EXHIBIT 3.01
BYLAWS OF SAN DIEGO GAS & ELECTRIC COMPANY
As of September 1, 1998
ARTICLE ONE
Corporate Management
The business and affairs of the corporation shall be managed, and
all corporate powers shall be exercised, by or under the direction
of the Board of Directors ("the Board"), subject to the Articles
of Incorporation and the California Corporations Code.
ARTICLE TWO
Officers
Section 1. Designation. The officers of the corporation shall
consist of a Chairman of the Board ("Chairman") or a President, or
both, one or more Vice Presidents, a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, a Controller, one or more Assistant Controllers, and
such other officers as the Board may from time to time elect. Any
two or more of such offices may be held by the same person.
Section 2. Term. The officers shall be elected by the Board as
soon as possible after the annual meeting of the Shareholders, and
shall hold office for one year or until their successors are duly
elected. Any officers may be removed from office at any time,
with or without cause, by the vote of a majority of the authorized
number of Directors. The Board may fill vacancies or elect new
officers at any time.
Section 3. Chairman. The Chairman, or any officer designated by
the Chairman, shall preside over meetings of the Shareholders and
of the Board. The Chairman shall perform all other duties
designated by the Board.
Section 4. The President. The President shall have the general
management and direction of the affairs of the corporation,
subject to the control of the Board. In the absence or disability
of the Chairman, the President shall perform the duties and
exercise the powers of the Chairman.
Section 5. Vice Presidents. The Vice Presidents, one of whom
shall be the Chief Financial Officer, shall have such duties as
the President or the Board shall designate.
Section 6. Chief Financial Officer. The Chief Financial Officer
shall be responsible for the issuance of securities and the
management of the corporation's cash, receivables and temporary
investments.
Section 7. Secretary and Assistant Secretary. The Secretary shall
attend all meetings of the Shareholders and the Board, keep a true
and accurate record of the proceedings of all such meetings and
attest the same by his or her signature, have charge of all books,
documents and papers which appertain to the office, have custody
of the corporate seal and affix it to all papers and documents
requiring sealing, give all notices of meetings, have the custody
of the books of stock certificates and transfers, issue all stock
certificates, and perform all other duties usually appertaining to
the office and all duties designated by the bylaws, the President
or the Board. In the absence of the Secretary, any Assistant
Secretary may perform the duties and shall have the powers of the
Secretary.
Section 8. Treasurer and Assistant Treasurer. The Treasurer shall
perform all duties usually appertaining to the office and all
duties designated by the President or the Board. In the absence
of the Treasurer, any Assistant Treasurer may perform the duties
and shall have all the powers of the Treasurer.
Section 9. Controller and Assistant Controller. The Controller
shall be responsible for establishing financial control policies
for the corporation, shall be its principal accounting officer,
and shall perform all duties usually appertaining to the office
and all duties designated by the President or the Board. In the
absence of the Controller, any Assistant Controller may perform
the duties and shall have all the powers of the Controller.
Section 10. Chief Executive Officer. Either the Chairman or the
President shall be the Chief Executive Officer.
Section 11. Chief Operating Officer. Either the President or any
Vice President shall be the Chief Operating Officer.
ARTICLE THREE
Directors
Section 1. Number. The authorized number of Directors shall be
from a minimum of seven to a maximum of seventeen, unless changed
by the vote or written consent of holders of a majority of
outstanding shares entitled to vote. The Board of Directors shall
fix by resolution the number of Directors comprising the Board
within the stated minimum and maximum number at its discretion and
without Shareholder approval.
Section 2. Election. A Board shall be elected at each annual
meeting of the Shareholders, at any adjournment thereof, or at any
special meeting of the Shareholders called for that purpose. The
Directors shall hold office for one year or until their successors
are duly elected. Any candidate nominated by management for
election to the Board shall be so nominated without regard to his
or her sex, race, color or creed.
Section 3. Vacancies. Vacancies in the Board may be filled by a
majority of the remaining Directors, though less than a quorum,
and each Director so elected shall hold office for the unexpired
term and until his or her successor is elected.
Section 4. Compensation. Members of the Board shall receive such
compensation as the Board may from time to time determine.
Section 5. Regular Meetings. A regular meeting of the Board shall
be held without other notice than this bylaw immediately after
each annual meeting of the Shareholders, and at such other times
as provided for by resolution, at the principal office of the
corporation. The Board may cancel, or designate a different date,
time or place for any regular meeting.
Section 6. Special Meetings. Special meetings of the Board may be
called at any time by the Chairman, the President or any two
Directors.
Section 7. Notice of Meetings. Written notice shall be given to
each Director of the date, time and place of each regular meeting
and each special meeting of the Board. If given by mail, such
notice shall be mailed to each Director at least four days before
the date of such meeting, or such notice may be given to each
Director personally or by telegram at least 48 hours before the
time of such meeting. Every notice of special meeting shall state
the purpose for which such meeting is called. Notice of a meeting
need not be given to any Director who signs a waiver of notice,
whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack
of notice to such Director.
Section 8. Quorum. A majority of the authorized number of
Directors shall be necessary to constitute a quorum for the
transaction of business, and every act or decision of a majority
of the Directors present at a meeting at which a quorum is present
shall be valid as the act of the Board, provided that a meeting at
which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any
action taken is approved by at least a majority of the required
quorum for such meeting. A majority of Directors present at any
meeting, in the absence of a quorum, may adjourn to another time.
Section 9. Action Upon Consent. Any action required or permitted
to be taken by the Board may be taken without a meeting, if all
members of the Board shall individually or collectively consent in
writing to such action.
Section 10. Telephonic Participation. Members of the Board may
participate in a meeting through use of a conference telephone or
similar communications equipment, so long as all members
participating in the meeting can hear one another. Such
participation constitutes presence in person at the meeting.
Section 11. Directors Emeritus. The Board may from time to time
elect one or more Directors Emeritus. Each Director Emeritus
shall have the privilege of attending meetings of the Board, upon
invitation of the Chairman or the President. No Director Emeritus
shall be entitled to vote on any business coming before the Board
or be counted as a member of the Board for any purpose whatsoever.
ARTICLE FOUR
Committees
Section 1. Executive Committee. The Board shall appoint an
Executive Committee. The Chairman shall be ex officio the
Chairman thereof, unless the Board shall appoint another member as
Chairman. The Executive Committee shall be composed of members of
the Board, and shall at all times be subject to its control. The
Executive Committee shall have all the authority of the Board,
except with respect to:
(a) The approval of any action which also requires Shareholders'
approval.
(b) The filling of vacancies on the Board or on any committee.
(c) The fixing of compensation of the Directors for serving on the
Board or on any committee.
(d) The amendment or repeal of bylaws or the adoption of new
bylaws.
(e) The amendment or repeal of any resolution of the Board which
by its express terms is not so amendable or repealable.
(f) A distribution to the Shareholders.
(g) The appointment of other committees of the Board or the
members thereof.
Section 2. Audit Committee. The Board shall appoint an Audit
Committee comprised solely of Directors who are neither officers
nor employees of the corporation and who are free from any
relationship that, in the opinion of the Board, would interfere
with the exercise of independent judgment as committee members.
The Audit Committee shall review and make recommendations to the
Board with respect to:
(a) The engagement of an independent accounting firm to audit the
corporation's financial statements and the terms of such
engagement.
(b) The policies and procedures for maintaining the corporation's
books and records and for furnishing appropriate information to
the independent auditor.
(c) The evaluation and implementation of any recommendations made
by the independent auditor.
(d) The adequacy of the corporation's internal audit controls and
related personnel.
(e) Such other matters relating to the corporation's financial
affairs and accounts as the Committee deems desirable.
Section 3. Other Committees. The Board may appoint such other
committees of its members as it shall deem desirable, and, within
the limitations specified for the Executive Committee, may vest
such committees with such powers and authorities as it shall see
fit, and all such committees shall at all times be subject to its
control.
Section 4. Notice of Meetings. Notice of each meeting of any
committee of the Board shall be given to each member of such
committee, and the giving of such notice shall be subject to the
same requirements as the giving of notice of meetings of the
Board, unless the Board shall establish different requirements for
the giving of notice of committee meetings.
Section 5. Conduct of Meetings. The provisions of these bylaws
with respect to the conduct of meetings of the Board shall govern
the conduct of committee meetings. Written minutes shall be kept
of all committee meetings.
ARTICLE FIVE
Shareholder Meetings
Section 1. Annual Meeting. The annual meeting of the Shareholders
shall be held on a date and at a time fixed by the Board.
Section 2. Special Meetings. Special meetings of the Shareholders
for any purpose whatsoever may be called at any time by the
Chairman, the President, or the Board, or by one or more
Shareholders holding not less than one-tenth of the voting power
of the corporation.
Section 3. Place of Meetings. All meetings of the Shareholders
shall be held at the principal office of the corporation in San
Diego, California, or at such other locations as may be designated
by the Board.
Section 4. Notice of Meetings. Written notice shall be given to
each Shareholder entitled to vote of the date, time, place and
general purpose of each meeting of Shareholders. Notice may be
given personally, or by mail, or by telegram, charges prepaid, to
the Shareholder's address appearing on the books of the
corporation. If a Shareholder supplies no address to the
corporation, notice shall be deemed to be given if mailed to the
place where the principal office of the corporation is situated,
or published at least once in some newspaper of general
circulation in the county of said principal office. Notice of any
meeting shall be sent to each Shareholder entitled thereto not
less than 10 or more than 60 days before such meeting.
Section 5. Voting. The Board may fix a time in the future not
less than 10 or more than 60 days preceding the date of any
meeting of Shareholders, or not more than 60 days preceding the
date fixed for the payment of any dividend or distribution, or for
the allotment of rights, or when any change or conversion or
exchange of shares shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of and to
vote at any such meeting or entitled to receive any such dividend
or distribution, or any such allotment of rights, or to exercise
the rights in respect to any such change, conversion, or exchange
of shares. In such case only Shareholders of record at the close
of business on the date so fixed shall be entitled to notice of
and to vote at such meeting or to receive such dividend,
distribution or allotment of rights, or to exercise such rights,
as the case may be, notwithstanding any transfer of any shares on
the books of the corporation after any record date fixed as
aforesaid. The Board may close the books of the corporation
against any transfer of shares during the whole or any part of
such period.
Section 6. Quorum. At any Shareholders' meeting a majority of the
shares entitled to vote must be represented in order to constitute
a quorum for the transaction of business, but a majority of the
shares present, or represented by proxy, though less than a
quorum, may adjourn the meeting to some other date, and from day
to day or from time to time thereafter until a quorum is present.
Section 7. Elimination of Cumulative Voting. No holder of any
class of stock of the corporation shall be entitled to cumulate
votes at any election of Directors of the corporation.
ARTICLE SIX
Certificate of Shares
Section 1. Form. Certificates for Shares of the corporation shall
state the name of the registered holder of the Shares represented
thereby, and shall be signed by the Chairman or Vice Chairman or
the President or a Vice President, and by the Chief Financial
Officer or an Assistant Treasurer or the Secretary or an Assistant
Secretary. Any such signature may be by facsimile thereof.
Section 2. Surrender. Upon a surrender to the Secretary, or to a
transfer agent or transfer clerk of the corporation, of a
Certificate of Shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the party entitled
thereto, cancel the old certificate and record the transaction
upon its books.
Section 3. Right of Transfer. When a transfer of shares on the
books is requested, and there is a reasonable doubt as to the
rights of the persons seeking such transfer, the corporation, or
its transfer agent or transfer clerk, before entering the transfer
of the shares on its books or issuing any certificate therefor,
may require from such person reasonable proof of his or her
rights, and, if there remains a reasonable doubt in respect
thereto, may refuse a transfer unless such person shall give
adequate security or a bond of indemnity executed by a corporate
surety, or by two individual sureties, satisfactory to the
corporation as to form, amount and responsibility of sureties.
Section 4. Conflicting Claims. The corporation shall be entitled
to treat the holder of record of any shares as the holder in fact
thereof and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of
California.
Section 5. Loss, Theft and Destruction. In the case of the
alleged loss, theft or destruction of any Certificate of Shares,
another may be issued in its place as follows: (1) the owner of
the lost, stolen or destroyed certificate shall file with the
transfer agent of the corporation a duly executed Affidavit or
Loss and Indemnity Agreement and Certificate of Coverage,
accompanied by a check representing the cost of the bond as
outlined in any blanket lost securities and administration bond
previously approved by the Directors of the corporation and
executed by a surety company satisfactory to them, which bond
shall indemnify the corporation, its transfer agents and
registrars; or (2) the Board may, in its discretion, authorize the
issuance of a new certificate to replace a lost, stolen or
destroyed certificate on such other terms and conditions as it may
determine to be reasonable.
ARTICLE SEVEN
Indemnification of Agents of the Corporation
Section 1. Definitions. For the purposes of this Article Seven,
"agent" means any person who (i) is or was a Director, officer,
employee or other agent of the corporation, (ii) is or was serving
at the request of the corporation as a director, officer, employee
or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or (iii) was a director,
officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investiga-
tive; and "expenses" includes, without limitation, attorneys' fees
and any expenses of establishing a right to indemnification under
Sections 4 or 5(c) of this Article Seven.
Section 2. Indemnification for Third Party Actions. The
corporation shall have the power to indemnify any person who is or
was a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the
fact that such person is or was an agent of the corporation
against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlaw-
ful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in the best interests of the corporation
or that the person had reasonable cause to believe that the per-
son's conduct was unlawful.
Section 3. Indemnification for Derivative Actions. The
corporation shall have the power to indemnify any person who is or
was a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person is or was an agent of the corporation
against expenses actually and reasonably incurred by such person
in connection with the defense or settlement of such action if
such person acted in good faith and in a manner such person
believed to be in the best interests of the corporation and its
Shareholders. No indemnification shall be made under this Sec-
tion 3:
(a) In respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation in
the performance of such person's duty to the corporation and its
Shareholders, unless and only to the extent that the court in
which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
expenses and then only to the extent that the court shall
determine; or
(b) Of amounts paid in settling or otherwise disposing of a
pending action without court approval; or
(c) Of expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.
Section 4. Successful Defense. Notwithstanding any other
provision of this Article, to the extent that an agent of the
corporation has been successful on the merits or otherwise
(including the dismissal of an action without prejudice or the
settlement of a proceeding or action without admission of
liability) in defense of any proceeding referred to in Sections 2
or 3 of this Article, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in
connection therewith.
Section 5. Discretionary Indemnification. Except as provided in
Section 4 of this Article Seven, any indemnification under Section
3 thereof shall be made by the corporation only if authorized in
the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met
the applicable standard of conduct set forth in Section 3, by:
(a) A majority vote of a quorum consisting of Directors who are
not parties to such proceeding;
(b) If such a quorum of Directors is not obtainable, by
independent legal counsel in a written opinion;
(c) Approval by the affirmative vote of a majority of the shares
of this corporation represented and voting at a duly held meeting
at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) or by
the written consent of holders of a majority of the outstanding
shares which would be entitled to vote at such meeting and, for
such purpose, the shares owned by the person to be indemnified
shall not be considered outstanding or entitled to vote; or
(d) The court in which such proceeding is or was pending, upon
application made by the corporation, the agent or the attorney or
other person rendering services in connection with the defense,
whether or not such application by said agent, attorney or other
person is opposed by the corporation.
Section 6: Advancement of Expenses. Expenses incurred in
defending any proceeding may be advanced by the corporation prior
to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount if
it shall be determined ultimately that the agent is not entitled
to be indemnified as authorized in this Article Seven.
Section 7: Restriction on Indemnification. No indemnification or
advance shall be made under this Article Seven, except as provided
in Sections 4 and 6 thereof, in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the Articles
of Incorporation of the corporation, its bylaws, a resolution of
the Shareholders or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding
in which the expenses were incurred or other amounts were paid
which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 8: Non-Exclusive. In the absence of any other basis for
indemnification of an agent, the corporation can indemnify such
agent pursuant to this Article Seven. The indemnification
provided by this Article Seven shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of Shareholders
or disinterested Directors or otherwise, both as to action in an
official capacity and as to action in another capacity while
holding such office. The rights to indemnification under this
Article Seven shall continue as to a person who has ceased to be a
Director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of the person.
Nothing contained in this Section 8 shall affect any right to
indemnification to which persons other than such Directors and
officers may be entitled by contract or otherwise.
Section 9: Expenses as a Witness. To the extent that any agent of
the corporation is by reason of such position, or a position with
another entity at the request of the corporation, a witness in any
action, suit or proceeding, he or she shall be indemnified against
all costs and expenses actually and reasonably incurred by him or
her or on his or her behalf in connection therewith.
Section 10: Insurance. The Board may purchase and maintain
directors and officers liability insurance, at its expense, to
protect itself and any Director, officer or other named or
specified agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss asserted against or incurred by the
agent in such capacity or arising out of the agent's status as
such, whether or not the corporation would have the power to
indemnify the agent against such expense, liability or loss under
the provisions of this Article Seven or under California Law.
Section 11: Separability. Each and every paragraph, sentence,
term and provision of this Article Seven is separate and distinct
so that if any paragraph, sentence, term or provision hereof shall
be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or
unenforceability of any other paragraph, sentence, term or
provision hereof. To the extent required, any paragraph,
sentence, term or provision of this Article may be modified by a
court of competent jurisdiction to preserve its validity and to
provide the claimant with, subject to the limitations set forth in
this Article and any agreement between the corporation and
claimant, the broadest possible indemnification permitted under
applicable law. If this Article Seven or any portion thereof
shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless have the
power to indemnify each Director, officer, employee, or other
agent against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with respect to any action,
suit, proceeding or investigation, whether civil, criminal or
administrative, and whether internal or external, including a
grand jury proceeding and including an action or suit brought by
or in the right of the corporation, to the full extent permitted
by any applicable portion of this Article Seven that shall not
have been invalidated by any other applicable law.
Section 12: Agreements. Upon, and in the event of, a
determination of the Board to do so, the corporation is authorized
to enter into indemnification agreements with some or all of its
Directors, officers, employees and other agents providing for
indemnification to the fullest extent permissible under California
law and the corporation's Articles of Incorporation.
Section 13: Retroactive Appeal. In the event this Article Seven
is repealed or modified so as to reduce the protection afforded
herein, the indemnification provided by this Article shall remain
in full force and effect with respect to any act or omission
occurring prior to such repeal or modification.
ARTICLE EIGHT
Obligations
All obligations of the corporation, including promissory notes,
checks, drafts, bills of exchange, and contracts of every kind,
and evidences of indebtedness issued in the name of, or payable
to, or executed on behalf of the corporation, shall be signed or
endorsed by such officer or officers, or agent or agents, of the
corporation and in such manner as, from time to time, shall be
determined by the Board.
ARTICLE NINE
Corporate Seal
The corporate seal shall set forth the name of the corporation,
state, and date of incorporation.
ARTICLE TEN
Amendments
These bylaws may be adopted, amended, or repealed by the vote of
Shareholders entitled to exercise a majority of the voting power
of the corporation or by the written assent of such Shareholders.
Subject to such right of Shareholders, these bylaws, other than a
bylaw or amendment thereof changing the authorized number of
Directors, may be adopted, amended or repealed by the Board.
ARTICLE ELEVEN
Availability of Bylaws
A current copy of these bylaws shall be mailed or otherwise
furnished to any Shareholder of record within five days after
receipt of a request therefor.
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