Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report for Period Ended September 30, HTML 1.04M
2007
2: EX-3.(B) Cms Energy Corporation Bylaws HTML 38K
3: EX-3.(D) Consumers Energy Company Bylaws HTML 39K
4: EX-10.(A) Form of Indemnification Agreement Between Cms HTML 46K
Energy Corporation & Its Directors
5: EX-10.(B) Form of Indemnification Agreement Between HTML 46K
Consumers Energy Company & Its Directors
6: EX-31.(A) Cms Energy Corporation's Certification of the CEO HTML 12K
Pursuant to Section 302
7: EX-31.(B) Cms Energy Corporation's Certification of the CFO HTML 13K
Pursuant to Section 302
8: EX-31.(C) Consumers Energy Corporation's Certification of HTML 13K
the CEO Pursuant to Section 302
9: EX-31.(D) Consumers Energy Corporation's Certification of HTML 13K
the CFO Pursuant to Section 302
10: EX-32.(A) Cms Energy Corporation's Certifications Pursuant HTML 10K
to Section 906
11: EX-32.(B) Consumers Energy Corporation's Certifications HTML 10K
Pursuant to Section 906
Section 1 — Registered Office: The registered office of Consumers Energy Company,
(the “Company”) shall be at such place in the City of Jackson, County of Jackson, Michigan, or
elsewhere in the State of Michigan, as the Board of Directors may from time to time designate.
Section 2 — Other Offices: The Company may have and maintain other offices within
or without the State of Michigan.
ARTICLE II: CORPORATE SEAL
Section 1 — Corporate Seal: The Company shall have a corporate seal bearing the
name of the Company. The form of the corporate seal may be altered by the Board of
Directors.
ARTICLE III: FISCAL YEAR
Section 1 — Fiscal Year: The fiscal year of the Company shall begin with the first
day of January and end with the thirty-first day of December of each year.
ARTICLE IV: SHAREHOLDERS’ MEETINGS
Section 1 — Annual Meetings: An annual meeting of the shareholders for election of
Directors and for such other business as may come before the meeting shall be held at the
registered office of the Company or at such other place within or without the State of
Michigan, at 10:00 AM, Eastern Daylight Saving Time, or at such other time on the fourth
Friday in May of each year or upon such other date as the Board of Directors may designate,
but in no event shall such date be more than ninety (90) days after the fourth Friday in
May.
Section 2 — Special Meetings: Special meetings of the shareholders may be called
by the Board of Directors or by the Chairman of the Board. Such meetings shall be held at
the registered office of the Company or at such other place within or without the State of
Michigan as the Board of Directors may designate.
Section 3 — Notices: Except as otherwise provided by law, written notice of any
meeting of the shareholders shall be given, either personally or by mail to each
shareholder of record entitled to vote at such meeting, not less than ten (10) days nor
more than sixty (60) days prior to the date of the meeting, at their last known address as
the same appears on the stock records of the Company. Written notice shall be considered
given when deposited, with postage thereon prepaid, in a post office or official depository
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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 a meeting of shareholders, which record
date shall not be more than sixty (60) days nor less than ten (10) days before the date of
the meeting. Such record date shall apply to any adjournment of the meeting unless the
Board of Directors shall fix a new record date for purposes of the adjourned meeting.
No notice of an adjourned meeting shall be necessary if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment is taken.
At the adjourned meeting only such business may be transacted as might have been transacted
at the original meeting. If, after an adjournment, the Board of Directors shall fix a new
record date for the adjourned meeting, a notice of the adjourned meeting shall be mailed,
in conformity with the provisions of the first paragraph of this Section 3, to each
shareholder of record on the new record date entitled to vote at the adjourned meeting.
Section 4 — Quorum: Except as otherwise provided by law or by the Articles of
Incorporation of the Company, the holders of the shares of stock of the Company entitled to
cast a majority of the votes at a meeting shall constitute a quorum for the transaction of
business at the meeting, but a lesser number may convene any meeting and, by a majority
vote of the shares present at the meeting, may adjourn the same from time to time until a
quorum shall be present.
Section 5 — Voting: Shareholders may vote at all meetings in person or by proxy,
but all proxies shall be filed with the Secretary of the meeting before being voted upon.
The voting powers of the shares of Preferred Stock, Class A Preferred Stock,
Preference Stock and Common Stock shall be as provided by law or set forth in the Articles
of Incorporation of the Company.
Section 6 — Inspectors: In advance of any meeting of shareholders the Board of
Directors shall appoint one or more inspectors to act at such meeting or any adjournment
thereof. The inspectors shall have such powers and duties as are provided by law.
ARTICLE V: DIRECTORS
Section 1 — Number: The Board of Directors of the Company shall consist of not
less than seven (7) nor more than seventeen (17) members, as fixed from time to time by
resolution of the Board of Directors.
Section 2 — Election: The Directors shall be elected annually at the annual
meeting of the shareholders or at any adjournment thereof.
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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 shall qualify.
Section 4 — Vacancies: Any vacancy or vacancies in the Board of Directors arising
from any cause may be filled by the affirmative vote of a majority of the Directors then in
office although less than a quorum. An increase in the number of members shall be
construed as creating a vacancy.
ARTICLE VI: DIRECTORS’ MEETINGS
Section 1 — Organization Meeting: As soon as possible after their
election, the Board of Directors shall meet and organize and may also transact other
business.
Section 2 — Other Meetings: Meetings of the Board of Directors may be held at any
time upon call of the Secretary or an Assistant Secretary made at the direction of the
Chairman of the Board, the President, a Vice Chairman, if any, or a Vice President.
Section 3 — Place of Meeting: All meetings of Directors shall be held at such
place within or without the State of Michigan as may be designated in the call therefor.
Section 4 — Notice: A reasonable notice of all meetings, in writing or otherwise,
shall be given to each Director or sent to the Director’s residence or place of business;
provided, however, that no notice shall be required for an organization meeting if held on
the same day as the shareholders’ meeting at which the Directors were elected.
No notice of the holding of an adjourned meeting shall be necessary.
Notice of all meetings shall specify the time and place of holding the meeting and
unless otherwise stated any and all business may be transacted at any such meeting.
Notice of the time, place and purpose of any meeting may be waived in writing either
before or after the holding thereof.
Section 5 — Quorum: At all meetings of the Board of Directors a majority of the
Board then in office shall constitute a quorum but a majority of the Directors present may
convene and adjourn any such meeting from time to time until a quorum shall be present;
provided, that if the Board shall consist of ten (10) and not more than fifteen (15), then
five (5) members shall constitute a quorum; and if the Board shall consist of more than
fifteen (15), then seven (7) members shall constitute a quorum.
Section 6 — Voting: All questions coming before any meeting of the Board of
Directors for action shall be decided by a majority vote of the Directors present at such
meeting, unless otherwise provided by law, the Articles of Incorporation of the Company or
by these Bylaws.
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Section 7 — Participation by Communications Equipment: A Director or a member of a
Committee designated by the Board of Directors may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting by such means
shall constitute presence in person at the meeting.
Section 8 — Action Without Meeting: Any action required or permitted to be taken
pursuant to authorization voted at a meeting of the Board of Directors or a Committee
thereof, may be taken without a meeting if, before or after the action, all members of the
Board or of the Committee consent thereto in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or Committee, and the consents shall have
the same effect as a vote of the Board or Committee for all purposes.
ARTICLE VII: EXECUTIVE AND OTHER COMMITTEES
Section 1 — Number and Qualifications: By resolution passed by a majority of the
whole Board, the Board of Directors may from time to time designate one or more of their
number to constitute an Executive or any other Committee of the Board, as the Board of
Directors may from time to time determine to be desirable, and may fix the number of
members and designate the Chairperson of each such Committee, except that the Audit
Committee shall consist of not less than three outside members of the Board of Directors.
Except as provided by law, the powers of each such Committee shall be as defined in the
resolution or resolutions of the Board of Directors relating to the authorizations of such
Committee, and may include, if such resolution or resolutions so provide, the power and
authority to declare a dividend or to authorize the issuance of shares of stock of the
Company.
Section 2 — Appointment: The appointment of members of each such Committee, or
other action respecting any Committee, may take place at any meeting of the Directors.
Section 3 — Term of Office: The members of each Committee shall hold office at the
pleasure of the Board of Directors.
Section 4 — Vacancies: Any vacancy or vacancies in any such Committee arising from
any cause shall be filled by resolution passed by a majority of the whole Board of
Directors. By like vote the Board may designate one or more Directors to serve as
alternate members of a Committee, who may replace an absent or disqualified member at a
meeting of a Committee; provided, however, in the absence or disqualification of a member
of a Committee, the members of the Committee present at a meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another member of the
Board of Directors to act in the place of the absent or disqualified member.
Section 5 — Minutes: Except as provided in Section 2 of Article X hereof or as
otherwise determined by the Board of Directors, each such Committee shall make a written
report or recommendation following its meetings or keep minutes of all its meetings.
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Section 6 — Quorum: At all meetings of any duly authorized Committee of the Board
of Directors, a majority of the members of such Committee shall constitute a quorum but a
majority of the members present may convene and adjourn any such meeting from time to time
until a quorum shall be present; provided, that with respect to any Committee of the Board
other than the Executive Committee, if the membership of such Committee is four (4) or
less, then two (2) members of such Committee shall constitute a quorum and one member may
convene and adjourn any such meeting from time to time until a quorum shall be present.
ARTICLE VIII: OFFICERS
Section 1 — Election: The officers shall be chosen by the Board of Directors. The
Company shall have a Chairman of the Board, a President, a Secretary and a Treasurer, and
such other officers as the Board of Directors may from time to time determine, who shall
have respectively such duties and authority as may be provided by these Bylaws or as may be
provided by resolution of the Board of Directors not inconsistent herewith. Any two (2) or
more of such offices may be held by the same person but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such instrument is
required by law, by the Articles of Incorporation of the Company or by these Bylaws to be
executed, acknowledged or verified by two (2) or more officers.
Section 2 — Qualifications: The Chairman of the Board and Vice Chairman, if any,
shall be chosen from among the Board of Directors, but the other officers need not be
members of the Board.
Section 3 — Vacancies: Any vacancy or vacancies among the officers arising from
any cause shall be filled by the Board of Directors. In case of the absence of any officer
of the Company or for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate, for the time being, the powers or duties, or any of them,
of any officer to any other officer or to any Director.
Section 4 — Term of Office: Each officer of the Company shall hold office until
the officer’s successor is chosen and qualified, or until the officer’s resignation or
removal. Any officer appointed by the Board of Directors may be removed at any time by the
Board of Directors with or without cause.
Section 5 — Compensation: The compensation of the officers shall be fixed by a
committee of the Board of Directors composed of independent directors as defined by
applicable law and regulation.
ARTICLE IX: AGENTS
Section 1 — Resident Agent: The Company shall have and continuously maintain a
resident agent, which may be either an individual resident in the State of Michigan whose
business office is identical with the Company’s registered office or a Michigan corporation
or a foreign corporation authorized to transact business in Michigan and having a business
office identical with the Company’s registered office. The Board of Directors shall
appoint the resident agent.
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Section 2 — Other Agents: The Board of Directors may appoint such other agents as
may in their judgment be necessary for the proper conduct of the business of the Company.
ARTICLE X: POWERS AND DUTIES
Section 1 — Directors: The business and affairs of the Company shall be managed by
the Board of Directors which shall have and exercise all of the powers and authority of the
Company except as otherwise provided by law, by the Articles of Incorporation of the
Company or by these Bylaws.
Section 2 — Executive Committee: In the interim between meetings of the Board of
Directors the Executive Committee shall have and exercise all the powers and authority of
the Board of Directors except as otherwise provided by law. The Executive Committee shall
meet from time to time on the call of the Chairman of the Board or the Chairman of the
Committee. The Secretary shall keep minutes in sufficient detail to advise fully the Board
of Directors of the actions taken by the Committee and shall submit copies of such minutes
to the Board of Directors for its approval or other action at its next meeting.
Section 3 — Chairman of the Board: The Chairman of the Board shall preside at all
meetings of Directors and shareholders; shall perform and do all acts and things incident
to the position of Chairman of the Board; and shall perform such other duties as may be
assigned from time to time by the Board of Directors or the Executive Committee.
Section 4 — Chief Executive Officer: The Chief Executive Officer, subject to the
supervision of the Board of Directors and of the Executive Committee, shall have general
charge of the business and affairs of the Company. Unless otherwise provided by the Board
or the Executive Committee, the Chief Executive Officer shall have full power and authority
on behalf of the Company to execute any shareholder, member or partnership consents and to
attend and act and to vote in person or by proxy at any meetings of shareholders, members
or partners of any entity in which the Company may own stock or an interest and at any such
meeting shall possess and may exercise any and all the rights and powers incident to the
ownership of such stock or interest and which, as the owner thereof, the Company might have
possessed and exercised if present. If the Chief Executive Officer shall not exercise such
powers, or in the absence or inability to act of the Chief Executive Officer, the President
may exercise such powers. In the absence or inability to act of the President, a Vice
Chairman, if any, may exercise such powers. In the absence or inability to act of a Vice
Chairman, any Vice President may exercise such powers. The Board of Directors or Executive
Committee by resolution from time to time may confer like powers upon any other person or
persons. In the absence of the Chairman of the Board and a Vice Chairman, the Chief
Executive Officer shall preside at meetings of Directors. In the absence of the Chairman
of the Board, the Chief Executive Officer shall preside at meetings of shareholders.
Section 5 — President: The President shall be the chief operating officer of the
Company and shall perform and do all acts and things incident to such position; and shall
perform
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such other duties as may be assigned from time to time by the Board of Directors, the
Executive Committee, the Chairman of the Board or the Chief Executive Officer.
Section 6 — Vice Chairman: The Vice Chairman, if any, shall perform such of the
duties of the Chairman of the Board or the President on behalf of the Company as may be
respectively assigned from time to time by the Board of Directors, the Executive Committee,
the Chairman of the Board or the President. In the absence of the Chairman of the Board,
the Vice Chairman shall preside at meetings of Directors. In the absence of the Chairman
of the Board and the President, the Vice Chairman shall preside at meetings of
shareholders.
Section 7 — Vice Presidents: Vice Presidents, if any, shall perform such of the
duties of the Chairman of the Board or the President or the Vice Chairman, if any, on
behalf of the Company as may be respectively assigned from time to time by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President or a Vice
Chairman. The Board of Directors or Executive Committee may designate one or more of the
Vice Presidents as Executive Vice President or Senior Vice President.
Section 8 — Controller: Subject to the Board of Directors, the Executive
Committee, the Chairman of the Board, the President and the Vice President having general
charge of accounting, the Controller, if any, shall have charge of the supervision of the
accounting system of the Company, including the preparation and filing of all tax returns
and financial reports required by law to be made to any and all public authorities and
officials; and shall perform such other duties as may be assigned, from time to time, by
the Board of Directors, the Executive Committee, the Chairman of the Board, the President,
a Vice Chairman, if any, or Vice President having general charge of accounting.
Section 9 — Treasurer: It shall be the duty of the Treasurer to have the care and
custody of all the funds and securities, including the investment thereof, of the Company
which may come into the Treasurer’s hands, and to endorse checks, drafts and other
instruments for the payment of money for deposit or collection when necessary or proper and
to deposit the same to the credit of the Company in such bank or banks or depository as the
Treasurer may designate, and the Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the Company. The Treasurer may sign all receipts and
vouchers for the payments made to the Company; shall render an account of transactions to
the Board of Directors or the Executive Committee as often as the Board or the Committee
shall require; and shall perform all acts incident to the position of Treasurer, subject to
the control of the Board of Directors, the Executive Committee, the Chairman of the Board,
the President and a Vice Chairman, if any.
Section 10 — Secretary: The Secretary shall act as custodian of and record the
minutes of all meetings of the Board of Directors, of the Executive Committee, of the
shareholders and of any Committees of the Board of Directors which keep formal minutes;
shall attend to the giving and serving of all notices of the Company; shall prepare or
cause to be prepared the list of shareholders required to be produced at any meeting; shall
attest the seal of the Company upon all contracts and instruments executed under such seal
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and shall affix or cause to be affixed the seal of the Company thereto and to all
certificates of shares of the capital stock; shall have charge of the stock records of the
Company and such other books and papers as the Board of Directors, the Executive Committee,
the Chairman of the Board, the President or a Vice Chairman, if any, may direct; and shall,
in general, perform all the duties of Secretary, subject to the control of the Board of
Directors, the Executive Committee, the Chairman of the Board, the President and a Vice
Chairman, if any.
Section 11 — General Counsel: The General Counsel, if any, shall have charge of
all matters of a legal nature involving the Company.
Section 12 —
Assistant Controllers, Assistant Secretaries and Assistant Treasurers: An Assistant Controller, an Assistant Secretary or an
Assistant Treasurer, if any, shall, in the absence or inability to act or at the request of
the Controller, Secretary or Treasurer, respectively, perform the duties of the Controller
or Secretary or Treasurer, respectively, and shall perform such other duties as may from
time to time be assigned by the Board of Directors, the Executive Committee, the Chairman
of the Board, the President or a Vice Chairman, if any. The performance of any such duty
shall be conclusive evidence of their right to act.
Section 13 —
Principal Financial Officer and Principal Accounting Officer: The Board of Directors or the Executive
Committee may from time to time designate officers of the Company to be the Principal
Financial Officer and the Principal Accounting Officer of the Company.
ARTICLE XI: STOCK
Section 1 — Certificated and Uncertificated Shares: The shares of stock of the
Corporation may be either certificated shares or uncertificated shares or a combination
thereof. A resolution approved by a majority of the directors may provide that some or
all of any or all classes and series of the shares of the Company will be uncertificated shares. Every owner of certificated shares of the Company shall be entitled to a
certificate, to be in such form as shall be prescribed by law, the Articles of
Incorporation of the Company or by these Bylaws. Each certificate shall be numbered and
shall be entered on the stock records of the Company and registered as they are issued,
and shall be signed, in the name of the Company, by the Chairman of the Board, Vice
Chairman, if any, 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 Company or a facsimile thereof, or by such officers as the Board of
Directors may designate.
Section 2 — Facsimile Signatures: When a certificate is countersigned (1) by a
transfer agent, or (2) by a transfer clerk acting on behalf of the Company and a
registrar, the signatures of any such Chairman of the Board, Vice Chairman, if any,
President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on any such certificate or certificates
shall cease to be
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such officer or officers of the Company before such certificate or certificates have been
delivered by the Company, such certificate or certificates may nevertheless be adopted by
the Company and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been used
thereon had not ceased to be such officer or officers of the Company..
Section 3 — Stock — Preferred, Class A Preferred, Preference and Common: The
designations, relative rights, preferences, limitations and voting powers, or
restrictions, or qualifications of the shares of Preferred Stock, Class A Preferred Stock,
Preference Stock and Common Stock shall be as set forth in the Articles of Incorporation
of the Company.
Section 4 — Replacing Certificates: In case of the alleged loss, theft or
destruction of any certificate of shares of stock and the submission of proper proof
thereof, a new certificate may be issued in lieu thereof upon delivery to the Company by
the owner or 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.
Section 5 — Stock Records and Transfers of Stock: Transfers of shares of stock
of the Company shall be made by the transfer agent and registrar on the Books of the
Company after receipt of a request with proper evidence of succession, assignment, or
authority to transfer by the record holder of such stock, or by an attorney lawfully
constituted in writing, and, in the case of stock represented by a certificate, upon
surrender of the certificate duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer. Subject to the foregoing, the Board of
Directors shall have power and authority to adopt resolutions as it shall deem necessary
or appropriate concerning the issue, transfer, and registration of shares of stock of the
Corporation, and to appoint and remove transfer agents and registrars of transfers.
The Board of Directors may fix a date preceding the date fixed for any meeting of the
shareholders or any dividend payment date or the date for the allotment of rights or the
date when any change, conversion or exchange of stock shall go into effect or the date for
any other action, as the record date for the determination of the shareholders entitled to
notice of and to vote at such meeting or to receive payment of such dividend or to receive
such allotment of rights or to exercise such rights in respect of any such change,
conversion or exchange of stock or to take such other action, as the case may be,
notwithstanding any transfer of shares on the records of the Company or otherwise after
any such record date fixed as aforesaid. The record date so fixed by the Board shall not
be more than sixty (60) nor less than ten (10) days before the date of the meeting of the
shareholders, nor more than sixty (60) days before any other action. If the Board of
Directors does not fix a date of record, as aforesaid, the record date shall be as
provided by law.
Section 6 — Registered Shareholders: The Company shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall be entitled to hold liable for calls and
assessments a person so registered on its books as the owner of shares, and shall not be
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bound to recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by applicable statute.
ARTICLE XII: AUTHORIZED SIGNATURES
Section 1 — Authorized Signatures: All checks, drafts and other negotiable
instruments issued by the Company shall be made in the name of the Company and shall be
signed manually or signed by facsimile signature by such one of the officers of the Company
or such other person as the Chairman of the Board, the Vice Chairman of the Board,
President or the Treasurer may from time to time designate.
ARTICLE XIII: INSURANCE
Section 1 — Insurance: The Company may purchase and maintain liability insurance,
to the full extent permitted by law, on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity.
ARTICLE XIV: AMENDMENTS OF BYLAWS
Section 1 — Amendments, How Effected: These Bylaws may be amended or repealed, or
new Bylaws may be adopted, either by the majority vote of the votes cast by the
shareholders entitled to vote thereon or by the majority vote of the Directors then in
office at any meeting of the Directors.
