EXHIBIT 3.2
BYLAWS
OF
PG&E CORPORATION
AMENDED AS OF JANUARY 1, 1998
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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 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.
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.
ARTICLE II.
DIRECTORS.
1. NUMBER. The Board of Directors shall consist of fourteen (14)
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.
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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 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
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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 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.
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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 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.
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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.
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.
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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.
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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