EXHIBIT (3)(b)
EXHIBIT (3)(b)
CMS ENERGY CORPORATION
BYLAWS
ARTICLE I: LOCATION OF OFFICES
Section 1 - Registered Office: The registered office of CMS Energy
Corporation, (the "Corporation") shall be at such place in the City
of Dearborn, County of Wayne, Michigan, or elsewhere in the State
of Michigan, as the Board of Directors may from time to time
designate.
Section 2 - Other Offices: The Corporation may have and maintain
other offices within or without the State of Michigan.
ARTICLE II: CORPORATE SEAL
Section 1 - Corporate Seal: The Corporation shall have a corporate
seal bearing the name of the Corporation. The form of the
corporate seal may be altered by the Board of Directors.
ARTICLE III: FISCAL YEAR
Section 1 - Fiscal Year: The fiscal year of the Corporation shall
begin with the first day of January and end with the thirty-first
day of December of each year.
ARTICLE IV: SHAREHOLDERS' MEETINGS
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
Corporation 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 day as the Board of Directors may designate, but in no event
shall such date be more than ninety (90) 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
Corporation 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 (10) days nor more than
sixty (60) days prior to the date of the meeting, at their last
known address as the same appears on the stock records of the
Corporation. 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 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 (60)
days nor less than ten (10) 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 Corporation, the holders of the
shares of stock of the Corporation 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.
Subject to the provisions of the Articles of Incorporation
of the Corporation at all meetings of the shareholders of the
Corporation each holder of Common Stock shall be entitled on all
questions to one vote for each share of stock held by such holder,
and a majority of the votes cast by the holders of shares entitled
to vote thereon shall be sufficient for the adoption of any
question presented, unless otherwise provided by law or by the
Articles of Incorporation of the Corporation.
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
Section 1 - Number: The Board of Directors of the Corporation
shall consist of not less than seven (7) nor more than seventeen
(17) 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 Corporation 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
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 therefore.
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
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 (10) and not more
than fifteen (15), then five (5) members shall constitute a quorum;
and if the Board shall consist of more than fifteen (15), then
seven (7) 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 Corporation 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
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 authorization 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 Corporation.
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 (4) or less,
then two (2) 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
Section 1 - Election: The officers shall be chosen by the Board of
Directors. The Corporation 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 (2) or more of such
offices may be held by the same persons 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 Corporation or by these Bylaws to be executed,
acknowledged or verified by two (2) or more officers.
Section 2 - Qualifications: The Chairman of the Board, the
President and Vice Chairmen, 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 Corporation 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 Corporation shall
hold office until a 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
Section 1 - Resident Agent: The Corporation 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 Corporation'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 Corporation'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 Corporation.
ARTICLE X: POWERS AND DUTIES
Section 1 - Directors: The business and affairs of the Corporation
shall be managed by the Board of Directors which shall have and
exercise all of the powers and authority of the Corporation except
as otherwise provided by law, by the Articles of Incorporation of
the Corporation 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
be the chief executive officer of the Corporation 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 Corporation; shall preside at all meetings of Directors and
shareholders; and shall perform and do all acts and things incident
to the position of Chairman of the Board, and 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 Corporation 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
Corporation 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
Corporation 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 operating
officer of the Corporation; shall perform and do all acts and
things incident to such position and 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, shall preside at
meetings of Directors; and in the absence of the Chairman of the
Board shall preside at meetings of shareholders.
Section 5 - Vice Chairman: A Vice Chairman, if any, shall perform
such of the duties of the Chairman of the Board or the President on
behalf of the Corporation 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 shall preside at meetings of Directors; and
in the absence of the Chairman of the Board and the President 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
Corporation as may be respectively assigned to them 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 control of 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 account-ing system of the Corporation, 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 invest-ment thereof, of the Corporation which may
come into 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 Corporation in such bank or banks or depository as
may be designated, may endorse all commercial documents requiring
endorsements for or on behalf of the Corporation, may sign all
receipts and vouchers for the payments made to the Corporation,
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
record 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 Corporation; shall
prepare or cause to be prepared the list of shareholders required
to be produced at any meeting; shall attest the seal of the
Corporation upon all contracts and instruments executed under such
seal, shall affix or cause to be affixed the seal of the
Corporation thereto and to all certificates of shares of the
capital stock, shall have charge of the stock records of the
Corporation, 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
Corporation.
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
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 Corporation to be the Principal Financial
Officer and the Principal Accounting Officer of the Corporation.
ARTICLE XI: STOCK
Section 1 - Stock Certificates: The shares of stock of the
Corporation shall be represented by certificates which shall be
numbered and shall be entered on the stock records of the
Corporation and registered as they are issued. Each certificate
shall state on its face that the Corporation 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 by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary; and shall be sealed with the
seal of the Corporation 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 certifi-cate, shall
cease to be such officer of the Corporation before such certificate
shall have been issued by the Corporation, such certificate may
nevertheless be issued by the Corporation 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
Corporation at the date of issue.
Each certificate shall set forth on its face or back or
state that the Corporation 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 Corporation
shall be transferable on the stock records of the Corporation in
person or by proxy duly authorized and upon surrender and
cancellation of the old certificates therefore.
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 Corporation or otherwise after any such
record date fixed as aforesaid. The record date so fixed by the
Board shall not be more than sixty (60) nor less than ten (10) days
before the date of the meeting of the shareholders, nor more than
sixty (60) 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 and Common: The Preferred Stock, and
the Common Stock of the Corporation shall consist of shares having
a par value of $.01 per share.
The designations, relative rights, preferences, limitations
and voting powers, or restrictions, or qualifications of the shares
of Preferred Stock and Common Stock shall be as set forth in the
Articles of Incorporation of the Corporation.
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 Corporation by the owner or
legal representative of a bond of indemnity against any claim that
may be made against the Corporation on account of such alleged
lost, stolen or destroyed certificate or such issuance of a new
certificate.
ARTICLE XII: AUTHORIZED SIGNATURES
Section 1 - Authorized Signatures: All checks, drafts and other
negotiable instruments issued by the Corporation shall be made in
the name of the Corporation and shall be signed manually or signed
by facsimile signature by such one of the officers of the
Corporation or such other person as the Chairman of the Board may
from time to time designate.
ARTICLE XIII: INSURANCE
Section 1 - Insurance: The Corporation may purchase and maintain
liability insurance, to the full extent permitted by law, on behalf
of any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by
such person in any such capacity.
ARTICLE XIV: AMENDMENTS OF BYLAWS
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.
December 2, 1994