Amendment
to Bylaws of Pacific Gas and Electric Company
Effective
September 19, 2007
Article
II.
DIRECTORS.
9. Majority
Voting. In any uncontested election, nominees receiving the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be
elected. In any election that is not an uncontested election, the
nominees receiving the highest number of affirmative votes of the shares
entitled to be voted for them, up to the number of directors to be elected
by
those shares, shall be elected; votes against a director and votes withheld
shall have no legal effect.
For
purposes of these Bylaws,
“uncontested election” means an election of directors of the Corporation in
which, at the expiration of the times fixed under Article I, Section 2 of these
Bylaws requiring advance notification of director nominees, or for special
meetings, at the time notice is given of the meeting at which the election
is to
occur, the number of nominees for election does not exceed the number of
directors to be elected by the shareholders at that election.
If
an incumbent director fails, in an
uncontested election, to receive the vote required to be elected in accordance
with this Article II, Section 9, then, unless the incumbent director has earlier
resigned, the term of such incumbent director shall end on the date that is
the
earlier of (a) ninety (90) days after the date on which the voting results
are
determined pursuant to Section 707 of the California Corporations Code, or
(b)
the date on which the Board of Directors selects a person to fill the office
held by that director in accordance with the procedures set forth in these
Bylaws and Section 305 of the California Corporations Code.
10. Certain Powers Reserved to the
Shareholders. So long as PG&E Corporation shall hold the
majority of the outstanding shares of the Corporation, PG&E Corporation may
require the written consent of the PG&E Corporation Chairman of the Board or
the PG&E Corporation Chief Executive Officer to enter into and execute any
transaction or type of transaction identified by the Board of Directors of
PG&E Corporation as a “Designated Transaction.” For purposes of
this Section 10, a Designated Transaction shall be any transaction or type
of
transaction identified in a duly adopted resolution of the Board of Directors
of
PG&E Corporation as requiring the written consent of the PG&E
Corporation Chairman of the Board or the PG&E Corporation Chief Executive
Officer pursuant to this Section 10. Notwithstanding the foregoing,
nothing in this Section 10 shall limit the power of the Corporation to enter
into or execute any transaction or type of transaction prior to the receipt
by
the Corporate Secretary of the Corporation of the resolution designating such
transaction or type of transaction as a Designated Transaction pursuant to
this
Section 10.
Article
V.
AMENDMENTS.
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; provided, however, that amendments to Article II,
Sections 9 and 10 of these Bylaws, and any other Bylaw provision that implements
a majority voting standard for director elections (excepting any amendments
intended to conform those Bylaw provisions to changes in applicable laws) shall
be amended by the shareholders of the Corporation as provided in Section 1
of
this Article V.