As amended on September 26, 2007
WGL HOLDINGS, INC.
SECTION 1. Annual Meeting. The annual meeting of shareholders of WGL Holdings, Inc. (the
“Company”) shall be held at such time and place within or without the state of Virginia as shall be
determined by the Board of Directors and as shall be stated in the notice of the meeting. The
meeting shall be held for the purpose of electing directors and for the transaction of such other
business as properly may come before such meeting.
SECTION 2. Special Meetings. Special meetings of shareholders may be held upon call by
the Chairman of the Board, the President, the Secretary, a majority of the Board of Directors, or a
majority of the Executive Committee, and shall be called by the Chairman of the Board, the
President or Secretary upon the request in writing of the holders of record of not less than one-tenth
of all the outstanding shares of stock entitled by its terms to vote at such meeting, at such time and
at such place within or without the state of Virginia as may be fixed in the call and stated in the
notice setting forth such call. Such request by the shareholders and such notice shall state the
purpose of the proposed meeting.
SECTION 3. Notice of Meetings. Notice of the time, place and purpose of every meeting of
the shareholders, shall, except as otherwise required by law, be delivered personally or mailed at
least ten (10) but not more than sixty (60) days prior to the date of such meeting to each
shareholder of record entitled to vote at the meeting at his or her address as it appears on the
records of the Company. Any meeting may be held without notice if all of the shareholders entitled
to vote thereat are present in person or by proxy at the meeting, or if notice is waived by those not
so present in person or by proxy.
SECTION 4. Quorum. At every meeting of the shareholders, the holders of record of a majority
of the shares entitled to vote at the m