EXHIBIT 3.2
SEMCO ENERGY, INC.
BYLAWS
ARTICLE I
STOCK
Section 1. Capital Stock. The Capital of this Corporation consists of
Forty Million (40,000,000) shares designated "Common Stock, $1.00 Par Value",
Five Hundred Thousand (500,000) shares designated "Cumulative Preferred Stock,
$1 Par Value" and Three Million (3,000,000) shares designated "Preference 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. The signatures may be facsimiles to the extent
allowed by law.
Section 3. 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 3, the determination applies to any adjournment of the meeting,
unless the Board fixes a new record date under this Section 3 for the adjourned
meeting.
Section 4. 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 transfer agent shall issue a duplicate
certificate in its place, upon the Corporation's being fully indemnified
therefor.
Section 5. Fiscal Year. The fiscal year of the Corporation shall end on
the 31st day of December in each year.
Section 6. Corporate Seal. Each certificate shall contain the seal of
the Corporation or a facsimile thereof.
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Section 7. 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 such date at such time and place as shall
be determined 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.
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. Whether or
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not a quorum is present, meetings 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. There
shall be a Chairman of the Board.
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
compensation 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
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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 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.
Section 10. Chairman of the Board. A Chairman of the Board of Directors
shall be elected annually. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors; and the Chairman
shall have such other powers and duties as designated in these bylaws and as
from time to time may be assigned to him by the Board of Directors.
Section 11. Lead Director. So long as the position of the Chairman of
the Board is not deemed Independent by the Board, there may be a Lead Director
who shall be an Independent Director of the Company selected by the Independent
Directors to serve a three-year term commencing the day following the annual
meeting. "Independence of a Director" requires the Board's affirmative
determination consistent with the tests prescribed by Section 303A.02 of the
NYSE Listed Company Manual. No Lead Director shall serve consecutive terms. The
duties of the Lead Director shall be to convene and chair meetings of the
Independent Directors and to assume other responsibilities which the Independent
Directors might designate from time to time.
ARTICLE IV
OFFICERS
Section 1. Number, Classification and Term of Office. The Board of
Directors shall select as officers of the Corporation a Chief Executive Officer,
a President, a Secretary and a Treasurer and may select one or more additional
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Secretaries and Assistant Treasurers, who shall be elected as officers by the
Board of Directors at their regular annual meeting or at any other meeting. The
term of office shall be for one year and until their successors are chosen. Any
two or more 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
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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. Chief Executive Officer. The Chief Executive Officer shall
have supervision of the Company's policies, business and affairs, and such other
powers and duties as are commonly incident to the office of Chief Executive
Officer. He may call meetings of the Board of Directors. 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.
Section 2. President. The President shall have supervision of the
Company's policies, business and affairs, and such other powers and duties as
are commonly incident to the office of President and shall have general and
active supervision over the property, business and affairs of the Company and
over its several officers and shall have such other duties as shall be delegated
by the Chief Executive Officer or the Board of Directors. 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.
Section 3. Vice President(s). If the Board of Directors shall have
selected one or more additional Executive Vice Presidents, Senior Vice
Presidents or 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
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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; shall attend to the
giving and receiving of all notices of the Corporation; and, in addition, shall
perform such other duties as may be delegated to the Secretary by the Board of
Directors.
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.
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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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