Exhibit 3.1
Bylaws
of
PG&E Corporation
amended as of April 21, 1999
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.
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.
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 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 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 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.
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.
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.