Exhibit
3.1  
 Bylaws
 of
 PG&E
Corporation
 amended as of September 16,
2009
 
 
 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.
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  5.           Shareholder Action by Written
Consent.  Subject to Section 603 of the California Corporations
Code, any action which, under any provision of the California Corporations Code,
may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
 
 Any party seeking
to solicit written consent from shareholders to take corporate action must
deliver a notice to the Corporate Secretary of the Corporation which requests
the Board of Directors to set a record date for determining shareholders
entitled to give such consent.  Such written request must set forth as
to each matter the party proposes for shareholder action by written consents (a)
a brief description of the matter and (b) the class and number of shares of the
Corporation that are beneficially owned by the requesting
party.  Within ten days of receiving the request in the proper form,
the Board shall set a record date for the taking of such action by written
consent in accordance with California Corporations Code Section 701 and Article
IV, Section 1 of these Bylaws.  If the Board fails to set a record
date within such ten-day period, the record date for determining shareholders
entitled to give the written consent for the matters specified in the notice
shall be the day on which the first written consent is given in accordance with
California Corporations Code Section 701.
 
 Each written consent delivered to the
Corporation must set forth (a) the action sought to be taken, (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, (d) the name and address of the proxyholder authorized by the
shareholder to give such written consent, if applicable, and (d) any material
interest of the shareholder or proxyholder in the action sought to be
taken.
 
 Consents to corporate action shall be valid for
a maximum of sixty days after the date of the earliest dated consent delivered
to the Corporation.  Consents may be revoked by written notice (i) to
the Corporation, (ii) to the shareholder or shareholders soliciting consents or
soliciting revocations in opposition to action by consent proposed by the
Corporation (the “Soliciting Shareholders”), or (iii) to a proxy solicitor or
other agent designated by the Corporation or the Soliciting
Shareholders.
 
 Within three business days after receipt of the
earliest dated consent solicited by the Soliciting Shareholders and delivered to
the Corporation in the manner provided in California Corporations Code Section
603 or the determination by the Board of Directors of the Corporation that the
Corporation should seek corporate action by written consent, as the case may be,
the Corporate Secretary shall engage nationally recognized independent
inspectors of elections for the purpose of performing a ministerial review of
the validity of the consents and revocations.  The cost of retaining
inspectors of election shall be borne by the Corporation.
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  Consents and revocations shall be delivered to
the inspectors upon receipt by the Corporation, the Soliciting Shareholders or
their proxy solicitors, or other designated agents.  As soon as
consents and revocations are received, the inspectors shall review the consents
and revocations and shall maintain a count of the number of valid and unrevoked
consents.  The inspectors shall keep such count confidential and shall
not reveal the count to the Corporation, the Soliciting Shareholder or their
representatives, or any other entity.  As soon as practicable after
the earlier of (i) sixty days after the date of the earliest dated consent
delivered to the Corporation in the manner provided in California Corporations
Code Section 603, or (ii) a written request therefor by the Corporation or the
Soliciting Shareholders (whichever is soliciting consents), notice of which
request shall be given to the party opposing the solicitation of consents, if
any, which request shall state that the Corporation or Soliciting Shareholders,
as the case may be, have a good faith belief that the requisite number of valid
and unrevoked consents to authorize or take the action specified in the consents
has been received in accordance with these Bylaws, the inspectors shall issue a
preliminary report to the Corporation and the Soliciting Shareholders
stating:  (a) the number of valid consents, (b) the number of valid
revocations, (c) the number of valid and unrevoked consents, (d) the number
of invalid consents, (e) the number of invalid revocations, and (f) whether,
based on their preliminary count, the requisite number of valid and unrevoked
consents has been obtained to authorize or take the action specified in the
consents.
 
 Unless the Corporation and the Soliciting
Shareholders shall agree to a shorter or longer period, the Corporation and the
Soliciting Shareholders shall have forty-eight hours to review the consents and
revocations and to advise the inspectors and the opposing party in writing as to
whether they intend to challenge the preliminary report of the
inspectors.  If no written notice of an intention to challenge the
preliminary report is received within forty-eight hours after the inspectors’
issuance of the preliminary report, the inspectors shall issue to the
Corporation and the Soliciting Shareholders their final report containing the
information from the inspectors’ determination with respect to whether the
requisite number of valid and unrevoked consents was obtained to authorize and
take the action specified in the consents.  If the Corporation or the
Soliciting Shareholders issue written notice of an intention to challenge the
inspectors’ preliminary report within forty-eight hours after the issuance of
that report, a challenge session shall be scheduled by the inspectors as
promptly as practicable.  A transcript of the challenge session shall
be recorded by a certified court reporter.  Following completion of
the challenge session, the inspectors shall as promptly as practicable issue
their final report to the Soliciting Shareholders and the Corporation, which
report shall contain the information included in the preliminary report, plus
all changes in the vote totals as a result of the challenge and a certification
of whether the requisite number of valid and unrevoked consents was obtained to
authorize or take the action specified in the consents.  A copy of the
final report of the inspectors shall be included in the book in which the
proceedings of meetings of shareholders are recorded.
 
 Unless the consent of all shareholders entitled
to vote have been solicited in writing, the Corporation shall give prompt notice
to the shareholders in accordance with California Corporations Code Section 603
of the results of any consent solicitation or
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  the taking of the
corporate action without a meeting and by less than unanimous written
consent.
 
 
 Article
II.
 DIRECTORS.
 
 
 1.           Number.  As stated
in paragraph I of Article Third of this Corporation’s Articles of Incorporation,
the Board of Directors of this Corporation shall consist of such number of
directors, not less than seven (7) nor more than thirteen (13).  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
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  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.
 
 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.
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 Article
III.
 OFFICERS.
 
 
 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 other such
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 shall be a member of the
Board of Directors and 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 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, shall exercise the
Chief Executive Officer's duties and responsibilities.
 
 3.           Vice Chairman of the
Board.  The Vice Chairman of the Board shall be a member of the
Board of Directors and have such duties and responsibilities as may be
prescribed by the Board of Directors, the Chairman of the Board, or the
Bylaws.  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 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.
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  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. If there be no Chief Executive Officer, 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.
 
 7.           Chief Financial
Officer.  The Chief Financial Officer shall be responsible for
the overall management of the financial affairs of the
Corporation.  The Chief Financial Officer shall render a statement of
the Corporation's financial condition and an account of all transactions
whenever requested by the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer, or the
President.
 
 The Chief Financial Officer 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.
 
 8.           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.
 
 9.           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, the Chairman of
the Board, the Vice Chairman of the Board, the Chief Executive Officer, or the
President may confer a special title upon any Vice President.
 
 10.           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.
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 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.
 
 11.           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, the Chief Financial Officer, or the Bylaws.
 
 The Assistant Treasurers 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, the Chief Financial Officer, or the
Treasurer.  In the absence or disability of the Treasurer, the
Treasurer’s duties shall be performed by an Assistant Treasurer.
 
 12.           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, the Chief Financial Officer, 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.
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 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 capital 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 New York 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 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 shares of stock of the Corporation, and to
appoint and remove Transfer Agents and Registrars of transfers.
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 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; provided, however, that
amendments to Article II, Section 9 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.
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