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EXHIBIT 3.1
CMS NOMECO OIL & GAS CO.
RESTATED BYLAWS
ARTICLE I: LOCATION OF OFFICES
Section 1 - Registered Office: The registered office of CMS NOMECO Oil
& Gas Co. (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 Meeting: 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 10:30 o'clock A.M.,
Eastern Daylight Saving Time, or at such other time on the third Thursday
in April of
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each year, or upon such other day within sixty days thereafter, in each
case as the Board of Directors may designate.
Section 2 - Special Meetings: Special meetings of the shareholders may
be called by the Board of Directors, the Chairman of the Board or the
President. Such meeting 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 shareholders entitled to vote at such meeting, not less than
ten days nor more than sixty days prior to the date of the meeting, at
their last known address as the same appears on the stock records of the
Company. Such notice shall specify the time and place of holding the
meeting, the purpose or purposes for which such meeting is called, and the
record date fixed for the determination of shareholders entitled to notice
of and to vote at such meeting. The Board of Directors shall fix a record
date for determining shareholders entitled to notice of and to vote at a
meeting of shareholders, which record date shall not be more than sixty
days nor less than ten days before the date of the meeting. When a record
date has been so fixed by the Board, such record date shall apply to any
adjournment of the meeting unless the Board of Directors shall fix a new
record date for the 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,
in conformity with the provisions of the first paragraph of this Section 3,
shall be given to each shareholder of record as of the new record date
entitled to vote at the adjourned meeting.
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Section 4 - Quorum: Except as otherwise provided by law or by the
Articles of Incorporation, the holders of the shares of stock of the
Company entitled to cast a majority of the votes at a meeting shall
constitute a quorum for the transaction of business at the meeting, but a
lesser number may convene any meeting and, by a majority vote of the shares
present at the meeting, may adjourn the same from time to time until a
quorum shall be present.
Section 5 - Voting: Shareholders may vote at all meetings in person or
by proxy in writing, but all proxies shall be filed with the Secretary of
the meeting before being voted upon.
Subject to the provisions of the Articles of Incorporation of the
Company, at all meetings of the shareholders of the Company each
shareholder shall be entitled on all questions to one vote for each share
of stock held by such holder, and a majority of the votes cast by the
holders of shares entitled to vote thereon shall be sufficient for the
adoption of any question presented, unless otherwise provided by law or by
the Articles of Incorporation of the Company.
Section 6 - Action Without Meeting: Any action required or permitted
under law to be taken at an annual or special meeting of shareholders may
be taken without a meeting, without prior notice and without a vote, if
consents in writing, setting forth the action so taken, are signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote on such action were present and voted.
ARTICLE V: DIRECTORS
Section 1 - Number of Directors: The number of directors which
shall constitute the whole Board of Directors shall be determined by
resolution of a majority of the Board of Directors, but in no event shall
the number of directors be less than three nor more than twelve. The
number of directors may be decreased at any time and from time to time by a
majority of the directors then in office, but only to eliminate vacancies
existing by reason of the death, resignation, removal or expiration of the
term of one or more directors.
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Section 2 - Election: The directors shall be elected at the annual
meeting of shareholders by such shareholders as have the right to vote on
such election. Directors need not be shareholders of the Company.
Section 3 - Term of Office: Subject to the provisions of the Articles
of Incorporation of the Company, and unless otherwise provided by law, the
directors shall hold office from the date of their election until the next
succeeding annual meeting and until their successors are elected and
qualified, and until their resignation or removal.
Section 4 - Vacancies: Any vacancy or vacancies on the Board of
Directors arising from any cause may be filled by the affirmative vote of a
majority of the remaining directors although less than a quorum of the
Board. An increase in the number of members shall be construed as creating
a vacancy.
Section 5 - Fees: Except as otherwise provided by law, the Board of
Directors, by affirmative vote of a majority of directors then in office,
may establish reasonable compensation of directors for services to the
Company as directors, and may from time to time review and adjust such
compensation in an amount the Board may deem reasonable.
ARTICLE VI: DIRECTORS' MEETINGS
Section 1 - Organization Meeting: As soon as possible after their
election, the Board of Directors shall meet and organize and they may also
transact such other business as may be presented.
Section 2 - Other Meetings: Meetings of the Board of Directors may be
held at any time upon the call of the Secretary or Assistant Secretary made
at the direction of the Chairman of the Board, the President, an Executive
Vice President or two directors.
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Section 3 - Place of Meeting: All meetings of the Board of Directors
may be held within or without the State of Michigan.
Section 4 - Notice: A reasonable notice of all meetings of the Board
of Directors, in writing or otherwise, shall be given to each director or
sent to the director's residence or place of business; provided that no
notice shall be required for any 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 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.
Section 6 - Reliance upon Records: Every director, and every member
of any committee of the Board of Directors, shall, in the performance of
his or her duties, be fully protected in relying in good faith upon the
records of the Company and upon such information, opinions, reports or
statements presented to the Company by any of its officers or employees,
or committees of the Board of Directors, or by any other person as to
matters the director or member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company, including, but not limited
to, such records, information, opinions, reports or statements as to the
value and amount of the assets, liabilities and/or net profits of the
Company, or any other facts pertinent to the existence
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and amount of surplus or other funds from which dividends might
property be declared and paid, or with which the Company's capital stock
might properly be purchased or redeemed.
Section 7 - 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 or by
these Bylaws.
Section 8 - 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 9 - 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 Board, the Board of Directors may from time to time
designate one or more of their number to constitute an Executive or any
other Committee of the Board, as the Board of Directors may from time to
time determine to be desirable, and may fix the number of and designate the
Chairman of each such Committee. Except as otherwise provided by law, the
powers of each such Committee shall be as defined in the resolution or
resolutions of the Board of Directors relating to the authorization of such
Committee, and may include, if such resolution or resolutions so
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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 Board of 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 the Board of Directors. 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 - Fees: Except as otherwise provided by law, the Board of
Directors, by affirmative vote of a majority of directors then in office,
may establish reasonable compensation of directors for services to the
Company on Committees of the Board, and may from time to time review and
adjust such compensation in an amount the Board may deem reasonable.
Section 6 - Minutes: Except as otherwise determined by the Board of
Directors, each such committee shall make a written report or
recommendation following its meetings or keep minutes of all its meetings.
Section 7 - 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
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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 or less, then two 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 of the Company shall be elected
annually at the organization meeting of the Board of Directors, provided
that any officer not elected at such meeting may be elected at any
succeeding meeting of the directors. The Board shall elect a Chairman of
the Board, a President, a Secretary and a Treasurer, and if the Board so
determines, such other officers as the Board of Directors may from time to
time determine and as may be deemed necessary, who shall have such duties
and authority not inconsistent herewith, as may be prescribed by resolution
of the Board of Directors. Any two 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 or more officers.
Section 2 - Qualifications: The Chairman of the Board, Vice Chairmen,
if any, and the President shall be chosen from among the Board of
Directors.
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 the
Board of Directors may deem sufficient, the Board may delegate, for the
time being, the powers or duties, in whole or part, of any officer to any
other officer or to any director.
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Section 4 - Term of Office: Each officer of the Company shall hold
office until his successor is elected and qualified, or until his
resignation or removal. Any officer elected by the Board of Directors may
be removed by the Board with or without cause.
Section 5 - Compensation: The compensation of the officers shall be
fixed by the Board of Directors.
ARTICLE IX: AGENTS
Section 1 - Resident Agent: The Company shall have and continuously
maintain a resident agent, which may be either an individual resident in
the State of Michigan whose business office is identical with the Company's
registered office or a Michigan corporation or a foreign corporation
authorized to transact business in Michigan and having a business office
identical with the Company's registered office. The Board of Directors
shall appoint the resident agent.
Section 2 - Other Agents: The Board of Directors may appoint such
other agents as may in their judgment be necessary for the proper conduct
of the business of the Company.
ARTICLE X: POWERS AND DUTIES
Section 1 - Directors: The business and affairs of the Company shall
be managed by the Board of Directors and it 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
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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 the shareholders and of the Board of Directors;
shall perform and do all acts and things incident to the position of
Chairman of the Board; and perform such other duties as may be assigned
from time to time by the Board of Directors.
Unless otherwise provided by the Board, the Chairman of the Board shall
have full power and authority on behalf of the Company to execute any
shareholders' consents and to attend and act and to vote in person or by
proxy at any meetings of shareholders of any corporation in which the
Company may own stock and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership of
such stock and which, as the owner thereof, the Company might have
possessed and exercised, if present. The Board of Directors by resolution
from time to time may confer like powers upon any other person or persons.
Section 4 - Vice Chairman: A 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; and in the absence of both the Chairman of the Board and the
President, shall preside at meetings of directors and at meetings of
shareholders.
Section 5 - President: The President of the Company shall be the
chief executive officer of the Company and, subject to the supervision of
the Board of Directors, shall have general charge of the business and
affairs of the Company; shall perform all acts and things incident to the
position of President; and perform such other duties as may be assigned
from time to time by the Board of Directors. In the absence of the
Chairman of the Board, the President shall preside at meetings of
directors and at meetings of shareholders.
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Section 6 - Vice Presidents: The Vice Presidents shall perform such
of the duties of the President on behalf of the Company as may be
respectively assigned to them from time to time by the Board of Directors,
the Chairman of the Board or the President. In the absence or inability to
act of the President, a Vice President designated by the Board of Directors
or President shall have and exercise all the powers of the President. The
Board of Directors or Executive Committee may designate one or more of the
Vice Presidents as Executive Vice President or Senior Vice President.
Section 7 - General Counsel: The General Counsel shall have charge of
all matters of a legal nature involving the Company.
Section 8 - Secretary: The Secretary shall act as custodian of and
record the minutes of all meetings of the Board of Directors, of the
shareholders and of any committees of the Board of Directors which keep
formal minutes; shall attend to the giving and serving of all notices of
the Company; shall prepare or cause to be prepared the list of
shareholders required to be produced at any meeting; and 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 or shares of the capital stock. The Secretary
shall have charge of the stock records of the Company and such other books
and papers as the Board of Directors, the Chairman of the Board or the
President may direct; and in general, perform all the duties of Secretary,
subject to the control of the Board of Directors, the Chairman of the Board
and the President.
Section 9 - Treasurer: It shall be the duty of the Treasurer to have
the care and custody of all the funds and securities of the Company,
including the investment thereof, 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 endorse all commercial documents
requiring endorsements for or on behalf of the Company. The Treasurer
shall render an account of transactions to the Board of Directors as often
as the
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Board shall require the same; and shall perform all acts incident to
the position of Treasurer, subject to the control of the Board of
Directors, the Chairman of the Board and the President.
Section 10 - Controller: Subject to the control of the Board of
Directors, 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 President, or the Vice President having general charge of accounting.
Section 11 - Assistant Secretaries and Assistant Treasurers: An
Assistant Secretary or an Assistant Treasurer shall, in the absence or
inability to act or at the request of the Secretary or Treasurer,
respectively, perform the duties of the Secretary or Treasurer,
respectively; and shall perform such other duties as may from time to time
be assigned by the Board of Directors, the Chairman of the Board or the
President. The performance of any such duty shall be conclusive evidence
of their right to act.
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, if any, of each share
represented by the certificate; shall be signed by the Chairman of the
Board, the President or one of the Vice Presidents and by the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary and
sealed with the corporate 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, President,
Vice
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President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimiles. In case any officer, who shall have signed or
whose facsimile signature shall have been placed on any such certificate,
shall cease to be such officer of the Company before such certificate shall
have been issued by the Company, such certificate may nevertheless be
issued by the Company with the same effect as if the person, who signed
such certificate or whose facsimile signature shall have been placed
thereon, were such officer of the Company at the date of issue.
Each certificate shall set forth on its face or back or state that the
Company will furnish to a shareholder upon request and without charge a
full statement of the designations, relative rights, preferences and
limitations of the shares of stock of each class authorized to be issued
and of each series so far as the same have been prescribed and the
authority of the Board of Directors to designate and prescribe the relative
rights, preferences and limitations of other series.
Section 2 - Stock Records: The shares of stock of the Company shall be
transferable only 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 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, 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 nor less
than ten days before the date of the meeting of the shareholders, nor more
than sixty 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.
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Section 3 - Stock: The designations, relative rights, preferences,
limitations and voting powers, or restrictions, or qualifications of the
shares of the Company's 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 legal representative of a bond of
indemnity against any claim that may be made against the Company on account
of such alleged lost, stolen or destroyed certificate or such issuance of a
new certificate.
ARTICLE XII: DIVIDENDS AND DISTRIBUTIONS
Section 1 - Declaration and Payment: Subject to the provisions of
applicable law and the Articles of Incorporation of the Company, the Board
of Directors may from time to time declare and pay dividends, or make other
distributions, on its outstanding shares of stock.
ARTICLE XIII: 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 by facsimile by such one of the
officers of the Company or by such other person as the Chairman of the
Board may from time to time designate.
Section 2 - Contracts, Conveyances, Etc.: The Board of Directors shall
have the power to designate the officers and agents who shall have
authority to execute any instrument on behalf of the Company. When the
execution of any contract, conveyance or other instrument has been
authorized without specification of the executing officers, the Chairman of
the Board, the President or any Vice President may execute the same in the
name of and on behalf of this Company.
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ARTICLE XIV: FIDELITY BONDS
Section 1 - Officers' and Employees' Bonds: The officers and employees
of the Company shall give bonds for the faithful discharge of their
respective duties in such form and for such amounts as may be directed by
the Board of Directors.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
Section 1 - Indemnification: The Company shall indemnify its
directors, officers and employees to the full extent permitted by law as
provided in the Articles of Incorporation of the Company.
Section 2 - Insurance: The Company may purchase and maintain liability
insurance on behalf of its directors, officers or employees to the full
extent permitted by law.
ARTICLE XVI: AMENDMENTS
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 either a regular or special
meeting.
These Restated Bylaws have been duly adopted by the shareholders of CMS NOMECO
Gas & Oil Co. on the _____ day of October, 1995.
_______________________________________
Paul E. Geiger