Exhibit
3.5
Bylaws
of
Pacific
Gas and Electric Company
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. 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 eleven (11) 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, one or more
Vice
Presidents, a Corporate Secretary and one or more Assistant Corporate
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. 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 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. 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. 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 of this company, the Chairman
of the Board of this company, the Vice Chairman of the Board of this company,
or
the Chief Executive Officer of PG&E Corporation may confer a special title
upon any Vice President.
7. 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.
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. 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, 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, the Treasurer’s 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. 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.
10. 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, 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 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 American Stock Exchange or any securities
exchange on which the stock of the Corporation may from time to time be
traded.
Transfers
of shares of stock of the Corporation shall be made by the Transfer Agent and
Registrar on the books of the Corporation only 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 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 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.