EXHIBIT 3.1

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AMENDED BYLAWS

DTE ENERGY COMPANY

AS AMENDED THROUGH FEBRUARY 24, 2005

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AMENDED BYLAWS
of
DTE ENERGY COMPANY

INDEX

Page

ARTICLE I. Shareholders..................................................................................1

ARTICLE II. Board of Directors and Committees............................................................5

ARTICLE III. Officers....................................................................................9

ARTICLE IV. Capital Stock...............................................................................10

ARTICLE V. Delivery of Notices..........................................................................11

ARTICLE VI. Checks, Notes, Bonds, Debentures, etc.......................................................12

ARTICLE VII. Corporate Seal.............................................................................12

ARTICLE VIII. Control Share Acquisitions................................................................12

ARTICLE IX. Amendment of Bylaws.........................................................................13

AMENDED BYLAWS

DTE ENERGY COMPANY

AS AMENDED THROUGH FEBRUARY 24, 2005

ARTICLE I.
SHAREHOLDERS

Section 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Company shall be held on such date and at such time and place as may be
fixed by the Board of Directors and stated in the notice of meeting, for the
purpose of electing directors and such other purpose or purposes as may be
stated in the notice of meeting.

Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Board of Directors, the Chairman of the Board, the Presiding
Director, if one has been designated, or the holders of record of three-quarters
of the outstanding shares of stock of the Company entitled to vote at such
meeting, on such date and at such time and place as may designated and for such
purpose or purposes as set forth in the notice of meeting.

Section 3. NOTICE OF MEETINGS. Written notice or notice by electronic
transmission of the date, time, place and purpose or purposes of every meeting
of the shareholders shall be given in the manner described in Article V. If a
shareholder or proxy holder may be present and vote at a meeting by remote
communication, the means of remote communication allowed shall be included in
the notice. Notice of a special meeting shall also indicate that it is being
issued by or at the direction of the Board of Directors, the Chairman of the
Board, the Presiding Director, if one has been designated, or the holders of
three-quarters of the outstanding shares of stock of the Company.

Notice of a meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, or a waiver of notice by
electronic transmission, whether before or after the meeting. The attendance of
any shareholder at a meeting, in person or by proxy, will result in both of the
following:

(a) Waiver of objection to lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and

(b) Waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.

Section 4. ADJOURNMENTS. Any meeting of shareholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place. Notice need not be given of any adjourned meeting if the new date, time
and place of the meeting are announced at the meeting at which the adjournment
is taken. A shareholder or proxy holder may be present and vote at the adjourned
meeting by means of remote communication if he or she were permitted to be
present and vote by that means of remote communication in the original meeting
notice. If a notice of the adjourned meeting is not given, the Company may only
transact business that might have been transacted at the original meeting. If,
after the adjournment, the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder entitled to notice under these Bylaws as of the new record date.

Section 5. QUORUM. Unless otherwise provided by law, the Articles of
Incorporation or these Bylaws, the holders of a majority of the outstanding
shares of stock of the Company entitled to vote at such meeting, whether present
in person or by proxy, shall constitute a quorum at any meeting of shareholders.
If at any meeting there shall be no quorum, the holders of a majority of the
outstanding shares of stock so present or represented shall have the power to
adjourn the meeting, without notice other than announcement at the meeting of
the new meeting time and place, until a quorum has been obtained. When a quorum
is present, 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.

Section 6. VOTING AND INSPECTORS. Except as otherwise provided in the
Articles of Incorporation, each outstanding share of capital stock shall be
entitled to one vote on each matter submitted to a vote. Votes may be cast
orally, in writing or by any other means permitted under Michigan law, as the
chair of the meeting may decide. All voting may be done either in person or by
proxy appointed by instrument in writing or by electronic means (telephone or
internet), signed, or identified by the shareholder's identification number or
other unique identifier that is reasonably designed to ensure authenticity by
such shareholder or his or her authorized agent. When an action, other than the
election of directors, is to be taken by a vote of the shareholders, it shall be
authorized by a majority of the votes cast by the holders of shares entitled to
vote on the matter, unless a greater vote is required by law, the Articles of
Incorporation or these Bylaws. In all elections of directors, every holder of
common stock, and every holder of preferred stock entitled to vote for the
election of directors whose preferred stock has been granted the right to
cumulate votes in the election of directors, shall have the right to vote the
number of shares of stock owned by such shareholder for as many persons as there
are directors to be elected and for whose election such shareholder has the
right to vote, or to cumulate all the votes such shareholder could cast for
election of directors and cast them all for one candidate or distribute them
among candidates for whom such shareholder is entitled to vote, as such
shareholder shall think fit. Directors shall be elected by a plurality of the
votes cast at any election.

In advance of any meeting of shareholders, the Board of Directors may
appoint one or more inspectors for the meeting. If inspectors are not so
appointed, the chair of the meeting may appoint such inspectors. No officer or
director of the Company or candidate for director shall be appointed as an
inspector.

Section 7. RECORD OF SHAREHOLDERS. For the purpose of determining the
shareholders entitled (a) to notice of, or to vote at, any meeting of
shareholders or any adjournment thereof, (b) to express consent to, or dissent
from, any proposal without a meeting, or (c) to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board of Directors may fix, in advance, a date as the record date for any such
determination of shareholders. The record date shall not precede the date upon
which it is fixed and shall not be less than 10 days nor more than 60 days
before the date of the meeting, or the taking of any other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting, unless
the Board of Directors chooses to fix a new record date for the adjourned
meeting.

Section 8. LIST OF SHAREHOLDERS. The Corporate Secretary shall prepare
or have prepared before every meeting of shareholders a complete list of
shareholders entitled to vote at the meeting in compliance with Michigan law.

Section 9. ORDER OF BUSINESS. At each meeting of shareholders, a chair
shall preside. In the absence of a specific selection by the Board of Directors,
the chair shall be the Chairman of the Board as provided in these Bylaws. The
chair shall determine the order of business and shall have the authority in his
or her sole discretion to regulate the conduct of any such meeting including,
without limitation, by imposing restrictions on the persons (other than
shareholders of the Company or their duly appointed proxies) who may attend any
such shareholders' meeting, by ascertaining whether any shareholder or his proxy
may be excluded from any meeting of shareholders based upon any determination by
the chair in his or her sole discretion, that any such person has unduly
disrupted or is likely to disrupt the proceedings of the meeting, and by
determining the circumstances in which any person may make a statement or ask
questions at any meeting of shareholders. The chair of the meeting shall
announce at the meeting when the polls close for each matter voted upon. If no
announcement is made, the polls shall be deemed to have closed upon the final
adjournment of the meeting. After the polls close, no ballots, proxies or votes,
nor any revocations or changes thereto may be accepted.

Section 10. DIRECTOR NOMINATIONS AND SHAREHOLDER BUSINESS.

(a) ANNUAL SHAREHOLDER MEETING. At an annual meeting of
shareholders, only such business will be conducted or considered as is properly
brought before the meeting. To be properly brought before an annual meeting:

(i) Nominations of persons for election as directors
may be made only at an annual meeting (A) by or at the direction of the
Board of Directors or a committee thereof, or (B) by any shareholder
who is a shareholder of record at the

time of giving notice, who is entitled to vote at the annual meeting
and who complies with the notice requirements set forth in this
Section.

(ii) Other business to be considered at an annual
meeting shall be: (A) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors, Chairman of the Board, the President, a Vice President, the
Corporate Secretary or an Assistant Corporate Secretary; (B) brought by
or at the direction of the Board of Directors; or (C) properly
requested by a shareholder of the Company in accordance with the law
and with the notice requirements provided in this Section.

(b) A shareholder who intends to make a director nomination or to
bring any other matter before an annual meeting must give notice of his or her
intent in writing to the Corporate Secretary. A shareholder's notice must be
received at the principal executive offices of the Company not less than 60 nor
more than 90 calendar days prior to the annual meeting of shareholders. If the
Company does not make a public announcement of an annual meeting date at least
70 calendar days prior to the date of the annual meeting, a shareholder's notice
must be received at the principal executive offices of the Company by the close
of business on the 10th day following the Company's first public announcement of
the annual meeting date.

(i) the name and address, as they appear on the
Company books, of the shareholder making the nomination or proposing the
shareholder business, along with the class and number of shares of Company stock
owned by the shareholder;

(ii) a representation that the shareholder is a
shareholder of record of Company stock entitled to vote at such annual meeting
and intends to appear in person or by proxy at the annual meeting to make the
nomination or propose the business specified in the notice;

(iii) if the shareholder notice is to bring a matter
up for vote at a shareholder meeting, (A) a description in reasonable detail of
the business desired to be brought before the annual meeting, (B) the reasons
for conducting such business at the annual meeting, (C) any material interest
the shareholder has in the matter, and (D) compliance with all applicable
requirements of the Securities Exchange Act of 1934, as amended (the "Act"), for
shareholder proposals, including matters covered by Rule 14a-8;

(iv) if a shareholder notice is to nominate a person
for election as a director, a description of all arrangements or understandings
between or among any of (A) the shareholder giving the notice, (B) the
beneficial owner on whose behalf the notice is given, (C) each nominee, and (D)
any other person or person (naming such person or persons) pursuant to which the
nomination is to be made by the shareholder giving the notice; and

(v) if a shareholder notice is to nominate a person
for election as a director, the information that would be required to be
disclosed in a proxy statement to comply with all applicable requirements of the
Act and the rules and regulations thereunder as if each nominee had been
nominated by the Board.

Any shareholder notice to nominate a person for the election as a
director must be accompanied by a written and signed consent of each nominee to
serve as a director of the Company if elected.

(d) SPECIAL SHAREHOLDER MEETINGS. At a special meeting of
shareholders, only such business may be conducted or considered as is properly
brought before the meeting. To be properly brought before a special meeting,
business must be (i) specified in the notice of the meeting (or any supplement
thereto), given by or at the direction of the Board of Directors, Chairman of
the Board, the Presiding Director, if one has been designated, or the holders of
record of three-quarters of the outstanding shares of stock of the Company
entitled to vote at such meeting, in accordance with Article I, Section 3 of
these Bylaws; or (ii) otherwise brought before the meeting by the chair of the
meeting or by or at the direction of the Board of Directors or a committee
thereof.

(e) The chair of any annual or special meeting of shareholders
shall have the power to declare that any proposed nomination or business matter
is not in compliance with these Bylaws and to declare that such defective
nomination or proposal be disregarded.

(f) For purposes of this Section, "public announcement" means
disclosure in a press release to a national news service or financial news
service or in a document publicly filed by the Company with the Securities and
Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Act, or
publicly filed by the Company with any national securities exchange or quotation
service through which the Company's stock is listed or traded, or furnished by
the Company to its shareholders.

(g) Nothing in this Section will be deemed to affect any rights of
shareholders to request inclusion of proposals in the Company's proxy statement
pursuant to Rule 14a-8 under the Act.

ARTICLE II.
BOARD OF DIRECTORS AND COMMITTEES

Section 1. NUMBER AND TIME OF HOLDING OFFICE. The business and affairs
of the Company shall be managed by or under the direction of a Board of
Directors. The number of directors constituting the entire Board of Directors
shall be determined from time to time by resolution of the Board of Directors;
provided that no change in the number of directors shall serve to shorten the
term of office of any incumbent director. The directors shall be divided into
three classes, as nearly equal in

number as possible, and the term of the office of the first class shall expire
at the 1996 annual meeting of shareholders, the term of office of the second
class shall expire at the 1997 annual meeting of shareholders and the term of
office of the third class shall expire at the 1998 annual meeting of
shareholders, or, in each case, until their successors shall be duly elected and
qualified. At each annual meeting commencing in 1996, a number of directors
equal to the number of the class whose term expires at the time of the meeting
shall be elected to hold office until the third succeeding annual meeting of
shareholders. If at any time the holders of any series of the Company's
Preferred Stock are entitled to elect directors pursuant to the Articles of
Incorporation of the Company, then the provisions of such series of Preferred
Stock with respect to their rights shall apply and such directors shall be
elected in a manner and for terms expiring consistent with the Articles of
Incorporation.

Each director shall serve for the term to which the director was
elected, and until a successor shall have been elected and qualified or until
the director's prior death, resignation, or removal. Except for the Chief
Executive Officer of the Company, no person who has served as an employee of the
Company or a subsidiary shall be elected a director after retiring from
employment with the Company or a subsidiary.

Section 2. VACANCIES. Any vacancy in the Board of Directors may be
filled by a majority vote of the remaining members of the Board of Directors
then in office (even if constituting less than a quorum). Each person elected by
the Board of Directors to fill a director vacancy shall be subject to election
by a vote of the shareholders at the next annual shareholder meeting. During the
existence of any vacancy, the remaining directors shall possess and may exercise
all the powers of the full Board of Directors, unless otherwise required by law
or these Bylaws.

Section 3. MEETINGS OF THE BOARD.

(a) Annual Meetings. An annual meeting of the Board of
Directors shall be held without notice each year as soon as practicable after
the adjournment of the annual meeting of shareholders for the purpose of
election of officers and consideration of such business that may properly be
brought before the meeting. If there is less than a quorum at the annual meeting
of the Board of Directors, the meeting shall be adjourned and the matters which
might have been taken up at the annual meeting may be taken up at any later
special or annual meeting, or by consent resolution.

(b) Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and at such places as may from time to
time be fixed by the Board of Directors.

(c) Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Presiding Director, if
one has been designated, or, during the absence or incapacity of the Chairman of
the Board or any designated Presiding Director, special meetings may be called
by the Executive Committee, if one has been designated, by giving reasonable
notice of the time and place

of such meetings or by obtaining waivers of notice either signed or received by
electronic transmission, before or after the meeting, from each absent director.
A director's attendance at or participation in any meeting of the Board of
Directors or a committee waives any required notice to him or her of the meeting
unless he or she, at the beginning of the meeting or upon his or her arrival,
objects to the meeting or the transacting of business at the meeting and does
not thereafter vote for or assent to any action taken at the meeting.

(d) A director may participate in a meeting by means of remote
communications where all persons participating in the meeting can communicate
with each other. Such participation shall constitute attendance at any meeting.

(e) Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

Section 4. QUORUM. A majority of the directors in office at the time of
a meeting of the Board of Directors shall constitute a quorum for the
transaction of business. If at any meeting of the Board of Directors there shall
be less than a quorum present, a majority of the directors present may adjourn
the meeting without notice other than announcement at the meeting of the new
meeting time and place, until a quorum has been obtained. The acts of a majority
of the directors present at any meeting at which there is a quorum shall be the
acts of the Board of Directors, unless otherwise provided by law, by the
Articles of Incorporation or by these Bylaws.

Section 5. CHAIRMAN OF THE BOARD. From its members, the Board of
Directors shall annually elect a Chairman of the Board. The Chairman of the
Board may simultaneously serve as the Chief Executive Officer. Subject to
Article I Section 9 and Article II Section 6, the Chairman of the Board shall
preside at meetings of the Board of Directors and meetings of shareholders at
which the Chairman of the Board is present.

Section 6. PRESIDING DIRECTOR. If the Chief Executive Officer
simultaneously serves as Chairman of the Board, the Board of Directors may elect
a Presiding Director from its other directors. The Presiding Director shall have
such authority and powers as the Board of Directors may from time to time
prescribe.

Section 7. COMMITTEES.

(a) Executive Committee. The Board of Directors may, by
resolution passed by a majority of the Board of Directors, designate an
Executive Committee to consist of the Chairman of the Board, the Presiding
Director, if one has been designated, and one or more of the other directors,
and alternates, and shall designate the chair of the Executive Committee.
Meetings of the Executive Committee may be called by the Chairman of the Board,
or, in the event of the incapacity or absence of the Chairman of the Board, the
Presiding Director, if one has been designated, or, in the incapacity or absence
of the Chairman of the Board and of any designated Presiding Director, meetings
may be called by one or more members of the Executive Committee by giving
reasonable

notice of the time and place of such meetings. The Executive Committee shall
have and may exercise, when the Board of Directors is not in session, all of the
powers of the Board of Directors in the management of the business and affairs
of the Company, and shall have the power to authorize the seal of the Company to
be affixed to all papers which may require it. The Executive Committee may make
rules for the conduct of its business and may appoint such subcommittees and
assistants, as it shall from time to time deem necessary. All action taken by
the Executive Committee shall be reported to the Board of Directors at its next
meeting succeeding such action. The Corporate Secretary or an Assistant
Corporate Secretary shall attend and act as the secretary of all meetings of the
Executive Committee and keep the minutes thereof.

(b) Other Committees. The Board of Directors may, by
resolution, appoint such other committees consisting of one or more directors,
and alternates, and shall designate the chair of each such committee. Committees
other than the Executive Committee shall have such authority as shall be
specified by the Board of Directors in the resolution making such appointments.

(c) The Board of Directors may designate one or more directors
as alternate members of any committee who may replace an absent or disqualified
member at any meeting of the committee. The Board shall have the power at any
time to fill vacancies in, to change the membership of, or to dissolve any
committee. A majority of the authorized number of members of any such committee
shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall be
the act of such committee. Committees and each member shall serve at the
pleasure of the Board.

(d) Notwithstanding the foregoing, no committee of the Board
shall have the power or authority to:

(i) amend the Articles of Incorporation, except that
a committee may prescribe the relative rights and preferences of the shares of a
series if the Articles of Incorporation authorize the Board of Directors to do
so;

(ii) adopt an agreement of merger or plan of share
exchange;

(iii) recommend to shareholders the sale, lease or
exchange of all or substantially all of the Company's property and assets;

(iv) recommend to shareholders a dissolution of the
Company or revocation of a dissolution;

(v) amend these Bylaws;

(vi) fill vacancies in the Board of Directors; or

(vii) unless expressly authorized by the Board of
Directors, declare a dividend or authorize the issuance of stock.

Section 8. ACTION BY CONSENT. Any action required or permitted at any
meeting of directors or committee of directors may be taken without a meeting,
without prior notice and without a vote, if all of the directors or committee
members entitled to vote on the action consent to the action in writing or by
electronic transmission, before or after the action is taken. Such consents
shall be filed with the minutes of the proceedings of the Board of Directors or
committee and shall have the same effect as a vote of the Board of Directors or
committee for all purposes.

Section 9. COMPENSATION. Each director of the Company who is not a
salaried officer or employee of the Company may receive reasonable compensation
for services as a director, including a reasonable fee for attendance at
meetings of the Board of Directors and committees thereof, service as a
committee chair or as Presiding Director and attendance at the Company's request
at other meetings or similar activities related to the Company.

ARTICLE III.
OFFICERS

Section 1. OFFICERS AND AGENTS. The officers of the Company shall be a
President, a Corporate Secretary and a Treasurer. The Board of Directors may
also, from time to time, elect a Chief Executive Officer and one or more Vice
Presidents, a Controller, a General Auditor, a General Counsel and such other
officers and agents, as it may deem proper or advisable in the conduct of the
affairs of the Company. The Board of Directors may, in its discretion, leave
vacant any office other than that of the President, Corporate Secretary, or
Treasurer. Except as otherwise provided by law, the Articles of Incorporation or
these Bylaws, one person may hold any number of offices.

Section 2. TERM OF OFFICE. The term of office of all officers shall be
until the next annual meeting of the Board of Directors or until the officers'
respective successors are chosen and qualified. Any officer or agent elected by
the Board of Directors may be removed by the Board at any time, with or without
cause.

Section 3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Company shall have general charge of the business and affairs of the Company,
subject to the control of the Board of Directors, may create in the name of the
Company corporate obligations or other instruments and shall perform such other
functions and acts as may be incident to the office of Chief Executive Officer
or prescribed by the Board of Directors from time to time. The Chief Executive
Officer may also simultaneously serve as the Chairman of the Board.

The Chief Executive Officer shall manage or supervise the conduct of
the corporate finances and relations of the Company with its shareholders, with
the public, and with regulatory authorities, and may exercise all powers
conferred upon the President elsewhere in the Bylaws. The Chief Executive
Officer may delegate from time to time to other officers, employees or positions
of the Company, such powers as the Chief

Executive Officer may specify in writing. A copy of each such delegation and of
any revocation or change shall be filed with the Corporate Secretary.

Section 4. PRESIDENT. The President shall have the power and authority,
subject to the control of the Board of Directors and the Chief Executive
Officer, if one has been appointed, to perform all acts incident to the
President's office or prescribed by the Board of Directors or the Chief
Executive Officer, or authorized or required by law. During the absence or
disability of the Chief Executive Officer, if one has been elected, the
President shall assume the duties and authority of the Chief Executive Officer
of the Company.

Section 5. OTHER OFFICERS. The other officers, agents, and employees of
the Company shall each have such powers and authority to perform such duties in
the management of the property and affairs of the Company, subject to the
control of the Board of Directors, as generally pertain to their respective
offices, as well as such powers and duties that, from time to time, may be
prescribed by the Board of Directors, by the Chief Executive Officer, or by the
President, as the case may be.

Section 6. COMPENSATION. The compensation of all executive officers of
the Company above the level of Assistant Vice President (or equivalent) and the
General Auditor (whether or not he or she is above the level of Assistant Vice
President) shall be fixed by the Board of Directors or by an authorized
committee of the Board of Directors.

Section 7. VOTING OF SHARES AND SECURITIES OF OTHER CORPORATIONS.
Unless the Board of Directors otherwise directs, the Company's Chairman of the
Board, Chief Executive Officer, President, Corporate Secretary and Assistant
Corporate Secretary shall each be authorized to vote or to designate a proxy to
vote all shares and other securities that the Company owns in any other
corporation or entity.

ARTICLE IV.
CAPITAL STOCK

Section 1. CERTIFICATES OF SHARES. Shares of the Company's stock may be
certificated or uncertificated, as provided under Michigan law at any time. The
certificated shares shall be represented by certificates signed by the Chairman
of the Board, the President or a Vice President and may also be signed by the
Treasurer, an Assistant Treasurer, the Corporate Secretary or an Assistant
Corporate Secretary of the Company, and shall be countersigned by a transfer
agent for the stock and registered by a registrar for such stock. The signatures
of the officers and the transfer agent and the registrar upon such certificates
may be facsimiles, engraved, or printed, subject to the provisions of applicable
law. In case any officer, transfer agent, or registrar shall cease to serve in
that capacity after their facsimile signature has been placed on a certificate,
the certificates may be issued with the same effect as if the officer, transfer
agent, or registrar were still in office. A certificate representing shares
shall state on its face that the Company is formed under the laws of the State
of Michigan and shall also state the name

of the person to whom it is issued, the number and class of shares and the
designation of the series, if any, that the certificate represents, and any
other provisions that may be required by the laws of the State of Michigan or by
federal law or by the rules or regulations of any stock exchange or other
organization applicable to the Company.

Section 2. UNCERTIFICATED SHARES. The Board of Directors may authorize,
by resolution, the issuance of some or all of the shares of any class or series
without certificates. The authorization will not affect shares already
represented by certificates until the certificates are surrendered to the
Company. Within a reasonable time after the issuance or transfer of shares
without certificates, the Company shall send the shareholder a written statement
of the information required on certificates by applicable law, rule or
regulation.

Section 3. TRANSFER OF SHARES. The Company shall make transfers of
stock on the Company's books (a) upon the presentation of the certificates by
the registered holder in person or by duly authorized agent or attorney, or upon
presentation of proper evidence of succession, assignment or authority to
transfer the stock and upon surrender of the appropriate certificates, or (b) in
the case of uncertificated shares, upon receipt of proper transfer instructions
from the registered owner of such uncertificated shares, or from a duly
authorized agent or attorney or from an individual presenting proper evidence of
succession, assignment or authority to transfer the stock.

Section 4. LOST OR DESTROYED STOCK CERTIFICATES. No certificate for
shares of stock of the Company shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except upon production of such
evidence of the loss, theft or destruction, and upon indemnification of the
Company and its agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.

ARTICLE V.
DELIVERY OF NOTICES

All notices to shareholders, directors and Board committee members
shall be given (a) personally, (b) by mail (as provided in the Michigan Business
Corporation Act, with postage pre-paid), and addressed to such person at the
address designated by him or her for that purpose, or, if none is designated, at
his or her last known address, (c) by electronic transmission in a manner
authorized by the person, or (d) as otherwise provided in the Michigan Business
Corporation Act. In addition to any other form of notice to a shareholder
permitted by the Articles of Incorporation, these Bylaws, or the Michigan
Business Corporation Act, any notice given to a shareholder by a form of
electronic transmission to which the shareholder has consented is effective.
When a notice is required or permitted by the Michigan Business Corporation Act
or these Bylaws to be given in writing, electronic transmission is written
notice. Notices given pursuant to this Article V shall be deemed to be given
when dispatched, or, if mailed, when deposited, with postage prepaid, in a post
office or official depository under the exclusive care and custody of the United
States Postal Service; provided that when a

notice or communication is permitted by the Michigan Business Corporation
Act or these Bylaws to be transmitted electronically, the notice or
communication is given when electronically transmitted to the person entitled to
the notice or communication in a manner authorized by the person. Further notice
shall be given by mail, publication, electronic transmission, or otherwise, if
and as required by law.

ARTICLE VI.
CHECKS, NOTES, BONDS, DEBENTURES, ETC.

All checks and drafts on the Company's bank accounts, all bills of
exchange and promissory notes, and all acceptances, obligations, and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents, either manually or by facsimile signature or
signatures, as shall be thereunto authorized from time to time by the Board of
Directors either generally or in specific instances; provided that bonds,
debentures, and other evidences of indebtedness of the Company bearing facsimile
signatures of officers of the Company shall be issued only when authenticated by
a manual signature on behalf of a trustee or an authenticating agent appointed
by the Board of Directors. In case any such officer of the Company shall cease
to be such after such officer's facsimile signature has been placed on the
document, such bonds, debentures or other evidences of indebtedness may be
issued with the same effect as if such person were still in office.

ARTICLE VII.
CORPORATE SEAL

The Board of Directors may provide a suitable seal containing the name
of the Company.

ARTICLE VIII.
CONTROL SHARE ACQUISITIONS

The Stacey, Bennett, and Randall Shareholder Equity Act (Chapter 7B of
the Michigan Business Corporation Act) shall not apply to any control share
acquisitions (as defined in such Act) of shares of the Company.

This Article VIII of the Bylaws may not be amended, altered, or
repealed with respect to any control share acquisition of shares of the Company
effected pursuant to a tender offer or other transaction commenced prior to the
date of such amendment, alteration, or repeal.

ARTICLE IX.
AMENDMENT OF BYLAWS

Those provisions of these Bylaws providing for a classified Board of
Directors (currently the third, fourth and fifth sentences of the first
paragraph of Section 1 of Article II) and the provisions of this sentence may be
amended or repealed only by the affirmative vote of the holders of a majority of
shares of Common Stock of the Company. Except as provided in the immediately
preceding sentence, Bylaws of the Company may be amended, repealed or adopted by
vote of the holders of a majority of shares at the time entitled to vote in the
election of any directors or by vote of a majority of the directors in office.