EXHIBIT 3.5
Bylaws
of
Pacific Gas and Electric Company
amended as of February 21, 2001
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 fort