EXHIBIT 3.02
BYLAWS
OF
SOUTHERN CALIFORNIA GAS COMPANY
AS AMENDED THROUGH
NOVEMBER 1 , 1993
BYLAWS
OF
SOUTHERN CALIFORNIA GAS COMPANY
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ARTICLE I
PRINCIPAL OFFICE
SECTION 1. The principal executive office of the Company is located at
555 West Fifth Street, City of Los Angeles, County of Los Angeles, California.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. All Meetings of Shareholders shall be held either at the
principal executive office of the Company or at any other place within or
without the state as may be designated by resolution of the Board of Directors.
SECTION 2. An Annual Meeting of Shareholders shall be held each year on
such date and at such time as may be designated by resolution of the Board of
Directors.
SECTION 3. At an Annual Meeting of Shareholders, only such business shall
be conducted as shall have been properly brought before the Annual Meeting. To
be properly brought before an Annual Meeting, business must be (a) specified in
the notice of the Annual Meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought before the
Annual Meeting by a Shareholder. For business to be properly brought before an
Annual Meeting by a Shareholder, including the nomination of any person (other
than a person nominated by or at the direction of the Board of Directors) for
election to the Board of Directors, the Shareholder must have given timely and
proper written notice to the Secretary of the Company. To be timely, the
Shareholder's written notice must be received at the principal executive office
of the Company not less than sixty nor more than one hundred twenty days in
advance of the date corresponding to the date of the last Annual Meeting;
provided, however, that in the event the Annual Meeting to which the
Shareholder's written notice relates is to be held on a date which differs by
more than sixty days from the date corresponding to the date of the last Annual
Meeting, the Shareholder's written notice to be timely must be so received not
later than the close of business on the tenth day following the date on which
public disclosure of the date of the Annual Meeting is made or given to
Shareholders. To be proper, the Shareholder's written notice must set forth as
to each matter the Shareholder proposes to bring before the Annual Meeting (a) a
brief description of the business desired to be brought before the Annual
Meeting, (b)
the name and address of the Shareholder as they appear on the Company's books,
(c) the class and number of shares of the Company which are beneficially owned
by the Shareholder, and (d) any material interest of the Shareholder in such
business. In addition, if the Shareholder's written notice relates to the
nomination at the Annual Meeting of any person for election to the Board of
Directors, such notice to be proper must also set forth (a) the name, age,
business address and residence address of each person to be nominated, (b) the
principal occupation or employment of each such person, (c) the number of shares
of capital stock beneficially owned by each such person, and (d) such other
information concerning each such person as would be required under the rules of
the Securities and Exchange Commission in a proxy statement soliciting proxies
for the election of such person as a Director, and must be accompanied by a
consent, signed by each such person, to serve as a Director of the Company if
elected. Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at an Annual Meeting except in accordance with the procedures
set forth in this Section 3.
SECTION 4. Each Shareholder of the Company shall be entitled to elect
voting confidentiality as provided in this Section 4 on all matters submitted to
Shareholders by the Board of Directors and each form of proxy, consent, ballot
or other written voting instruction distributed by the Company to Shareholders
shall include a check box or other appropriate mechanism by which Shareholders
who desire to do so may so elect voting confidentiality.
All inspectors of election, vote tabulators and other persons
appointed or engaged by or on behalf of the Company to process voting
instructions (none of whom shall be a Director or Officer of the Company or any
of its affiliates) shall be advised of and instructed to comply with this
Section 4 and, except as required or permitted hereby, not at any time to
disclose to any person (except to other persons engaged in processing voting
instructions), the identity and individual vote of any Shareholder electing
voting confidentiality; provided, however, that voting confidentiality shall not
apply and the name and individual vote of any shareholder may be disclosed to
the Company or to any person (i) to the extent that such disclosure is required
by applicable law or is appropriate to assert or defend any claim relating to
voting or (ii) with respect to any matter for which votes of Shareholders are
solicited in opposition to any of the nominees or the recommendations of the
Board of Directors unless the persons engaged in such opposition solicitation
provide Shareholders of the Company with voting confidentiality (which, if not
otherwise provided, will be requested by the Company) comparable in the opinion
of the Company to the voting confidentiality provided by this Section 4.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall have power to:
a. Conduct, manage and control the business of the Company, and make
rules consistent with law, the Articles of Incorporation and the Bylaws;
b. Elect, and remove at their discretion, Officers of the Company,
prescribe their duties, and fix their compensation;
c. Authorize the issue of shares of stock of the Company upon lawful
terms: (i) in consideration of money paid, labor done, services actually
rendered to the Company or for its benefit or in its reorganization, debts
or securities cancelled, and tangible or intangible property actually
received either by this Company or by a wholly-owned subsidiary; but
neither promissory notes of the purchaser (unless adequately secured by
collateral other than the shares acquired or unless permitted by Section
408 of the California Corporations Code) nor future services shall
constitute payment or part payment for shares of this Company; or (ii) as
a share dividend or upon a stock split, reverse stock split,
reclassifications of outstanding shares into shares of another class,
conversion of outstanding shares
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into shares of another class, exchange of outstanding shares for shares of
another class or other change affecting outstanding shares;
d. Borrow money and incur indebtedness for the purposes of the Company,
and cause to be executed and delivered, in the Company name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations or other evidences of debt;
e. Elect an Executive Committee and other committees.
SECTION 2. The Board of Directors shall consist of not less than nine
nor more than seventeen members. The authorized number of Directors shall be
fixed from time to time, within the limits specified, by a resolution duly
adopted by the Board of Directors. A majority of the authorized number of
Directors shall constitute a quorum of the Board.
ARTICLE IV
MEETING OF DIRECTORS
SECTION 1. Meetings of the Board of Directors shall be held at any
place which has been designated by resolution of the Board of Directors, or by
written consent of all members of the Board. In the absence of such
designation, regular meetings shall be held in the principal executive office.
SECTION 2. Immediately following each Annual Meeting of Shareholders
there shall be a regular meeting of the Board of Directors for the purpose of
organization, election of Officers and the transaction of other business. In
all months other the month in which the Annual Meeting of Shareholders is held
there shall be a regular meeting of the Board of Directors on the first Tuesday
of each month at such hour as shall be designated by resolution of the Board of
Directors. Notice of regular meetings of the Directors shall be given in the
manner described in these Bylaws for giving notice of special meetings. No
notice of the regular meeting of Board of Directors which follows the Annual
Meeting of Shareholders need be given.
SECTION 3. Special meetings of the Board of Directors for any purpose
may be called at any time by the Presiding Director or, if he is absent or
unable or refuses to act, by the Chief Executive Officer or by any Officer who
is also a Director, or by any a majority of the authorized number of Directors.
Notice of the time and place of special meetings shall be given to each
Director. In case notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company in the city in which
the principal executive office is located at least twenty hours prior to the
time of the meeting. In case notice is given personally or by telephone, it
shall be delivered at least six hours prior to the time of the meeting.
SECTION 4. The transactions of any meeting of the Board of Directors,
however called or noticed, shall be as valid as though in a meeting duly held
after regular call and notice if a quorum be present and each of the Directors,
either before or after the meeting, signs a written waiver of notice, a consent
to holding such meeting, or an approval of the minutes thereof or attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such Director. All such waivers, consents or approvals shall be made
a part of the minutes of the meeting.
SECTION 5. If any regular meeting of Shareholders or of the Board of
Directors falls on a legal holiday, then such meeting shall be held on the next
succeeding business day at the same hour. But a special meeting of Shareholders
or Directors may be held upon a holiday with the same force and effect as if
held upon a business day.
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ARTICLE V
OFFICERS
SECTION 1. The Officers of the Company shall be a Presiding Director, a
Chief Executive Officer, a President, Vice Presidents, one or more of whom, in
the discretion of the Board of Directors, may be appointed Executive or Senior
Vice President, a Secretary and a Treasurer. The Company may have, at the
discretion of the Board of Directors, any other Officers and may also have, at
the discretion of and upon appointment by the Presiding Director, one or more
Assistant Secretaries and Assistant Treasurers. One person may hold two or more
offices.
ARTICLE VI
THE PRESIDING DIRECTOR, THE CHIEF EXECUTIVE OFFICER AND THE PRESIDENT
SECTION 1. The Chief Executive Officer of Pacific Enterprises shall be
the Presiding Director of the Company. The Presiding Director shall be a member
of the Board of Directors and shall preside at all Meetings of Shareholders and
the Board of Directors. The Presiding Director shall be the principal executive
officer of the Company and senior in rank to all other Officers of the Company,
shall have general charge of all of the Company's business and affairs and all
of its Officers and shall have all of the powers and perform all of the duties
inherent in that office and such additional powers and duties as may be
prescribed by the Board of Directors.
SECTION 2. The Chief Executive Officer shall be senior in rank to all
other Officers of the Company other than the Presiding Director as to whom the
Chief Executive Officer shall be junior in rank and shall have such powers and
duties as may be prescribed by the Board of Directors or the Presiding Director.
In the Presiding Director's absence or disability, the Chief Executive Officer
shall also perform the duties of the Presiding Director and when so acting shall
have all of the powers and be subject to all of the restrictions of the
Presiding Director.
SECTION 3. The President shall be senior in rank to all other officers
of the Company other than the Presiding Director and the Chief Executive Officer
as to whom the President shall be junior in rank, shall have such powers and
perform such duties as may be prescribed by the Board of Directors or the
Presiding Director. In the Chief Executive Officer's absence or disability, the
President shall also perform the duties of the Chief Executive Officer and when
so acting shall have all of the powers and be subject to all of the restrictions
of the Chief Executive Officer.
ARTICLE VII
VICE PRESIDENTS
SECTION 1. In the President's absence or disability, the Vice
Presidents in order of their rank shall perform all of the duties of the
President and when so acting shall have all of the powers and be subject to all
of the restrictions of the President. The Vice Presidents shall have such other
powers and perform such additional duties as may be prescribed by the Board of
Directors or the Presiding Director.
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ARTICLE VIII
SECRETARY
SECTION 1. The Secretary shall keep at the principal executive office,
a book of minutes of all meetings of Directors and Shareholders, which shall
contain a statement of the time and place of the meeting, whether it was regular
or special, and if special, how authorized and the notice given, the names of
those present at Directors' meetings, the number of shares present or
represented by written proxy at Shareholders' meetings and the proceedings.
SECTION 2. The Secretary shall give notice of all meetings of
Shareholders and the Board of Directors required by the Bylaws or by law to be
given, and shall keep the seal of the Company in safe custody. The Secretary
shall have such other powers and perform such additional duties as may be
prescribed by the Board of Directors or the Presiding Director.
SECTION 3. It shall be the duty of the Assistant Secretaries to help
the Secretary in the performance of the Secretary's duties. In the absence or
disability of the Secretary, the Secretary's duties may be performed by an
Assistant Secretary.
ARTICLE IX
TREASURER
SECTION 1. The Treasurer shall have custody and account for all funds
or moneys of the Company which may be deposited with the Treasurer, or in banks,
or other places of deposit. The Treasurer shall disburse funds or moneys which
have been duly approved for disbursement. The Treasurer shall sign notes, bonds
or other evidences of indebtedness for the Company as the Board of Directors may
authorize. The Treasurer shall have such other powers and perform such
additional duties as may be prescribed by the Board of Directors or the
Presiding Director.
SECTION 2. It shall be the duty of the Assistant Treasurers to help the
Treasurer in the performance of the Treasurer's duties. In the Treasurer's
absence or disability, the Treasurer's duties may be performed by an Assistant
Treasurer.
ARTICLE X
RECORD DATE
SECTION 1. The Board of Directors may fix a time in the future as a
record date for ascertaining the Shareholders entitled to notice and to vote at
any meeting of Shareholders, to give consent to corporate action in writing
without a meeting, to receive any dividend, distribution, or allotment of rights
or to exercise rights related to any change, conversion, or exchange of shares.
The selected record date shall not be more than sixty nor less than 10 days
prior to the date of the Meeting nor more than sixty days prior to any other
action or event for the purposes for which it is fixed. When a record date is
fixed, only Shareholders of Record on that date are entitled to notice and to
vote at the Meeting, to give consent to corporate action, to receive a dividend,
distribution, or allotment of rights, or to exercise any rights in respect of
any other lawful action, notwithstanding any transfer of shares on the books of
the Company after the record date.
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ARTICLE XI
INDEMNIFICATION OF AGENTS OF THE COMPANY;
PURCHASE OF LIABILITY INSURANCE
SECTION 1. For the purposes of this Article, "agent" means any person
who is or was a Director, Officer, employee or other agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the
Company 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 investigative; and "expenses"
includes, without limitation, attorneys' fees and any expenses of establishing a
right to indemnification under Section 4 or paragraph (d) of Section 5 of this
Article.
SECTION 2. The Company shall indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding (other than an
action by or in the right of the Company to procure a judgment in its favor) by
reason of the fact that such person is or was an agent of the Company, 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 Company, and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. 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 Company or that
the person had reasonable cause to believe that the person's conduct was
unlawful.
SECTION 3. The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action by or in the right of the Company to procure a judgment in its favor by
reason of the fact that such person is or was an agent of the Company, 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 Company and its
Shareholders.
No indemnification shall be made under this Section 3 for any of the
following:
a. In respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company in the performance of such
person's duty to the Company 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;
b. Of amounts paid in settling or otherwise disposing of a pending action
without court approval;
c. Of expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.
SECTION 4. To the extent that an agent of the Company has been
successful on the merits in defense of any proceeding referred to in Section 2
or 3 or in defense of any claim, issue or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
SECTION 5. Except as provided in Section 4, any indemnification under
this Article shall be made by the Company 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 2 or 3, by any of the following:
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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 of the Shareholders, with the shares owned by the person to
be indemnified not being entitled to vote thereon;
d. The court in which such proceeding is or was pending upon application
made by the Company or the agent or the attorney or other person rendering
services in connection with the defense, whether or not such application by
the agent, attorney or other person is opposed by the Company.
SECTION 6. Expenses incurred in defending any proceeding may be
advanced by the Company 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.
SECTION 7. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any agreement, vote of Shareholders or disinterested Directors
or otherwise, to the extent such additional rights to indemnification are
authorized in the Articles of Incorporation of the Company. The rights to
indemnity under this Article 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.
SECTION 8. No indemnification or advance shall be made under this
Article, except as provided in Section 4 or paragraph (d) of Section 5, in any
circumstance where it appears:
a. That it would be inconsistent with a provision of the Articles of
Incorporation, these 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;
b. That it would be inconsistent with any condition expressly imposed by
a court in approving a settlement.
SECTION 9. The Company shall have the power to purchase and maintain
insurance on behalf of any agent of the Company against any liability asserted
against or incurred by the agent in such capacity or arising out of the agent's
status as such whether or not the Company would have the power to indemnify the
agent against such liability under the provisions of this Article.
SECTION 10. This Article does not apply to any proceeding against any
trustee, investment manager or other fiduciary of an employee benefit plan in
such person's capacity as such, even though such person may also be an agent of
the Company as defined in Section 1. Nothing contained in this Article shall
limit any right to indemnification to which such a trustee, investment manager
or other fiduciary may be entitled by contract or otherwise, which shall be
enforceable to the extent permitted by applicable law.
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