As amended on June 28, 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
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 meet