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.
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
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Jack Jenkins-Stark
Chairman of the Board
/s/ LESLIE H. EVERETT
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Leslie H. Everett
Secretary