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EXHIBIT 3(b)
CMS ENERGY CORPORATION
BYLAWS
ARTICLE I: LOCATION OF OFFICES
Section 1 - Registered Office: The registered office of CMS Energy
Corporation, (the "Corporation") shall be at such place in the City of
Dearborn, County of Wayne, Michigan, or elsewhere in the State of
Michigan, as the Board of Directors may from time to time designate.
Section 2 - Other Offices: The Corporation may have and maintain other
offices within or without the State of Michigan.
ARTICLE II: CORPORATE SEAL
Section 1 - Corporate Seal: The Corporation shall have a corporate seal
bearing the name of the Corporation. 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 Corporation 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 Corporation 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 day 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 Corporation
or at such other place within or without the State of Michigan as the
Board of Directors may designate.
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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 Corporation. 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
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 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 Corporation, the holders of the shares
of stock of the Corporation 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.
Subject to the provisions of the Articles of Incorporation of the
Corporation at all meetings of the shareholders of the Corporation each
holder of Common Stock 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 Corporation.
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.
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ARTICLE V: DIRECTORS
Section 1 - Number: The Board of Directors of the Corporation 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 Corporation 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 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 therefore.
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 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
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meeting, unless otherwise provided by law, the Articles of Incorporation
of the Corporation or by these Bylaws.
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 authorization 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 Corporation.
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 Corporation 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 persons 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 Corporation 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 Corporation 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 Corporation shall hold
office until a 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 the Board of Directors.
ARTICLE IX: AGENTS
Section 1 - Resident Agent: The Corporation 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
Corporation'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 Corporation'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 Corporation.
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ARTICLE X: POWERS AND DUTIES
Section 1 - Directors: The business and affairs of the Corporation shall
be managed by the Board of Directors which shall have and exercise all
of the powers and authority of the Corporation except as otherwise
provided by law, by the Articles of Incorporation of the Corporation 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 be
the chief executive officer of the Corporation and, 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
Corporation; shall preside at all meetings of Directors and
shareholders; and shall perform and do all acts and things incident to
the position of Chairman of the Board, and such other duties as may be
assigned from time to time by the Board of Directors or the Executive
Committee.
Unless otherwise provided by the Board or the Executive Committee,
the Chairman of the Board shall have full power and authority on behalf
of the Corporation 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 Corporation may own stock
and at any such meeting shall possess and may exercise any and all the
rights and powers incident to the ownership of such stock and which, as
the owner thereof, the Corporation might have possessed and exercised if
present. If the Chairman of the Board shall not exercise such powers, or
in the absence or inability to act of the Chairman, 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.
Section 4 - President: The President shall be the chief operating
officer of the Corporation; shall perform and do all acts and things
incident to such position and such other duties as may be assigned from
time to time by the Board of Directors, the Executive Committee or the
Chairman of the Board; in the absence of the Chairman of the Board and a
Vice Chairman, shall preside at meetings of Directors; and in the
absence of the Chairman of the Board shall preside at meetings of
shareholders.
Section 5 - 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 Corporation 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 shall
preside at meetings of Directors; and in the absence of the Chairman of
the Board and the President shall preside at meetings of shareholders.
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Section 6 - 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 Corporation as may be respectively
assigned to them 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 7 - Controller: Subject to the control of 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
account-ing system of the Corporation, 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 8 - Treasurer: It shall be the duty of the Treasurer to have the
care and custody of all the funds and securities, including the
invest-ment thereof, of the Corporation which may come into 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 Corporation in such bank or
banks or depository as may be designated, may endorse all commercial
documents requiring endorsements for or on behalf of the Corporation,
may sign all receipts and vouchers for the payments made to the
Corporation, 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 9 - 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 Corporation; shall prepare or cause to
be prepared the list of shareholders required to be produced at any
meeting; shall attest the seal of the Corporation upon all contracts and
instruments executed under such seal, shall affix or cause to be affixed
the seal of the Corporation thereto and to all certificates of shares of
the capital stock, shall have charge of the stock records of the
Corporation, 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 10 - General Counsel: The General Counsel, if any, shall have
charge of all matters of a legal nature involving the Corporation.
Section 11 - 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
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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 right to act.
Section 12 - Principal Financial Officer and Principal Accounting
Officer: The Board of Directors or the Executive Committee may from time
to time designate officers of the Corporation to be the Principal
Financial Officer and the Principal Accounting Officer of the
Corporation.
ARTICLE XI: STOCK
Section 1 - Stock Certificates: The shares of stock of the Corporation
shall be represented by certificates which shall be numbered and shall
be entered on the stock records of the Corporation and registered as
they are issued. Each certificate shall state on its face that the
Corporation 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 by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary; and shall be sealed with the seal
of the Corporation 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
certifi-cate, shall cease to be such officer of the Corporation before
such certificate shall have been issued by the Corporation, such
certificate may nevertheless be issued by the Corporation 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
Corporation at the date of issue.
Each certificate shall set forth on its face or back or state that
the Corporation 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 Corporation shall
be transferable on the stock records of the Corporation in person or by
proxy duly authorized and upon surrender and cancellation of the old
certificates therefore.
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 Corporation 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
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(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 and Common: The designations, relative
rights, preferences, limitations and voting powers, or restrictions, or
qualifications of the shares of Preferred Stock and Common Stock shall
be as set forth in the Articles of Incorporation of the Corporation.
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 Corporation by the owner or legal representative of
a bond of indemnity against any claim that may be made against the
Corporation on account of such alleged lost, stolen or destroyed
certificate or such issuance of a new certificate.
ARTICLE XII: AUTHORIZED SIGNATURES
Section 1 - Authorized Signatures: All checks, drafts and other
negotiable instruments issued by the Corporation shall be made in the
name of the Corporation and shall be signed manually or signed by
facsimile signature by such one of the officers of the Corporation or
such other person as the Chairman of the Board, the Vice Chairman of the
Board, the President or the Treasurer may from time to time designate.
ARTICLE XIII: INSURANCE
Section 1 - Insurance: The Corporation 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
Corporation, or is or was serving at the request of the Corporation 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.
May 26, 2000
