pacific Gas and Electric Company
as amended as of June 19, 1996
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 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.
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 shall consist of sixteen (16)
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 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 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, 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.
4. Employee's Stock Purchase Plan. Subject to any limitation
contained in the Articles of Incorporation, the Board of Directors may
in it discretion, from time to time, authorize the issue and sale of
shares of capital stock of this Corporation to employees, pursuant to
an employee's stock purchase plan, for such consideration as the Board
shall determine to be reasonable. Such plan may provide for payment
for such shares by installments over a period of time fixed by the
Board. In any
such plan, the Board may provide for interest on any installment
payments, and that an employee may cancel his agreement to purchase
all or part of the shares thereunder. The Board may fix such other
terms and conditions for any such plan as it shall deem, in its
discretion, to be in the best interests of this Corporation. Any such
plan may include employees of: This Corporation's subsidiaries and
affiliates; Pacific Service Employees Association; Pacific Service
Federal Credit Union; and such other associated organizations as may
be approved by the Board.
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.