EXHIBIT (3)(d)
EXHIBIT (3)(d)
CONSUMERS POWER COMPANY
BYLAWS
ARTICLE I: LOCATION OF OFFICES
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Section 1 - Registered Office: The registered office of
Consumers Power Company, (the "Company") shall be at such place
in the City of Jackson, County of Jackson, Michigan, or
elsewhere in the State of Michigan, as the Board of Directors
may from time to time designate.
Section 2 - Other Offices: The Company may have and maintain
other offices within or without the State of Michigan.
ARTICLE II: CORPORATE SEAL
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Section 1 - Corporate Seal: The Company shall have a corporate
seal bearing the name of the Company. The form of the corporate
seal may be altered by the Board of Directors.
ARTICLE III: FISCAL YEAR
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Section 1 - Fiscal Year: The fiscal year of the Company shall
begin with the first day of January and end with the thirty-
first day of December of each year.
ARTICLE IV: SHAREHOLDERS' MEETINGS
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Section 1 - Annual Meetings: An annual meeting of the
shareholders for election of Directors and for such other
business as may come before the meeting shall be held at the
registered office of the Company or at such other place within
or without the State of Michigan, at 10:00 AM, Eastern Daylight
Saving Time, or at such other time on the fourth Friday in April
of each year or upon such other date as the Board of Directors
may designate, but in no event shall such date be more than
ninety days after the fourth Friday in April.
Section 2 - Special Meetings: Special meetings of the
shareholders may be called by the Board of Directors or by the
Chairman of the Board. Such meetings shall be held at the
registered office of the Company or at such other place within
or without the State of Michigan as the Board of Directors may
designate.
Section 3 - Notices: Except as otherwise provided by law,
written notice of any meeting of the shareholders shall be
given, either personally or by mail to each shareholder of
record entitled to vote at such meeting, not less than ten days
nor more than sixty days prior to date of the meeting, at their
last known address as the same appears on the stock records of
the Company. Written notice shall be considered given when
deposited, with postage thereon prepaid, in a post office or
official depository under the control of the United States
postal service. Such notice shall specify the time and place of
holding the meeting, the purpose or purposes for which such
meeting is called, and the record date fixed for the
determination of shareholders entitled to notice of and to vote
at such meeting. The Board of Directors shall fix a record date
for determining shareholders entitled to notice of and to vote
at a meeting of shareholders, which record date shall not be
more than sixty days nor less than ten days before the date of
the meeting. Such record date shall apply to any adjournment of
the meeting unless the Board of Directors shall fix a new record
date for purposes of the adjourned meeting.
No notice of an adjourned meeting shall be necessary if the
time and place to which the meeting is adjourned are announced
at the meeting at which the adjournment is taken. At the
adjourned meeting only such business may be transacted as might
have been transacted at the original meeting. If, after an
adjournment, the Board of Directors shall fix a new record date
for the adjourned meeting, a notice of the adjourned meeting
shall be mailed, in conformity with the provisions of the first
paragraph of this Section 3, to each shareholder of record on
the new record date entitled to vote at the adjourned meeting.
Section 4 - Quorum: Except as otherwise provided by law or by
the Articles of Incorporation of the Company, the holders of the
shares of stock of the Company entitled to cast a majority of
the votes at a meeting shall constitute a quorum for the
transaction of business at the meeting, but a lesser number may
convene any meeting and, by a majority vote of the shares
present at the meeting, may adjourn the same from time to time
until a quorum shall be present.
Section 5 - Voting: Shareholders may vote at all meetings in
person or by proxy in writing, but all proxies shall be filed
with the Secretary of the meeting before being voted upon.
The voting powers of the shares of Preferred Stock, Class A
Preferred Stock, Preference Stock and Common Stock shall be as
provided by law or set forth in the Articles of Incorporation of
the Company.
Section 6 - Inspectors: In advance of any meeting of
shareholders the Board of Directors shall appoint one or more
inspectors to act at such meeting or any adjournment thereof.
The inspectors shall have such powers and duties as are provided
by law.
ARTICLE V: DIRECTORS
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Section 1 - Number: The Board of Directors of the Company shall
consist of not less than seven nor more than seventeen members,
as fixed from time to time by resolution of the Board of
Directors.
Section 2 - Election: The Directors shall be elected annually
at the annual meeting of the shareholders or at any adjournment
thereof.
Section 3 - Term of Office: Subject to the provisions of the
Articles of Incorporation of the Company and unless otherwise
provided by law, the Directors shall hold office from the date
of their election until the next succeeding annual meeting and
until their successors are elected and shall qualify.
Section 4 - Vacancies: Any vacancy or vacancies in the Board of
Directors arising from any cause may be filled by the
affirmative vote of a majority of the Directors then in office
although less than a quorum. An increase in the number of
members shall be construed as creating a vacancy.
ARTICLE VI: DIRECTORS' MEETINGS
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Section 1 - Organization Meeting: As soon as possible after
their election, the Board of Directors shall meet and organize
and may also transact other business.
Section 2 - Other Meetings: Meetings of the Board of Directors
may be held at any time upon call of the Secretary or an
Assistant Secretary made at the direction of the Chairman of the
Board, the President, a Vice Chairman, if any, or a Vice
President.
Section 3 - Place of Meeting: All meetings of Directors shall
be held at such place within or without the State of Michigan as
may be designated in the call therefor.
Section 4 - Notice: A reasonable notice of all meetings, in
writing or otherwise, shall be given to each Director or sent to
the Director's residence or place of business; provided,
however, that no notice shall be required for an organization
meeting if held on the same day as the shareholders' meeting at
which the Directors were elected.
No notice of the holding of an adjourned meeting shall be
necessary.
Notice of all meetings shall specify the time and place of
holding the meeting and unless otherwise stated any and all
business may be transacted at any such meeting.
Notice of the time, place and purpose of any meeting may be
waived in writing either before or after the holding thereof.
Section 5 - Quorum: At all meetings of the Board of Directors a
majority of the Board then in office shall constitute a quorum
but a majority of the Directors present may convene and adjourn
any such meeting from time to time until a quorum shall be
present; provided, that if the Board shall consist of ten and
not more than fifteen, then five members shall constitute a
quorum; and if the Board shall consist of more than fifteen,
then seven members shall constitute a quorum.
Section 6 - Voting: All questions coming before any meeting of
the Board of Directors for action shall be decided by a majority
vote of the Directors present at such meeting, unless otherwise
provided by law, the Articles of Incorporation of the Company or
by these Bylaws.
Section 7 - Participation by Communications Equipment: A
Director or a member of a Committee designated by the Board of
Directors may participate in a meeting by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation in a meeting by such means shall constitute
presence in person at the meeting.
Section 8 - Action Without Meeting: Any action required or
permitted to be taken pursuant to authorization voted at a
meeting of the Board of Directors or a Committee thereof, may be
taken without a meeting if, before or after the action, all
members of the Board or of the Committee consent thereto in
writing. The written consents shall be filed with the minutes
of the proceedings of the Board or Committee, and the consents
shall have the same effect as a vote of the Board or Committee
for all purposes.
ARTICLE VII: EXECUTIVE AND OTHER COMMITTEES
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Section 1 - Number and Qualifications: By resolution passed by
a majority of the whole Board, the Board of Directors may from
time to time designate one or more of their number to constitute
an Executive or any other Committee of the Board, as the Board
of Directors may from time to time determine to be desirable,
and may fix the number of and designate the Chairman of each
such Committee. Except as otherwise provided by law, the powers
of each such Committee shall be as defined in the resolution or
resolutions of the Board of Directors relating to the
authorizations of such Committee, and may include, if such
resolution or resolutions so provide, the power and authority to
declare a dividend or to authorize issuance of shares of stock
of the Company.
Section 2 - Appointment: The appointment of members of each
such Committee, or other action respecting any Committee, may
take place at any meeting of the Directors.
Section 3 - Term of Office: The members of each Committee shall
hold office at the pleasure of the Board of Directors.
Section 4 - Vacancies: Any vacancy or vacancies in any such
Committee arising from any cause shall be filled by resolution
passed by a majority of the whole Board of Directors. By like
vote the Board may designate one or more Directors to serve as
alternate members of a Committee, who may replace an absent or
disqualified member at a meeting of a Committee; provided,
however, in the absence or disqualification of a member of a
Committee, the members of the Committee present at a meeting and
not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the Board of
Directors to act in the place of the absent or disqualified
member.
Section 5 - Minutes: Except as provided in Section 2 of Article
X hereof or as otherwise determined by the Board of Directors,
each such Committee shall make a written report or
recommendation following its meetings or keep minutes of all its
meetings.
Section 6 - Quorum: At all meetings of any duly authorized
Committee of the Board of Directors, a majority of the members
of such Committee shall constitute a quorum but a majority of
the members present may convene and adjourn any such meeting
from time to time until a quorum shall be present; provided,
that with respect to any Committee of the Board other than the
Executive Committee, if the membership of such Committee is four
or less, then two members of such Committee shall constitute a
quorum and one member may convene and adjourn any such meeting
from time to time until a quorum shall be present.
ARTICLE VIII: OFFICERS
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Section 1 - Election: The officers shall be chosen by the Board
of Directors. The Company shall have a Chairman of the Board, a
President, a Secretary and a Treasurer, and such other officers
as the Board of Directors may from time to time determine, who
shall have respectively such duties and authority as may be
provided by these Bylaws or as may be provided by resolution of
the Board of Directors not inconsistent herewith. Any two or
more of such offices may be held by the same person but no
officer shall execute, acknowledge or verify any instrument in
more than one capacity if such instrument is required by law, by
the Articles of Incorporation of the Company or by these Bylaws
to be executed, acknowledged or verified by two or more
officers.
Section 2 - Qualifications: The Chairman of the Board and Vice
Chairman, if any, shall be chosen from among the Board of
Directors, but the other officers need not be members of the
Board.
Section 3 - Vacancies: Any vacancy or vacancies among the
officers arising from any cause shall be filled by the Board of
Directors. In case of the absence of any officer of the Company
or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate, for the time
being, the powers or duties, or any of them, of any officer to
any other officer or to any Director.
Section 4 - Term of Office: Each officer of the Company shall
hold office until the officer's successor is chosen and
qualified, or until the officer's resignation or removal. Any
officer appointed by the Board of Directors may be removed at
any time by the Board of Directors with or without cause.
Section 5 - Compensation: The compensation of the officers
shall be fixed by the Board of Directors.
ARTICLE IX: AGENTS
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Section 1 - Resident Agent: The Company shall have and
continuously maintain a resident agent, which may be either an
individual resident in the State of Michigan whose business
office is identical with the Company's registered office or a
Michigan corporation or a foreign corporation authorized to
transact business in Michigan and having a business office
identical with the Company's registered office. The Board of
Directors shall appoint the resident agent.
Section 2 - Other Agents: The Board of Directors may appoint
such other agents as may in their judgment be necessary for the
proper conduct of the business of the Company.
ARTICLE X: POWERS AND DUTIES
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Section 1 - Directors: The business and affairs of the Company
shall be managed by the Board of Directors which shall have and
exercise all of the powers and authority of the Company except
as otherwise provided by law, by the Articles of Incorporation
of the Company or by these Bylaws.
Section 2 - Executive Committee: In the interim between
meetings of the Board of Directors the Executive Committee shall
have and exercise all the powers and authority of the Board of
Directors except as otherwise provided by law. The Executive
Committee shall meet from time to time on the call of the
Chairman of the Board or the Chairman of the Committee. The
Secretary shall keep minutes in sufficient detail to advise
fully the Board of Directors of the actions taken by the
Committee and shall submit copies of such minutes to the Board
of Directors for its approval or other action at its next
meeting.
Section 3 - Chairman of the Board: The Chairman of the Board
shall preside at all meetings of Directors and shareholders;
shall perform and do all acts and things incident to the
position of Chairman of the Board; and shall perform such other
duties as may be assigned from time to time by the Board of
Directors or the Executive Committee.
Unless otherwise provided by the Board or the Executive
Committee, the Chairman of the Board shall have full power and
authority on behalf of the Company to execute any shareholders'
consents and to attend and act and to vote in person or by proxy
at any meetings of shareholders of any corporation in which the
Company may own stock and at any such meeting shall possess and
may exercise any and all the rights and powers incident to the
ownership of such stock and which, as the owner thereof, the
Company might have possessed and exercised if present. If the
Chairman of the Board shall not exercise such powers, or in the
absence or inability to act of the Chairman, the President may
exercise such powers. In the absence or inability to act of the
President, a Vice Chairman, if any, may exercise such powers.
In the absence or inability to act of a Vice Chairman, any Vice
President may exercise such powers. The Board of Directors or
Executive Committee by resolution from time to time may confer
like powers upon any other person or persons.
Section 4 - President: The President shall be the chief
executive officer of the Company and, subject to the supervision
of the Board of Directors and of the Executive Committee, shall
have general charge of the business and affairs of the Company;
shall perform and do all acts and things incident to such
position; and shall perform such other duties as may be assigned
from time to time by the Board of Directors, the Executive
Committee or the Chairman of the Board. In the absence of the
Chairman of the Board and a Vice Chairman, the President shall
preside at meetings of Directors. In the absence of the
Chairman of the Board, the President shall preside at meetings
of shareholders.
Section 5 - Vice Chairman: The Vice Chairman, if any, shall
perform such of the duties of the Chairman of the Board or the
President on behalf of the Company as may be respectively
assigned from time to time by the Board of Directors, the
Executive Committee, the Chairman of the Board or the President.
In the absence of the Chairman of the Board, the Vice Chairman
shall preside at meetings of Directors. In the absence of the
Chairman of the Board and the President, the Vice Chairman shall
preside at meetings of shareholders.
Section 6 - Vice Presidents: Vice Presidents, if any, shall
perform such of the duties of the Chairman of the Board or the
President or the Vice Chairman, if any, on behalf of the Company
as may be respectively assigned from time to time by the Board
of Directors, the Executive Committee, the Chairman of the Board
or the President or a Vice Chairman. The Board of Directors or
Executive Committee may designate one or more of the Vice
Presidents as Executive Vice President or Senior Vice President.
Section 7 - Controller: Subject to the Board of Directors, the
Executive Committee, the Chairman of the Board, the President
and the Vice President having general charge of accounting, the
Controller, if any, shall have charge of the supervision of the
accounting system of the Company, including the preparation and
filing of all tax returns and financial reports required by law
to be made to any and all public authorities and officials; and
shall perform such other duties as may be assigned, from time to
time, by the Board of Directors, the Executive Committee, the
Chairman of the Board, the President, a Vice Chairman, if any,
or Vice President having general charge of accounting.
Section 8 - Treasurer: It shall be the duty of the Treasurer to
have the care and custody of all the funds and securities,
including the investment thereof, of the Company which may come
into the Treasurer's hands, and to endorse checks, drafts and
other instruments for the payment of money for deposit or
collection when necessary or proper and to deposit the same to
the credit of the Company in such bank or banks or depository as
the Treasurer may designate, and the Treasurer may endorse all
commercial documents requiring endorsements for or on behalf of
the Company. The Treasurer may sign all receipts and vouchers
for the payments made to the Company; shall render an account of
transactions to the Board of Directors or the Executive
Committee as often as the Board or the Committee shall require;
and shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors, the
Executive Committee, the Chairman of the Board, the President
and a Vice Chairman, if any.
Section 9 - Secretary: The Secretary shall act as custodian of
and keep the minutes of all meetings of the Board of Directors,
of the Executive Committee, of the shareholders and of any
Committees of the Board of Directors which keep formal minutes;
shall attend to the giving and serving of all notices of the
Company; shall prepare or cause to be prepared the list of
shareholders required to be produced at any meeting; shall
attest the seal of the Company upon all contracts and
instruments executed under such seal and shall affix or cause to
be affixed the seal of the Company thereto and to all
certificates of shares of the capital stock; shall have charge
of the stock records of the Company and such other books and
papers as the Board of Directors, the Executive Committee, the
Chairman of the Board, the President or a Vice Chairman, if any,
may direct; and shall, in general, perform all the duties of
Secretary, subject to the control of the Board of Directors, the
Executive Committee, the Chairman of the Board, the President
and a Vice Chairman, if any.
Section 10 - General Counsel: The General Counsel, if any,
shall have charge of all matters of a legal nature involving the
Company.
Section 11 - Assistant Controllers,
Assistant Secretaries and
Assistant Treasurers: An Assistant Controller, an
Assistant Secretary or an Assistant Treasurer, if any, shall, in
the absence or inability to act or at the request of the
Controller, Secretary or Treasurer, respectively, perform the
duties of the Controller or Secretary or Treasurer,
respectively, and shall perform such other duties as may from
time to time be assigned by the Board of Directors, the
Executive Committee, the Chairman of the Board, the President or
a Vice Chairman, if any. The performance of any such duty shall
be conclusive evidence of their right to act.
Section 12 - Principal Financial Officer and
Principal Accounting Officer: The Board of
Directors or the Executive Committee may from time to time
designate officers of the Company to be the Principal Financial
Officer and the Principal Accounting Officer of the Company.
ARTICLE XI: STOCK
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Section 1 - Stock Certificates: The shares of stock of the
Company shall be represented by certificates which shall be
numbered and shall be entered on the stock records of the
Company and registered as they are issued. Each certificate
shall state on its face that the Company is formed under the
laws of Michigan, the name of the person or persons to whom
issued, the number and class of shares and the designation of
the series the certificate represents, and the par value of each
share represented by the certificate; shall be signed by the
Chairman of the Board or a Vice Chairman or the President or one
of the Vice Presidents and also may be signed by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant
Secretary; and shall be sealed with the seal of the Company or a
facsimile thereof. When such certificates are countersigned by
a transfer agent or registered by a registrar, the signatures of
any such Chairman of the Board, Vice Chairman, President, Vice
President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimiles. In case any officer, who
shall have signed or whose facsimile signature shall have been
placed on any such certificate, shall cease to be such officer
of the Company before such certificate shall have been issued by
the Company, such certificate may nevertheless be issued by the
Company with the same effect as if the person, who signed such
certificate or whose facsimile signature shall have been placed
thereon, were such officer of the Company at the date of issue.
Each certificate shall set forth on its face or back or
state that the Company will furnish to a shareholder upon
request and without charge a full statement of the designations,
relative rights, preferences and limitations of the shares of
stock of each class authorized to be issued and of each series
so far as the same have been prescribed and the authority of the
Board of Directors to designate and prescribe the relative
rights, preferences and limitations of other series.
Section 2 - Stock Records: The shares of stock of the Company
shall be transferable on the stock records of the Company in
person or by proxy duly authorized and upon surrender and
cancellation of the old certificates therefor.
The Board of Directors may fix a date preceding the date
fixed for any meeting of the shareholders or any dividend
payment date or the date for the allotment of rights or the date
when any change, conversion or exchange of stock shall go into
effect or the date for any other action, as the record date for
the determination of the shareholders entitled to notice of and
to vote at such meeting or to receive payment of such dividend
or to receive such allotment of rights or to exercise such
rights in respect of any such change, conversion or exchange of
stock or to take such other action, as the case may be,
notwithstanding any transfer of shares on the records of the
Company or otherwise after any such record date fixed as
aforesaid. The record date so fixed by the Board shall not be
more than sixty nor less than ten days before the date of the
meeting of the shareholders, nor more than sixty days before any
other action. If the Board of Directors does not fix a date of
record, as aforesaid, the record date shall be as provided by
law.
Section 3 - Stock - Preferred, Class A Preferred, Preference and
Common: The Preferred Stock, Class A Preferred Stock,
Preference Stock and Common Stock of the Company shall consist
of shares having a par value of $100, no par value, $1 and $10
per share, respectively.
The designations, relative rights, preferences, limitations
and voting powers, or restrictions, or qualifications of the
shares of Preferred Stock, Class A Preferred Stock, Preference
Stock and Common Stock shall be as set forth in the Articles of
Incorporation of the Company.
Section 4 - Replacing Certificates: In case of the alleged
loss, theft or destruction of any certificate of shares of stock
and the submission of proper proof thereof, a new certificate
may be issued in lieu thereof upon delivery to the Company by
the owner or the owner's legal representative of a bond of
indemnity against any claim that may be made against the Company
on account of such alleged lost, stolen or destroyed certificate
or such issuance of a new certificate.
ARTICLE XII: AUTHORIZED SIGNATURES
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Section 1 - Authorized Signatures: All checks, drafts and other
negotiable instruments issued by the Company shall be made in
the name of the Company and shall be signed manually or signed
by facsimile signature by such one of the officers of the
Company or such other person as the Chairman of the Board may
from time to time designate.
ARTICLE XIII: AMENDMENTS OF BYLAWS
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Section 1 - Amendments, How Effected: These Bylaws may be
amended or repealed, or new Bylaws may be adopted, either by the
majority vote of the votes cast by the shareholders entitled to
vote thereon or by the majority vote of the Directors then in
office at any meeting of the Directors.
February 25, 1994