EXHIBIT
99.1
MARKED
COPY –deletions are bracketed, insertions are underlined
Bylaws
of
PG&E
Corporation
amended
as of [December 20, 2006] April 18, 2007
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, the Chief
Executive Officer, 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 Chief Executive Officer, 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,
the
Chief Executive Officer, 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 Chief Executive
Officer, 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.]
1. Officers. The
officers of the Corporation shall be elected by the Board of Directors and
shall
include a President, a Corporate Secretary, a Treasurer, or other such officers
as required by law. The Board of Directors also may elect one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such
officers as may be appropriate, including the offices described
below. Any number of offices may be held by the same
person.
2. Chairman
of the Board. The Chairman of the Board[, if that office be
filled,] shall be a member of the Board of Directors and 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 Chief Executive
Officer[President], shall exercise the Chief Executive Officer’s
[President's ]duties and responsibilities.
3. Vice
Chairman of the Board. The Vice Chairman of the Board[, if
that office be filled,] shall be a member of the Board of Directors and
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 be a member of the Board of
Directors and 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. Chief
Executive Officer. The Chief Executive Officer shall
have such duties and responsibilities as may be prescribed by the Board of
Directors, the Chairman of the Board, or the Bylaws. If there be no
Chairman of the Board, the Chief Executive Officer shall also exercise the
duties and responsibilities of that office. The Chief Executive
Officer shall have authority to sign on behalf of the Corporation agreements
and
instruments of every character. In the absence or disability of the
President, the Chief Executive Officer shall exercise the President’s duties and
responsibilities.
[5]6. President. The
President shall have such duties and responsibilities as may be prescribed
by
the Board of Directors, the Chairman of the Board, the Chief Executive
Officer, 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 Chief Executive Officer[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]7. 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, the Chief Executive Officer, 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
Chief Executive Officer, the President, or the Bylaws.
[7]8. 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 Chief
Executive Officer, the President, or the Bylaws.
[8]9. 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 Chief Executive Officer, 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, the Chief Executive Officer, or the President
may confer a special title upon any Vice President.
[9]10. 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 Chief Executive Officer, 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
Chief Executive Officer, 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]11. 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 Chief Executive
Officer, 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 Executive Officer, 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]12. 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 Chief Executive
Officer, 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.
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.
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.