Exhibit
3.3
Bylaws
of
PG&E
Corporation
amended
as of December 20, 2006
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. Any shareholder’s written notice that is
delivered after the close of business (5:00 p.m. local time) will be considered
received on the following business day. 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. Voting
at Meetings.
At any
meeting of the shareholders, each holder of record of stock shall be entitled
to
vote in person or by proxy. The authority of proxies must be evidenced by
a
written document signed by the shareholder and must be delivered to the
Corporate Secretary of the Corporation prior to the commencement of the
meeting.
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.
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
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 paragraph I of Article Third of this Corporation’s Articles of
Incorporation, the Board of Directors of this Corporation shall consist of
such
number of directors, not less than seven (7) nor more than thirteen (13).
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 Corporate Secretary.
Such notice shall be delivered personally or by telephone (or other system
or
technology designed to record and communicate messages, including
facsimile,
electronic
mail, or other such means) 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
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, 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.
The
Chairman of the Board shall be the chief executive officer of the Corporation
if
so designated by the Board of Directors. The Chairman of the Board 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
Board
of
Directors, the Chairman of the Board, or the Bylaws. The Vice Chairman of
the
Board 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, the
Vice
Chairman of the Board 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, the Vice Chairman of the Board 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. The Chairman of the Executive Committee
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. The President
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. The Chief Financial Officer 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. The General Counsel 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. The
General
Counsel 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 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 the Corporate
Secretary shall record the minutes of all proceedings in books to be kept
for
that purpose. The Corporate Secretary shall be responsible for maintaining
a
proper share register and stock transfer books for all classes of shares
issued
by the Corporation. The Corporate Secretary shall give, or cause to be given,
all notices required either by law or the Bylaws. The Corporate Secretary
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 the
Corporate Secretary’s 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, the Corporate Secretary’s 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. The Treasurer 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. The Treasurer 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, the Treasurer’s 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 the Controller shall properly account for all moneys and obligations
due the
Corporation and all properties, assets, and liabilities of the Corporation.
The
Controller 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. The Controller
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. Certificates;
Direct Registration System.
Shares
of the Corporation's capital stock may be certificated or uncertificated,
as
provided under California law. Any certificates that are issued shall be
signed
in the name of the Corporation by the Chairman of the Board, the Vice Chairman
of the Board, the President, or a Vice President and by the Chief Financial
Officer, an Assistant Treasurer, the Corporate Secretary, or an Assistant
Secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. Any or all of the signatures on the certificate
may be
a facsimile. In case any officer, Transfer Agent, or Registrar who has signed
or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, Transfer Agent, or Registrar before such certificate
is
issued, it may be issued by the Corporation with the same effect as if such
person were an officer, Transfer Agent, or Registrar at the date of issue.
Shares of the Corporation’s capital stock may also be evidenced by registration
in the holder’s name in uncertificated, book-entry form on the books of the
Corporation in accordance with a direct registration system approved by the
Securities and Exchange Commission and by the New York Stock Exchange or
any
securities exchange on which the stock of the Corporation may from time to
time
be traded.
3. Transfers
of shares of stock of the Corporation shall be made by the Transfer Agent
and
Registrar on the books of the Corporation after receipt of a request with
proper
evidence of succession, assignment, or authority to transfer by the record
holder of such stock, or by an attorney lawfully constituted in writing,
and in
the case of stock represented by a certificate, upon surrender of the
certificate. 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 shares of
stock
of the Corporation, and to appoint and remove Transfer Agents and Registrars
of
transfers.
4. 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 (or uncertificated shares in
lieu
of 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.