ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On March 5, 2009, the Board of Directors of WGL Holdings, Inc. (WGL Holdings), amended Article III, Section 3 of its Bylaws. The Bylaw amendment provides that in the absence of the Chairman of the Board, the Lead Director shall preside at meetings of the Board of Directors. In the absence of the Chairman of the Board and the Lead Director, and provided that a quorum is present, the senior member of the Board of Directors present, in terms of service on the Board, shall serve as Chairman pro tem of the meeting. This Bylaw amendment conforms the Bylaws to existing provisions of the Corporate Governance Guidelines. The amendment became effective immediately upon adoption.