EXHIBIT
99.2
MARKED
COPY – deletions are bracketed, insertions are underlined
Bylaws
of
Pacific
Gas and Electric Company
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. 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,
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, 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.]
1. Officers. The
officers of the Corporation shall be elected by the Board of Directors and
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 such other
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, 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 Chief Executive Officer [President],
shall exercise the Chief Executive Officer’s [his] 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 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. 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 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 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]
8. 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.
[8]
9. 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, 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 Chief Executive
Officer, 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]
10. 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.
[10]
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 Chief Executive
Officer, 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.