EXHIBIT 3.2
BYLAWS
OF
Pacific Gas Transmission Company
As amended January 24, 1997
ARTICLE 1.
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 at 11:00 a.m. on the first Thursday after the
first Monday in April, if not a legal holiday, or if a legal
holiday, then on the next business day following. Any proper
business pertaining to the affairs of the Corporation may be
transacted at the annual meeting.
Written notice of the annual meeting shall be given not less
than ten or 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
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.
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 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.
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.
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.
ARTICLE II.
DIRECTORS
1. Number. The Board of Directors shall consist of five
(5) 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 Committee, if that office be filled, the Chairman of
the Board, the President, and two other Directors. The members of
the Executive Committee shall hold office 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.
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 two 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 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. A meeting of the Board of Directors shall also be held
immediately after each annual meeting of the shareholders.
5. Special Meetings. The Chairman of the Board, the Chairman
of the Executive Committee, the President, or any four 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 three 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. 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.
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. The Chairman of the Board, the Chairman of the
Executive Committee, and the President shall be members of the
Board of Directors. Any two or more offices, except those of
President and Secretary, may be held by the same person.
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. 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.
6. 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 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 President, or the Secretary. In the absence or
disability of the Secretary, his duties shall be performed by an
Assistant Secretary.
7. 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.
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.
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.
8. 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 President, or the Bylaws.
9. 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.
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.
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.
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, provided, however, that the range for the authorized
number of directors may be changed only by an amendment of the
Articles of Incorporation.
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, provided, however, that the Board of Directors may
adopt a Bylaw or amendment of a Bylaw changing the authorized
number of directors only for the purpose of fixing the exact
number of directors within the limits specified in the Articles of
Incorporation.