EXHIBIT 3b
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 May 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 May.
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
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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, 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
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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.
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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 members and designate the Chairperson of each such Committee,
except that the Audit Committee shall consist of not less than three
outside members of the Board of Directors. Except as 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 the 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.
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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 a committee of the Board of Directors composed of
independent directors as defined by applicable law and regulation.
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
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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.
Section 4 - Chief Executive Officer: The Chief Executive Officer,
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. Unless otherwise provided by the Board or the
Executive Committee, the Chief Executive Officer shall have full
power and authority on behalf of the Company to execute any
shareholder, member or partnership consents and to attend and act and
to vote in person or by proxy at any meetings of shareholders,
members or partners of any entity in which the Company may own stock
or an interest and at any such meeting shall possess and may exercise
any and all the rights and powers incident to the ownership of such
stock or interest and which, as the owner thereof, the Company might
have possessed and exercised if present. If the Chief Executive
Officer shall not exercise such powers, or in the absence or
inability to act of the Chief Executive Officer, 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. In the absence of the Chairman of the
Board and a Vice Chairman, the Chief Executive Officer shall preside
at meetings of Directors. In the absence of the Chairman of the
Board, the Chief Executive Officer shall preside at meetings of
shareholders.
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Section 5 - President: The President shall be the chief operating
officer of the Company and 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, the Chairman of the Board or the Chief Executive
Officer.
Section 6 - 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 7 - 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 8 - 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 9 - 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 10 - 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
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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 11 - General Counsel: The General Counsel, if any, shall have
charge of all matters of a legal nature involving the Company.
Section 12 - 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 13 - 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
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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.
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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, the Vice Chairman of
the Board, President or the Treasurer 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.
Amended and Restated
October 1, 2004