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                                                                  EXHIBIT (3)(a)



                             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




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        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 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.


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               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 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.



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        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.

        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






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        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.


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.



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               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 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 Corporation 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 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.

        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
        accounting 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.



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        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
        investment 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 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




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        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
        certificate, 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 (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






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        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.



Amended and Restated
May 25, 2001





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