AMENDED AND RESTATED
ARTICLES OF INCORPORATION
The name of the corporation is Sempra Energy (the “Corporation”).
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California (the “General Corporation Law”), other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
1. The total number of shares of all classes of stock that the Corporation is authorized to issue is 800,000,000, of which 750,000,000 shall be shares of common stock, no par value (“Common Stock”), and 50,000,000 shall be shares of preferred stock (“Preferred Stock”). The Preferred Stock may be issued in one or more series.
2. The board of directors of the Corporation (the “Board”) is authorized (a) to fix the number of shares of Preferred Stock of any series; (b) to determine the designation of any such series; (c) to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series; and (d) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any such series.
3. Sections 502 and 503 of the General Corporation Law shall not apply to distributions on Common Stock or Preferred Stock.
1. The exact number of
directors comprising the entire Board shall be fixed from time to time by
resolution of the Board, or by a bylaw or amendment thereof duly adopted by the
Board or approved by not less than two-thirds of the outstanding shares
entitled to vote generally in election of Directors.
director, including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a successor has
been elected and qualified. Each director elected after May 8, 2006 shall
be elected to hold office until the next annual meeting of shareholders.
3. Vacancies in
the Board, including, without limitation, vacancies created by the removal of
any director, may be filled by a majority of the directors then in office,
whether or not less than a quorum, or by a sole remaining director.
No shareholder may cumulate votes in the election of directors. This Article V shall become effective only when the Corporation becomes a “listed corporation” within the meaning of Section 301.5 of the General Corporation Law.
ACTION BY SHAREHOLDERS
Unless the Board of Directors, by a resolution adopted by two-thirds of the authorized number of directors, waives the provisions of this Article in any particular circumstance, any action required or permitted to be taken by shareholders of the Corporation must be taken either at (i) a duly called annual or special meeting of shareholders of the Corporation or (ii) by the unanimous written consent of all of the shareholders.
LIABILITY OF DIRECTORS FOR MONETARY DAMAGES:
INDEMNIFICATION OF AND INSURANCE FOR CORPORATE AGENTS
1. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
2. The Corporation shall have the power, by bylaw, agreement or otherwise, to provide indemnification of agents (as defined in Section 317 of the General Corporation Law) of the corporation to the fullest extent permissible under California law and in excess of that expressly permitted under Section 317 of the General Corporation Law, subject to the limits on such excess indemnification set forth in Section 204 of the General Corporation Law.
3. The Corporation shall have the power to purchase and maintain insurance on behalf of any agent (as defined in Section 317 of the General Corporation Law) of the Corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such to the fullest extent permissible under California law and whether or not the corporation would have the power to indemnify the agent under Section 317 of the General Corporation Law or these articles of incorporation.
The Board of Directors is expressly authorized
to make, amend or repeal the bylaws of the Corporation, without any action on
the part of the shareholders, except as otherwise required by the General
Corporation Law, solely by the affirmative vote of at least two-thirds of the
authorized number of directors. The bylaws may also be amended or repealed by
but only by the
affirmative vote of the holders of shares representing at least two-thirds entitled to vote generally in election of Directors. ARTICLE IX AMENDMENT The amendment or repeal of Articles IV, V, VI,
VII, VIII and IX shall require the approval of not less than two-thirds of the
outstanding shares entitled to vote generally in election of Directors.
[As filed 4/15/2008]