**EXHIBIT 3.1**

 

RESTATED ARTICLES OF INCORPORATION 

 

P. CHRISMAN IRIBE and NANCY A. MANNING certify that: 

 

1.    They are the President and the Secretary, respectively, of PG&E Gas Transmission, Northwest Corporation, a Californiacorporation. 

 

2.    The Articles ofIncorporation of this corporation are amended and restated as follows: 

 

First: That the name of this corporation is Gas Transmission Northwest Corporation. 

 

Second: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under theGeneral Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. 

 

Third: The corporation is authorized to issue two classes ofshares designated respectively “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock is 1,000, and the total number of shares of Preferred Stock which the corporation is authorized to issue is5,000,000. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board ofDirectors is also authorized, except as to matters fixed as to Preferred Stock in this Article Fourth, to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of PreferredStock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of suchseries then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Except as otherwise provided by law, the holders of Common Stock shall have and possess the exclusive right to notice ofshareholders’ meetings and the exclusive voting rights and powers, and the holders of Preferred Stock shall not be entitled to notice of any shareholders’ meetings or to vote on the election of directors or on any other matter. 

 

Fourth: The shares of stock may be offered for sale formoney or in exchange for property, from time to time upon such terms and conditions as the Board of Directors may prescribe. 

 

Fifth: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible underCalifornia law. 

 

Sixth: The corporation isauthorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through Bylaws, resolutions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of theindemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code. 

 

3.    The foregoing amendment and the restatement of the Articles of Incorporation of the corporationhave been duly approved by the Board of Directors. 

 

4.    The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the required vote of the shareholders in accordance with Section 902, California Corporations Code. The corporationhas only one class of shares outstanding. The total number of outstanding shares of the corporation 1,000. The number of shares voting in favor of the amendment exceeded the vote required. The percentage vote required was more than 50%. 

We further declare under penalty of perjury under the laws of the State of California that the mattersset forth herein are true and correct of our own knowledge. 

 

DATED October     6     , 2003 

 

/s/ P. CHRISMAN IRIBE

P. CHRISMAN IRIBE

President

/s/ NANCY A. MANNING

NANCY A. MANNING

Secretary