EXHIBIT 3.5
Bylaws
of
Pacific Gas and Electric Company
amended as of February 21, 2001
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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 Secretary or an Assistant 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 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 Vice
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 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.
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5. No Cumulative Voting. No shareholder of the Corporation shall be
entitled to cumulate his or her voting power.
Article II.
DIRECTORS.
1. Number. The Board of Directors of this Corporation shall consist of
such number of directors, not less than nine (9) nor more than seventeen (17).
The exact number of directors shall be ten (10) until changed, within the limits
specified above, by an amendment to this Bylaw duly adopted by the Board of
Directors or the shareholders.
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. Committees. The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate and appoint one or
more committees as the Board deems appropriate, each consisting of two or more
directors, to serve at the pleasure of the Board; provided, however, that, as
required by this Corporation's Articles of Incorporation, the members of the
Executive Committee (should the Board of Directors designate an Executive
Committee) must be appointed by the affirmative vote of two-thirds of the
authorized number of directors. Any such committee, including the Executive
Committee, shall have the authority to act in the manner and to the extent
provided in the resolution of the Board of Directors designating such committee
and may have all the authority of the Board of Directors, except with respect to
the matters set forth in California Corporations Code Section 311.
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 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.
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6. Quorum. A quorum for the transaction of business at any meeting of the
Board of Directors or any committee thereof shall consist of one-third of the
authorized number of directors or committee members, or two, whichever is
larger.
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, one or more Vice Presidents, a Secretary and one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers, a General
Counsel, a General Attorney (whenever the Board of Directors in its discretion
fills this office), 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, 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. 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 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.
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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. 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 Vice 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, the Vice Chairman of the Board, or the
President may confer a special title upon any Vice President.
7. 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 Vice 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 Vice
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.
8. 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.
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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, or the Bylaws.
The Assistant Treasurer 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 Treasurer. In the absence or
disability of the Treasurer, his duties shall be performed by an Assistant
Treasurer.
9. 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.
10. 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.
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, 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.
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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 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.
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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