Exhibit (3)(d)
CONSUMERS ENERGY COMPANY
BYLAWS
ARTICLE I: LOCATION OF OFFICES
Section 1 - Registered Office: The registered office of
Consumers Energy 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
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
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
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 (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 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 (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 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 (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 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
Section 1 - Number: The Board of Directors of the Company 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 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
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 (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 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
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 (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 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 (2) 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 (2) 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
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
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 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
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
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 (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, 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
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: INSURANCE
Section 1 - Insurance: The Company 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 Company, or is or was serving at the request of
the Company 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.
March 11, 1997