EXHIBIT 3.2
BYLAWS
FOR THE REGULATION, EXCEPT
AS OTHERWISE PROVIDED BY STATUTE OR
ITS RESTATED ARTICLES OF INCORPORATION,
OF
GOLDEN STATE WATER COMPANY
(A CALIFORNIA CORPORATION)
ARTICLE I. OFFICES.
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SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office
of the corporation shall be fixed and located at such place as the Board of
Directors (herein called the "Board") shall determine. The Board is hereby
granted full power and authority to change said principal executive office from
one location to another.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may at any time
be established by the Board at any place or places.
ARTICLE II. MEETINGS OF SHAREHOLDERS.
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SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held
either at the principal executive office of the corporation or at any other
place within or without the State of California which may be designated either
by the Board or by the written consent of all persons entitled to vote thereat,
given either before or after the meeting and filed with the Secretary.
SECTION 2. ANNUAL MEETINGS. The annual meetings of shareholders shall
be held on such date and at such time as may be fixed by the Board.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Board, the
Chairman of the Board, the President, or by the holders of shares entitled to
cast not less than ten percent of the votes at such meeting.
ARTICLE III. DIRECTORS.
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SECTION 1. POWERS. Subject to limitations of the Articles, these Bylaws
and of the California General Corporation Law as to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.
SECTION 2. NUMBER OF DIRECTORS. The authorized number of directors
shall be not less than five nor more than nine until changed by amendment of the
Articles or by a Bylaw duly adopted by the shareholders amending this Section 2.
The exact number of directors shall be fixed, within the limits specified, by
amendment of the next sentence duly adopted either by the Board or by the
shareholders. The exact number of directors shall be eight until changed as
provided in this Section 2.
ARTICLE IV. OFFICERS.
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SECTION 1. OFFICERS. The officers of the corporation shall be a
President, a Secretary, and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as the Board may from time to time
determine.
SECTION 2. PRESIDENT. The President shall be the general manager and
chief executive officer of the corporation and has, subject to the control of
the Board, general supervision, direction and control of the business and
officers of the corporation. The President shall preside at all meetings of the
shareholders and at all meetings of the Board. The President has the general
powers and duties of management usually vested in the office of president and
general manager of a corporation and has such other powers and duties as may be
prescribed by the Board.
SECTION 3. SECRETARY. The Secretary shall keep or cause to be kept, at
the principal executive office or such other place as the Board may order, a
book of minutes of all meetings of the shareholders, the Board and its
committees, and a share register or a duplicate share register.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board and any committees thereof
required by the Bylaws or by law to be given, shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
SECTION 4. CHIEF FINANCIAL OFFICER. The Chief Financial Officer is the
chief financial officer of the corporation and shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, and shall send or cause to be sent to
the shareholders of the corporation such financial statements and reports as are
by law or these Bylaws required to be sent to them. The books of account shall
at all times be open to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board. The Chief Financial Officer
shall disburse the funds of the corporation as may be ordered by the Board,
shall render to the President and the directors, whenever they request it, an
account of all transactions as Treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board.
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ARTICLE V. OTHER PROVISIONS.
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SECTION 1. ANNUAL REPORT TO SHAREHOLDERS. The annual report to
shareholders referred to in Section 1501 of the California General Corporation
Law is expressly waived, but nothing herein shall be interpreted as prohibiting
the Board from issuing annual or other periodic reports to shareholders.
SECTION 2. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the General Provisions of the California Corporations Code and in
the California General Corporation Law shall govern the construction of these
Bylaws.
ARTICLE VI. AMENDMENTS.
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These Bylaws may be amended or repealed either by approval of the
outstanding shares (as defined in Section 152 of the California General
Corporation Law) or by the approval of the Board; provided, however, that after
the issuance of shares, a bylaw specifying or changing a fixed number of
directors or the maximum or minimum number or changing from a fixed to a
variable number of directors or vice versa may be adopted only by approval of
the outstanding shares, and a bylaw reducing the fixed number or the minimum
number of directors to a number less than five shall be subject to the
provisions of Section 212(a) of the California General Corporation Law.
ARTICLE VII. INDEMNIFICATION.
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SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Each person who was or is a paryy or is threatened to be made a
party or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or officer of the
corporation, or of any predecessor corporation, or is or was a director or
officer who is or was serving at the request of the corporation as a director,
officer, employee or other agent of another corporation, a partnership, joint
venture, trust or other enterprise (including service with respect to
corporation-sponsored employee benefit plans), whether the basis of such
proceeding is alleged action or inaction in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall, subject to the terms of any agreement between the corporation and such
person, be indemnified and held harmless by the corporation to the fullest
extent permissible under California law and the corporation's Articles, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith;
provided, however, that amounts paid in settlement of a proceeding shall be
payable only if the settlement is approved in writing by the corporation. Such
indemnification shall continue as to a person who has ceased to be a director or
officer for acts performed while a director or officer and shall inure to the
benefit of his or her heirs, executors and administrators. Notwithstanding the
foregoing, the corporation shall indemnify any such person in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of the corporation. The right to
indemnification conferred in this Article shall include the right to be paid by
the corporation the expenses incurred in defending any proceeding in advance of
final disposition to the fullest extent permitted by law, provided, however,
that the payment under this Article of such expenses in advance of the final
disposition of a proceedings shall be conditioned upon the delivery to the
corporation of a written request for such advance and of an undertaking by or on
behalf of the director or officer to repay all amounts so advanced if it shall
be ultimately determined that such director or officer is not entitled to be
indemnified.
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(b) Notwithstanding the foregoing or any other provisions under this
Article, the corporation shall not be liable under this Article to indemnify a
director or officer against expenses, liabilities or losses incurred or suffered
in connection with, or make any advances with respect to, any proceeding against
a director or officer: (i) as to which the corporation is prohibited by
applicable law from paying as an indemnity, (ii) with respect to expenses of
defense or investigation, if such expenses were or are incurred without the
corporation's consent (which consent may not be unreasonably withheld), (iii)
for which payment is actually made to the director or officer under a valid and
collectible insurance policy maintained by the corporation, except in respect of
any excess beyond the amount of payment under such insurance, (iv) for which
payment is actually made to the director or officer under an indemnity by the
corporation otherwise than pursuant to this Bylaw Article, except in respect of
any excess beyond the amount of payment under such indemnity, (v) based upon or
attributable to the director or officer gaining in fact any personal profit or
advantage to which he or she was not legally entitled, (vi) for an accounting of
profits made from the purchase or sale by the director or officer of securities
of the corporation pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law, or (vii) based upon acts or omissions
involving intentional misconduct or a knowing and culpable violation of law.
SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS. A person who was or
is a party or is threatened to be made a party to or is involved in any
proceeding by reason of the fact that he or she is or was an employee or agent
of the corporation or is or was an employee or agent of the corporation who is
or was serving at the request of the corporation as an employee or agent of
another enterprise, including service with respect to corporation-sponsored
employee benefits plans, whether the basis of such action is alleged action or
inaction in an official capacity or in any other capacity while serving as an
employee or agent, may, upon appropriate action by the corporation and subject
to the terms of any agreement between the corporation and such person, be
indemnified and held harmless by the corporation up to the fullest extent
permitted by California law and the corporation's Articles, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith.
SECTION 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT. If a claim
under Section 1 of this Article is not paid by the corporation or on its behalf
within 90 days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim, and, if successful in whole or in part,
the claimant also shall be entitled to be paid the expense of prosecuting such
claim.
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SECTION 4. SUCCESSFUL DEFENSE. Notwithstanding any other provision of
this Article, to the extent that a director or officer has been successful on
the merits or otherwise (including the dismissal of a proceeding without
prejudice or the settlement with the written consent of the corporation of a
proceeding without admission of liability) in defense of any proceeding referred
to in Section 1 or in defense of any claim, issue or matter therein, such
director or officer shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.
SECTION 5. INDEMNITY AGREEMENTS. The corporation may enter into
agreements with any director, officer, employee or agent of the corporation
providing for indemnification to the fullest extent permissible under applicable
law and the corporation's Articles.
SECTION 6. SUBROGATION. In the event of payment by the corporation of a
claim under Section 1 of this Article, the corporation shall be subrogated to
the extent of such payment to all of the rights of recovery of the indemnified
person, who shall execute all papers required and shall do everything that may
be necessary or appropriate to secure such rights, including the execution of
such documents necessary or appropriate to enable the corporation effectively to
bring suit to enforce such rights.
SECTION 7. NON-EXCLUSIVITY RIGHTS. The right to indemnification
provided by this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, bylaw, agreement, vote
of shareholders or disinterested directors or otherwise.
SECTION 8. INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, a partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under California law.
SECTION 9. EXPENSES AS A WITNESS. To the extent that any director,
officer or employee of the corporation is by reason of such position a witness
in any action, suit or proceeding, he or she will be indemnified against all
costs and expenses actually and reasonably incurred by him or her or on his or
her behalf in connection therewith.
SECTION 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.
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 corporation. The
corporation shall have power to indemnify such trustee, investment manager or
other fiduciary to the extent permitted by subdivision (f) of Section 207 of the
California General Corporation Law.
SECTION 11. SEPARABILITY. Each and every paragraph, sentence, term and
provision of this Article is separate and distinct so that if any paragraph,
sentence, term or provision shall be held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect the validity or
enforceability of any other paragraph, sentence, term or provision hereof. To
the extent required, any paragraph, sentence, term or provision of this Article
may be modified by a court of competent jurisdiction to preserve its validity
and to provide the claimant with, subject to the limitations set forth in this
Article and any agreement between the corporation and the claimant, the broadest
possible indemnification permitted under applicable law.
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SECTION 12. EFFECT OF REPEAL OR MODIFICATION. Any repeal or
modification of this Article shall not adversely affect any right of
indemnification of a director, officer, employee or agent of the corporation
existing at the time of such repeal or modification with respect to any action
or omission occurring prior to such repeal or modification.
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