BE IT RESOLVED that, effective upon adjournment of this meeting, an Executive Committee of this Board of Directors hereby is established to consist of at least five directors, one of whom shall be the Chair of the Board, who shall be appointed by this Board of Directors as the Committee’s chair, and one of whom shall be the Chief Executive Officer of this Corporation (if the Chairman of the Board is not the Chief Executive Officer); and
BE IT FURTHER RESOLVED that the Executive Committee may exercise any of the powers and perform any of the duties of the Board of Directors, subject to the limits set forth in California Corporations Code Section 311; and
BE IT FURTHER RESOLVED that the Executive Committee shall fix its own time and place of meetings and shall prescribe its own rules of procedure; and
BE IT FURTHER RESOLVED that the Executive Committee (1) is authorized to establish one or more advisory subcommittees or similar entities, which may be comprised of both Committee members and other individuals and which will not be authorized to exercise any authority of the Committee or the Board of Directors of either this corporation or any of its subsidiaries, including Pacific Gas and Electric Company, and (2) shall establish appropriate charters and procedures for operation of any such subcommittees; and
BE IT FURTHER RESOLVED that, unless otherwise designated by the Committee, the Corporate Secretary of this corporation, or an Assistant Corporate Secretary, shall serve as secretary to the Executive Committee; and
BE IT FURTHER RESOLVED that the resolution on this subject adopted by the Board of Directors on December 15, 2004 is hereby superseded.