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EXHIBIT 3.2
BYLAWS
OF
PACIFIC GAS AND ELECTRIC COMPANY
AS AMENDED JANUARY 1, 1995
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 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.
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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.
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 shall consist of seventeen
(17) 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 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.
6. QUORUM. A quorum for the transaction of business at any
meeting of the Board of Directors shall consist of six members.
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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.
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
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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.
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.
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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.
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.
4. EMPLOYEE'S STOCK PURCHASE PLAN. Subject to any limitation
contained in the Articles of Incorporation, the Board of Directors may in its
discretion, from time to time, authorize the issue and sale of shares of
capital stock of this Corporation to employees, pursuant to an employee's stock
purchase plan, for such consideration as the Board shall determine to be
reasonable. Such plan may provide for payment for such shares by installments
over a period of time fixed by the Board. In any
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such plan, the Board may provide for interest on any installment payments, and
that an employee may cancel his agreement to purchase all or part of the shares
thereunder. The Board may fix such other terms and conditions for any such
plan as it shall deem, in its discretion, to be in the best interests of this
Corporation. Any such plan may include employees of: This Corporation's
subsidiaries and affiliates; Pacific Service Employees Association; Pacific
Service Employees Credit Union; and such other associated organizations as may
be approved by the Board.
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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