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EXHIBIT 3(b)
Revised 10/14/93
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
BYLAWS
ARTICLE I
STOCK
Section 1. CAPITAL STOCK. The Capital of this Corporation consists of
Twenty Million (20,000,000) shares designated "Common Stock $1.00 Par Value"
and Five Hundred Thousand (500,000) shares designated "Cumulative Preferred
Stock, $1 Par Value".
Section 2. CERTIFICATE OF SHARES. The Certificates for shares of the
Capital Stock of this Corporation shall be in such form, not inconsistent with
the Articles of Incorporation of the Corporation, as shall be prepared or be
approved by the Board of Directors. The Certificates shall be signed by the
President or a Vice President.
Section 3. TRANSFER OF SHARES. Shares of the Capital Stock of the
Corporation shall be transferred by endorsement of the Certificates
representing said shares by the registered holder thereof or his attorney, and
its surrender to the Secretary for cancellation. Whereupon the Secretary shall
issue to the transferee or transferees, as specified by the endorsement upon
the surrendered certificate, new certificates for a like number of shares.
Transfers shall be made only upon the books of the Corporation and upon said
surrender and cancella-tion; and shall entitle the transferee to all
privileges, rights and interests of a shareholder of this Corporation.
Section 4. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. The Board of
Directors may in its discretion for the purpose of determining shareholders
entitled to notice of and to vote at a meeting of shareholders or any
adjournment thereof, or to express consent or dissent from a proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of a dividend or allotment of a right, or for the purpose of any other
action, fix in advance a date as the record date for any such determination of
shareholders. The record date shall not be more than sixty (60) nor less than
ten (10) days before the date of the meeting, nor more than sixty (60) days
before any other action. When a determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders has been made as
provided in this Section 4, the determination applies to any adjournment of the
meeting, unless the Board fixes a new record date under this Section 4 for the
adjourned meeting.
Section 5. LOST CERTIFICATES. In case of the loss of any certificate of
shares of stock, upon due proof by the registered holder or his
representatives, by affidavit of such loss, the Secretary shall issue a
duplicate certificate in its place, upon the Corporation's being fully
indemnified therefor.
Section 6. FISCAL YEAR. The fiscal year of the Corporation shall end on
the 31st day of December in each year.
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Section 7. CORPORATE SEAL. The Board of Directors shall provide a
suitable corporate seal, which seal shall be in charge of the Secretary, and
shall be used by him.
Section 8. REDEMPTION OF CONTROL SHARES. Consistent with the provisions
of Section 799 of the Michigan Business Corporation Act, MCL 450.1799, control
shares of the Company acquired in a control share acquisition, with respect to
which no acquiring person statement has been filed with the Company, are, at
any time during the period ending 60 days after the last acquisition of control
shares or the power to direct the exercise of voting power of control shares by
the acquiring person, subject to redemption by the Company at the fair value of
the shares pursuant to procedures adopted by the Board of Directors.
After an acquiring person statement has been filed and after the meeting
at which the voting rights of the control shares acquired in a control share
acquisition are submitted to the shareholders, the shares are subject to
redemption by the Company at the fair value of the shares pursuant to
procedures adopted by the Board of Directors unless the shares are accorded
full voting rights by the shareholders as provided in Section 798 of the
Michigan Business Corporation Act.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. TIME, PLACE AND PURPOSE. Meetings of the shareholders of the
Corporation shall be held annually on the third Tuesday in April in each year,
beginning in the year 1978, (or if said day be a legal holiday, then on the
next succeeding day not a holiday) at 2:00 o'clock P.M., at the office of the
Corporation in the City of Port Huron, Michigan, or at such other place within
or without the State of Michigan as may be fixed by the Board of Directors, for
the purpose of electing Directors and for the transaction of such other
business as may properly be brought before the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President and Secretary, and shall be called by either of them by
vote of a majority of the Board of Directors or at the request in writing of
shareholders of record owning a majority of the entire shares of the
Corporation issued and outstanding and entitled to vote at such meetings.
Section 3. NOTICE. Written notice of any shareholders' meeting shall be
mailed to each shareholder of record entitled to vote at the meeting at his
last known address, as the same appears on the stock book of the Corporation,
or otherwise, or delivered in person, not less than ten (10) nor more than
sixty (60) days before any meeting, and such notice of meeting shall indicate
the object or objects thereof. Nevertheless, if all the shareholders entitled
to vote at the meeting shall waive notice of the meeting, no notice of the same
shall be required and, whenever all the shareholders entitled to vote at the
meeting shall meet in person or by proxy, such meeting shall be valid for all
purposes, without call or notice, and at such meeting any corporate action
shall not be invalid for want of notice.
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Section 4. QUORUM. At any meeting of the shareholders, the holders of
the issued and outstanding shares of the Corporation entitled to cast a
majority of the votes at the meeting, whether present in person or represented
by proxy, shall constitute a quorum. The shareholders present in person or by
proxy at such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Meetings at which less than a quorum is represented, however, may be
adjourned from time to time to a further date without further notice other than
the announcement at such meeting and, when a quorum shall be present upon such
adjourned date, any business may be transacted which might have been transacted
at the meeting as originally called.
Section 5. VOTING. Each shareholder entitled to vote at any meeting
shall have one vote in person or by proxy for each share held by him which has
voting power upon the matter in question at the time, but no proxy shall be
voted after three years from its date unless said proxy provides for a longer
period. In all elections for Directors, each shareholder entitled to vote
shall have the right to vote, in person or by proxy, the number of voting
shares owned by him, for as many persons as there are Directors to be elected,
or to cumulate said shares and give one candidate as many votes as the number
of Directors multiplied by the number of his voting shares shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.
Section 6. ORGANIZATION. Meetings of the shareholders shall be presided
over by the Chairman of the Board, or the President, or if neither is present,
by any Vice President or, if no Vice President is present, by a chairman to be
chosen at the meeting. The Secretary of the Corporation or, if he is not
present, an Assistant Secretary of the Corporation, if present, shall act as
Secretary of the meeting, but if no such officer is present, the presiding
officer shall appoint any person to act as Secretary of the meeting.
Section 7. INSPECTORS. The Board of Directors, in advance of a
shareholders' meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. The inspectors shall perform such duties and shall
make such determinations as are prescribed by law.
Section 8. GIVING NOTICE. Any notice required by statute or by these
Bylaws to be given to the shareholders, or to Directors, or to any officer of
the Corporation, shall be deemed to be sufficient to be given by depositing the
same in a post office box in a sealed, postpaid wrapper, addressed to such
shareholder, Director, or officer at his last known address with proper postage
and such notice shall be deemed to have been given at the time of such mailing.
Section 9. NEW SHAREHOLDERS. Every person becoming a shareholder in this
Corporation shall be deemed to assent to these Bylaws, and shall designate to
the Secretary the address to which he desires that the notice herein required
to be given may be sent, and all notices mailed to such addresses, with postage
prepaid, shall be considered as duly given at the date of mailing, and any
person failing to so designate his address shall be deemed to have waived
notice of such meeting.
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ARTICLE III
DIRECTORS
Section 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The business and
the property of the Corporation shall be managed and controlled by the Board of
Directors. The number of Directors shall be eleven (11). Directors shall hold
office for staggered terms as provided in the Articles of Incorporation.
Section 2. PLACE OF MEETING. The Directors may hold their meetings in
such place or places within or without this State as a majority of the Board of
Directors may, from time to time, determine.
Section 3. MEETINGS. Meetings of the Board of Directors may be called at
any time by the Chairman, President or Secretary, or by a majority of the Board
of Directors. Directors shall be notified in writing of the time, place and
purpose of all meetings of the Board at least three days prior thereto. Any
Director shall, however, be deemed to have waived such notice by his attendance
at any meeting. The Chairman of the Board, or in his absence the President,
shall preside at meetings of the Board.
Section 4. QUORUM. A majority of the Board of Directors shall constitute
a quorum for the transaction of business and, if at any meeting of the Board of
Directors there be less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
Section 5. VACANCIES. Vacancies in the Board of Directors shall be
filled by the remaining members of the Board and each person so elected shall
be a Director until his successor is elected by the shareholders.
Section 6. COMPENSATION. No Director shall receive any salary or
compensa-tion for his services as Director, unless otherwise especially ordered
by the Board of Directors or by the Bylaws.
Section 7. AGE OF RETIREMENT. Notwithstanding anything above to the
contrary, no individual shall serve as a director past the Retirement Age. Any
individual reaching the Retirement Age while serving as director shall be
considered to have resigned as of that date. No individual who has reached the
Retirement Age shall qualify to run for election, or serve, as a director. The
Retirement Age for individuals serving as directors on January 1, 1987 shall be
75 years. The Retirement Age for all other individuals shall be 70 years. The
Board of Directors, however, may waive the provisions of this Section as to any
director in its discretion by majority vote of the remaining directors in
office.
Section 8. RESIGNATION OF EMPLOYEE DIRECTOR. Notwithstanding anything
above to the contrary, any individual who is an employee of the Corporation or
any majority-owned subsidiary when elected or appointed as a director, shall
cease to be a director when that employment ends for any reason and shall be
considered to have resigned as a director as of that date. The Board of
Directors, however, may waive the provisions of this Section as to any director
in its discretion by majority vote of the remaining directors in office.
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Section 9. QUALIFICATIONS. In addition to any other qualifications for a
director imposed by law, these Bylaws, or the Articles of Incorporation, a
person shall not qualify to serve as a director if that person has previously
served concurrently as a director of the Corporation and an employee of the
Corporation or any majority-owned subsidiary, but is no longer an employee.
The Board of Directors, however, may waive the provisions of this Section as to
any director in its discretion by majority vote of the remaining directors in
office.
ARTICLE IV
OFFICERS
Section 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The Board of
Directors shall select a President, a Secretary, a Treasurer and a Director,
Audit and Corporate Services and may select one or more additional Vice
Presidents, Assistant Secretaries and Assistant Treasurers, who shall be
elected by the Board of Directors at their regular annual meeting. The term of
office shall be for one year and until their successors are chosen. No one of
such officers, except the President, need be a Director. Any two of the
offices, except those of President and Vice President, may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument in
more than one capacity. The Board of Directors shall fix the salaries of the
officers of the Corporation. The Board of Directors may also fill any vacancy
in the foregoing offices at any regular or special meeting duly called and
held.
Section 2. APPOINTMENTS AND REMOVAL OF OFFICERS. The Board of Directors
may also appoint such other officers and agents as they may deem necessary for
the transaction of the business of the Corporation. All officers and agents
shall respectively have such authority and perform such duties in the
management of the property and affairs of the Corporation as may be designated
by the Board of Directors. Without limitation of any right of an officer or
agent to recover damages for breach of contract, the Board of Directors may
remove any officer or agent whenever, in their judgment, the business interests
of the Corporation will be served thereby.
Section 3. BONDING OF OFFICERS. The Board of Directors may secure the
fidelity of any or all of such officers by bond or otherwise.
ARTICLE V
DUTIES OF OFFICERS
Section 1. PRESIDENT. The President shall be the chief executive officer
of the Company and, as such, shall have supervision of its policies, business
and affairs, and such other powers and duties as are commonly incident to the
office of chief executive officer. He may sign, execute, and deliver in the
name of the Company powers of attorney, contracts, bonds, and other obligations
and shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws. He may appoint officers, agents, or
employees other than those appointed by the Board of Directors.
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Section 2. EXECUTIVE VICE PRESIDENT. The Executive Vice President shall
be the chief operating officer of the Company. He shall exercise such duties
as customarily pertain to the office of Executive Vice President and chief
operating officer and shall have such other duties as shall be delegated by the
President. He may sign, execute, and deliver in the name of the Company powers
of attorney, contracts, bonds, and other obligations and shall perform such
other duties as may be prescribed from time to time by the Board of Directors
or by the Bylaws. In the absence or disability of the President, the Executive
Vice President shall perform the duties and exercise the powers of the
President.
Section 3. VICE PRESIDENT(S). If the Board of Directors shall have
selected one or more additional Vice Presidents, any such Vice President shall
do and perform such acts and shall exercise such powers and have such
responsibilities as the Board of Directors may, from time to time, authorize or
direct.
Section 4. TREASURER. The Treasurer shall have custody and keep account
of all money, funds and property of the Corporation, unless otherwise
determined by the Board of Directors, and he shall render such accounts and
present such statement to the Directors and President as may be required of
him. He shall deposit all funds of the Corporation which may come into his
hands in such bank or banks as the Board of Directors may designate. He shall
keep his bank accounts in the name of the Corporation, and shall exhibit his
books and accounts, at all reasonable times, to any Director of the Corporation
upon application at the offices of the Corporation during business hours. He
shall pay out money as the business may require upon the order of the properly
constituted officer or officers of the Corporation, taking proper vouchers
therefor; provided, however, that the Board of Directors shall have power by
resolution to delegate any of the duties of the Treasurer to other officers,
and to provide by what officers, if any, all bills, notes, checks, vouchers,
orders or other instruments shall be countersigned. He shall perform, in
addition, such other duties as may be delegated to him by the Board of
Directors.
Section 5. SECRETARY. The Secretary of the Corporation shall keep the
minutes of all the meetings of the Shareholders, Board of Directors and
Committees of the Board in books provided for that purpose; he shall attend to
the giving and receiving of all notices of the Corporation; he shall sign, with
the President or a Vice President, in the name of the Corporation, all
contracts authorized by the Board of Directors and, when necessary, shall affix
the corporate seal of the Corporation thereto; he shall have charge of the
certificate books, transfer books and stock ledgers and such other books and
papers as the Board of Directors may direct; all of which shall, at all
reasonable times, be open to the examination of any Director upon application
at the office of the Secretary; and, in addition, such other duties as may be
delegated to him by the Board of Directors.
Section 6. DIRECTOR, AUDIT AND CORPORATE SERVICES. The Director, Audit
and Corporate Services shall be responsible for directing internal audit
functions and the internal audit staff. He shall also be responsible for
maintaining the relationship with the Audit Committee including assisting in
the setting of agendas and the scheduling of meetings. He shall also function
as the Quality Process Facilitator and perform other duties as assigned.
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ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. The Corporation shall indemnify any person against expenses
(including attorney fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person by reason of the fact that such
person is or was a director or officer of the Corporation, in connection with
any threatened, pending or completed action, suit or proceeding to the full
extent allowed by Sections 561, 562, 563 and 564 of the Michigan Business
Corporation Act from time to time in effect (including, where permitted and
upon any undertaking required, payment in advance of expenses); provided,
however, that except with respect to actions, suits or proceedings initiated by
any such person to enforce his or her rights to indemnification or advancement
of expenses under this Article or otherwise, the Corporation shall indemnify
any such person in connection with an action, suit or proceeding initiated by
such person only if such action, suit or proceeding was authorized or ratified
by the Board of Directors of the Corporation. "Proceeding" as used in this
Article shall include any proceeding within an action or suit.
2. Without limiting in any way Section 1 of this Article:
(a) The Corporation may, by action of or approval by its Board of
Directors, provide indemnification and/or advancement of expenses to employees
or agents of the Corporation who are not directors or officers in the same
manner and to the same extent as such rights are provided to directors and
officers pursuant to this Article.
(b) The indemnification and advancement of expenses provided by or
granted pursuant to this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under these Bylaws, the Articles of Incorporation, contractual
agreement, or otherwise by law and shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such person.
ARTICLE VII
AMENDMENTS
The shareholders entitled to vote or the Board of Directors may alter,
amend, add to or repeal these Bylaws, including the fixing and altering of the
Board of Directors; provided that the Board of Directors shall not make or
alter any Bylaws fixing their number, qualifications, classification, or term
of office.
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