EXHIBIT 3.2
Bylaws
of
PG&E Corporation
amended as of February 16, 2000
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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.
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 (i) specified in the notice
of the annual meeting (or any supplement thereto) given by or at the direction
of the Board, or (ii) 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) for election to the Board, the
shareholder must have given timely and proper written notice to the Corporate
Secretary of the Corporation. To be timely, the shareholder's written notice
must be received at the principal executive office of the Corporation not less
than forty-five days before the date corresponding to the mailing date of the
notice and proxy materials for the prior year's annual meeting of shareholders;
provided, however, that if the annual meeting to which the shareholder's written
notice relates is to be held on a date that differs by more than thirty days
from the date of the last annual meeting of shareholders, 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 Corporation's books, (c) the class and number
of shares of the Corporation that 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, such notice to be proper must also set
forth (a) the name, age, business address, and residence address of each person
to be so nominated, (b) the principal occupation or employment of each such
person, (c) the number of shares of capital stock of the Corporation
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 Corporation 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. 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.
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5. Shareholder Action by Written Consent. Subject to Section 603 of the
California Corporations Code, any action which, under any provision of the
California Corporations Code, may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
Any party seeking to solicit written consent from shareholders to take
corporate action must deliver a notice to the Corporate Secretary of the
Corporation which requests the Board of Directors to set a record date for
determining shareholders entitled to give such consent. Such written request
must set forth as to each matter the party proposes for shareholder action by
written consents (a) a brief description of the matter and (b) the class and
number of shares of the Corporation that are beneficially owned by the
requesting party. Within ten days of receiving the request in the proper form,
the Board shall set a record date for the taking of such action by written
consent in accordance with California Corporations Code Section 701 and Article
IV, Section 1 of these Bylaws. If the Board fails to set a record date within
such ten-day period, the record date for determining shareholders entitled to
give the written consent for the matters specified in the notice shall be the
day on which the first written consent is given in accordance with California
Corporations Code Section 701.
Each written consent delivered to the Corporation must set forth (a) the
action sought to be taken, (b) the name and address of the shareholder as they
appear on the Corporation's books, (c) the class and number of shares of the
Corporation that are beneficially owned by the shareholder, (d) the name and
address of the proxyholder authorized by the shareholder to give such written
consent, if applicable, and (d) any material interest of the shareholder or
proxyholder in the action sought to be taken.
Consents to corporate action shall be valid for a maximum of sixty days
after the date of the earliest dated consent delivered to the Corporation.
Consents may be revoked by written notice (i) to the Corporation, (ii) to the
shareholder or shareholders soliciting consents or soliciting revocations in
opposition to action by consent proposed by the Corporation (the "Soliciting
Shareholders"), or (iii) to a proxy solicitor or other agent designated by the
Corporation or the Soliciting Shareholders.
Within three business days after receipt of the earliest dated consent
solicited by the Soliciting Shareholders and delivered to the Corporation in the
manner provided in California Corporations Code Section 603 or the determination
by the Board of Directors of the Corporation that the Corporation should seek
corporate action by written consent, as the case may be, the Corporate Secretary
shall engage nationally recognized independent inspectors of elections for the
purpose of performing a ministerial review of the validity of the consents and
revocations. The cost of retaining inspectors of election shall be borne by the
Corporation.
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Consents and revocations shall be delivered to the inspectors upon receipt
by the Corporation, the Soliciting Shareholders or their proxy solicitors, or
other designated agents. As soon as consents and revocations are received, the
inspectors shall review the consents and revocations and shall maintain a count
of the number of valid and unrevoked consents. The inspectors shall keep such
count confidential and shall not reveal the count to the Corporation, the
Soliciting Shareholder or their representatives, or any other entity. As soon as
practicable after the earlier of (i) sixty days after the date of the earliest
dated consent delivered to the Corporation in the manner provided in California
Corporations Code Section 603, or (ii) a written request therefor by the
Corporation or the Soliciting Shareholders (whichever is soliciting consents),
notice of which request shall be given to the party opposing the solicitation of
consents, if any, which request shall state that the Corporation or Soliciting
Shareholders, as the case may be, have a good faith belief that the requisite
number of valid and unrevoked consents to authorize or take the action specified
in the consents has been received in accordance with these Bylaws, the
inspectors shall issue a preliminary report to the Corporation and the
Soliciting Shareholders stating: (a) the number of valid consents, (b) the
number of valid revocations, (c) the number of valid and unrevoked consents, (d)
the number of invalid consents, (e) the number of invalid revocations, and (f)
whether, based on their preliminary count, the requisite number of valid and
unrevoked consents has been obtained to authorize or take the action specified
in the consents.
Unless the Corporation and the Soliciting Shareholders shall agree to a
shorter or longer period, the Corporation and the Soliciting Shareholders shall
have forty-eight hours to review the consents and revocations and to advise the
inspectors and the opposing party in writing as to whether they intend to
challenge the preliminary report of the inspectors. If no written notice of an
intention to challenge the preliminary report is received within forty-eight
hours after the inspectors' issuance of the preliminary report, the inspectors
shall issue to the Corporation and the Soliciting Shareholders their final
report containing the information from the inspectors' determination with
respect to whether the requisite number of valid and unrevoked consents was
obtained to authorize and take the action specified in the consents. If the
Corporation or the Soliciting Shareholders issue written notice of an intention
to challenge the inspectors' preliminary report within forty-eight hours after
the issuance of that report, a challenge session shall be scheduled by the
inspectors as promptly as practicable. A transcript of the challenge session
shall be recorded by a certified court reporter. Following completion of the
challenge session, the inspectors shall as promptly as practicable issue their
final report to the Soliciting Shareholders and the Corporation, which report
shall contain the information included in the preliminary report, plus all
changes in the vote totals as a result of the challenge and a certification of
whether the requisite number of valid and unrevoked consents was obtained to
authorize or take the action specified in the consents. A copy of the final
report of the inspectors shall be included in the book in which the proceedings
of meetings of shareholders are recorded.
Unless the consent of all shareholders entitled to vote have been solicited
in writing, the Corporation shall give prompt notice to the shareholders in
accordance with
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California Corporations Code Section 603 of the results of any consent
solicitation or the taking of the corporate action without a meeting and by less
than unanimous written consent.
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 eleven (11),
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
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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
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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
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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.
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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.
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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.
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