**Exhibit (3)(b)**CMS ENERGY CORPORATIONBYLAWSARTICLE I: LOCATION OF OFFICESSection 1 — Registered Office: The registered office of CMS Energy Corporation, (the“Corporation”) shall be at such place in the City of Jackson, County of Jackson, Michigan, orelsewhere in the State of Michigan, as the Board of Directors may from time to timedesignate.Section 2 — Other Offices: The Corporation may have and maintain other officeswithin or without the State of Michigan.ARTICLE II: CORPORATE SEALSection 1 — Corporate Seal: The Corporation shall have a corporate seal bearing thename of the Corporation. The form of the corporate seal may be altered by the Board ofDirectors.ARTICLE III: FISCAL YEARSection 1 — Fiscal Year: The fiscal year of the Corporation shall begin with thefirst day of January and end with the thirty-first day of December of each year.ARTICLE IV: SHAREHOLDERS’ MEETINGSSection 1 — Annual Meetings: An annual meeting of the shareholders for election ofDirectors and for such other business as may come before the meeting shall be held at theregistered office of the Corporation or at such other place within or without the State ofMichigan, at 10:00 AM, Eastern Daylight Saving Time, or at such other time on the fourthFriday 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 bythe Board of Directors or by the Chairman of the Board. Such meetings shall be held at theregistered office of the Corporation or at such other place within or without the State ofMichigan as the Board of Directors may designate.Section 3 — Notices: Except as otherwise provided by law, written notice of anymeeting of the shareholders shall be given, either personally or by mail to each shareholderof 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 appearson the stock records of the Corporation. Written notice shall be considered given whendeposited, with postage thereon prepaid, in a post office or official depository under thecontrol of the United States Postal Service. Such notice shall specify the time and place ofholding the meeting, the purpose or purposes for which such meeting is called, and the recorddate fixed for the determination of shareholders entitled to notice of and to vote at

 

2such meeting. The Board of Directors shall fix a record date for determining shareholdersentitled to notice of and to vote at such meeting. The Board of Directors shall fix a recorddate for determining shareholders entitled to notice of and to vote at a meeting ofshareholders, 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 themeeting unless the Board of Directors shall fix a new record date for purposes of theadjourned meeting.     No notice of an adjourned meeting shall be necessary if the time and place to which themeeting is adjourned are announced at the meeting at which the adjournment is taken. At theadjourned meeting only such business may be transacted as might have been transacted at theoriginal meeting. If, after an adjournment, the Board of Directors shall fix a new recorddate for the adjourned meeting, a notice of the adjourned meeting shall be mailed, inconformity with the provisions of the first paragraph of this Section 3, to each shareholderof 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 ofIncorporation of the Corporation, the holders of the shares of stock of the Corporationentitled to cast a majority of the votes at a meeting shall constitute a quorum for thetransaction of business at the meeting, but a lesser number may convene any meeting and, by amajority vote of the shares present at the meeting, may adjourn the same from time to timeuntil a quorum shall be present.Section 5 — Voting: Shareholders may vote at all meetings in person or by proxy, butall 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 allmeetings of the shareholders of the Corporation, each holder of Common Stock shall beentitled on all questions to one vote for each share of stock held by such holder, and amajority of the votes cast by the holders of shares entitled to vote thereon shall besufficient for the adoption of any question presented, unless otherwise provided by law or bythe Articles of Incorporation of the Corporation.Section 6 — Inspectors: In advance of any meeting of shareholders the Board ofDirectors shall appoint one or more inspectors to act at such meeting or any adjournmentthereof. The inspectors shall have such powers and duties as are provided by law.Section 7 — Notice of Shareholder Business and Director Nominations:(A) Annual Meetings of Shareholders.     (1) Nominations of persons for election to the Board of Directors of the Corporationand the proposal of business to be considered by the shareholders at an annual meeting ofshareholders may be made (i) pursuant to the Corporation’s notice of meeting, (ii) by or atthe direction of the Board of Directors, or (iii) by any shareholder of the Corporation who(x) is a shareholder of record at the time of giving notice provided for in this Bylaw andat the time of the annual meeting of shareholders, (y) is entitled to vote at the meeting,and (z) complies with the notice procedures as to such business or

 

3nomination set forth in this Bylaw. Clause (iii) of this paragraph shall be theexclusive means for a shareholder to make nominations or submit other business (other thanmatters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, asamended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before anannual meeting of shareholders.     (2) For nominations or other business to be properly brought before an annual meetingby a shareholder pursuant to clause (iii) of paragraph (A)(1) of this Section 7, such otherbusiness must be a proper subject for shareholder action under Michigan corporation law, andthe shareholder must have given timely notice of such nomination or other business inwriting to the Secretary of the Corporation. To be timely, a shareholder’s notice shall bedelivered to the Secretary at the principal executive offices of the Corporation not earlierthan the ninetieth (90th) day and not later than the sixtieth (60th) day prior to the firstanniversary of the preceding year’s annual meeting date; provided, however, that in theevent that the date of the annual meeting is more than thirty (30) days before or after suchanniversary date, notice by the shareholder to be timely must be so delivered no later thanthe tenth (10th) day following the date on which public announcement of the date of suchmeeting is first made by the Corporation. In no event shall the public announcement of anadjournment of an annual meeting commence a new time period for the giving of ashareholder’s notice as described above.To be in proper form, a shareholder’s notice to the Secretary must set forth:     (i) the following as to the shareholder giving the notice and the beneficial owner, ifany, on whose behalf the nomination or business proposal is made:     (a) the name and address of such shareholder, as it appears on theCorporation’s books, and of the beneficial owner, if any;     (b) the class or series and number of shares of capital stock of theCorporation that are owned beneficially and of record by such shareholder andbeneficial owner, if any, as of the date of such notice (which information shall besupplemented by such shareholder and beneficial owner, if any, not later than ten(10) days after the record date for the meeting to disclose such ownership as of therecord date);     (c) a description of any agreement, arrangement or understanding (including anyderivative or short positions, profit interests, options, hedging transactions, andborrowed or loaned shares) that has been entered into as of the date of such noticeby, or on behalf of, the shareholder or beneficial owner, if any, or any of theiraffiliates or associates, the effect or intent of which is to mitigate loss to,manage risk or benefit of share price changes for, or increase or decrease thevoting power of the shareholder or beneficial owner, if any, or any of theiraffiliates or associates with respect to shares of stock of the Corporation, and arepresentation that the shareholder or beneficial owner, if any, will notify theCorporation in writing of any such agreement, arrangement or understanding in effectas of the record date for the meeting promptly following the later of the recorddate or the date notice of the record date is first publicly disclosed;

 

4     (d) any proxy, contract, arrangement, understanding or relationship pursuant towhich shareholder or beneficial owner, if any, has a right to vote any shares of anysecurity of the Corporation; and     (e) any other information relating to such shareholder and beneficial owner, ifany, that would be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for, as applicable,the proposal and/or for the election of directors in a contested election pursuantto Section 14 of the Exchange Act and the rules and regulations promulgatedthereunder;     (ii) the following additional information if the notice relates to any business otherthan the nomination of a director that the shareholder proposes to bring before the meeting:     (a) a brief description of the business desired to be brought before themeeting, the reasons for conducting such business at the meeting, the text of theproposal, and any material interest of such shareholder or beneficial owner, if any,in such business; and     (b) a description of all agreements, arrangements and understandings betweensuch shareholder and beneficial owner, if any, and any other person or persons(including their names) in connection with the proposal of such business by suchshareholder;     (iii) the following additional information as to each person whom the shareholderproposes to nominate for election as a director:     (a) the name, age, and business and residential addresses of such person;     (b) the principal occupation or employment of such person;     (c) the number of shares of capital stock of the Corporation beneficially ownedby such person;     (d) such person’s written consent to being named in the proxy statement as anominee and serving as a director if elected;     (e) such other information relating to such person that would be required to bedisclosed in a proxy statement or other filings required to be made in connectionwith proxy solicitations of proxies for election of directors in a contestedelection pursuant to Section 14 of the Exchange Act and the rules and regulationspromulgated thereunder; and     (f) an undertaking to provide such other information as the Corporation mayreasonably require to determine the eligibility of such person to

 

5serve as an independent director of the Corporation or that could be materialto a reasonable shareholder’s understanding of the independence, or lack thereof, ofsuch person;     (iv) a representation that the shareholder or beneficial owner, if any, intends toappear in person or by proxy at the meeting to propose such business or make suchnomination; and     (v) a representation whether the shareholder or beneficial owner, if any, intends or ispart of a group which intends (a) to deliver a proxy statement and/or form of proxy toholders of at least the percentage of the Corporation’s outstanding capital stock requiredto approve the proposal or elect the nominee and/or (b) otherwise to solicit proxies fromshareholders in support of such proposal or nomination.(B) Special Meetings of Shareholders.     Only such business shall be conducted at a special meeting of shareholders as shallhave been brought before the meeting of shareholders pursuant to the Corporation’s notice ofmeeting. Nominations of persons for election to the Board of Directors may be made at aspecial meeting of shareholders only if directors are to be elected at such meeting pursuantto the Corporation’s notice of meeting. To be properly brought before a special meeting,nominations of persons for election to the Board of Directors must be (i) made by or at thedirection of the Board of Directors or (ii) provided that the Board of Directors hasdetermined that directors shall be elected at such meeting, made by any shareholder of theCorporation, who (x) is a shareholder of record at the time of giving of notice provided forin this Bylaw and at the time of the special meeting, (y) is entitled to vote at themeeting, and (z) complies with the notice procedures set forth in this Bylaw. Clause (ii)of this paragraph shall be the exclusive means for a shareholder to make nominations fordirector before a special meeting of shareholders.     For nominations to be properly brought before a special meeting by a shareholderpursuant to clause (ii) of the preceding paragraph, the shareholder must have given timelynotice of the nomination to the Secretary of the Corporation in the form required byparagraph (A)(2) of this section 7. To be timely, a shareholder’s notice shall be deliveredto the Secretary at the principal executive offices of the Corporation not earlier than theninetieth (90th) day prior to such special meeting date and not later than the later of thesixtieth (60th) day prior to such special meeting date and the tenth (10th) day followingthe day on which public announcement is first made of the date of the special meeting and ofthe nominees proposed by the Board of Directors to be elected at such meeting. In no eventshall the public announcement of an adjournment of a special meeting commence a new timeperiod for the giving of a shareholder’s notice as described above.(C) General.     (1) Only such persons who are nominated in accordance with the procedures set forth inthis Bylaw shall be eligible to be elected as directors at a meeting of shareholders, andonly such business shall be conducted at a meeting of shareholders as shall have beenbrought before the meeting in accordance with the procedures set forth in

 

6this Bylaw. Except as otherwise provided by law, the Articles of Incorporation orthese Bylaws, the Chairman of the meeting shall have the power and duty to determine whethera nomination or any business proposed to be brought before the meeting was made or proposed,as the case may be, in accordance with the procedures set forth in this Bylaw and, if anyproposed nomination or business is not in compliance with this Bylaw, to declare that suchproposal shall be disregarded.     (2) For purposes of this Bylaw, “public announcement” shall mean disclosure in a pressrelease reported by the PR Newswire or comparable national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commission pursuant toSection 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgatedthereunder.     (3) Nothing in this Bylaw shall be deemed to affect any rights of (i) shareholders torequest inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8under the Exchange Act or (ii) the holders of any series of preferred stock if and to theextent provided for under law, the Articles of Incorporation or these Bylaws.ARTICLE V: DIRECTORSSection 1 — Number: The Board of Directors of the Corporation shall consist of notless than seven (7) nor more than seventeen (17) members, as fixed from time to time byresolution of the Board of Directors.Section 2 — Election: The Directors shall be elected annually at the annual meetingof the shareholders or at any adjournment thereof.Section 3 — Term of Office: Subject to the provisions of the Articles ofIncorporation of the Corporation and unless otherwise provided by law, the Directors shallhold office from the date of their election until the next succeeding annual meeting anduntil their successors are elected and shall qualify.Section 4 — Vacancies: Any vacancy or vacancies in the Board of Directors arisingfrom any cause may be filled by the affirmative vote of a majority of the Directors then inoffice although less than a quorum. An increase in the number of members shall be construedas creating a vacancy.ARTICLE VI: DIRECTORS’ MEETINGSSection 1 — Organization Meeting: As soon as possible after their election, theBoard 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 anytime upon call of the Secretary or an Assistant Secretary made at the direction of theChairman of the Board, the President, a Vice Chairman, if any, or a Vice President.

 

7Section 3 — Place of Meeting: All meetings of Directors shall be held at such placewithin 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 onthe 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 andunless 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 eitherbefore or after the holding thereof.Section 5 — Quorum: At all meetings of the Board of Directors a majority of theBoard then in office shall constitute a quorum but a majority of the Directors present mayconvene 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), thenfive (5) members shall constitute a quorum; and if the Board shall consist of more thanfifteen (15), then seven (7) members shall constitute a quorum.Section 6 — Voting: All questions coming before any meeting of the Board ofDirectors for action shall be decided by a majority vote of the Directors present at suchmeeting, unless otherwise provided by law, the Articles of Incorporation of the Corporationor by these Bylaws.Section 7 — Participation by Communications Equipment: A Director or a member of aCommittee designated by the Board of Directors may participate in a meeting by means ofconference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other. Participation in a meeting by such meansshall constitute presence in person at the meeting.Section 8 — Action Without Meeting: Any action required or permitted to be takenpursuant to authorization voted at a meeting of the Board of Directors or a Committeethereof, may be taken without a meeting if, before or after the action, all members of theBoard or of the Committee consent thereto in writing. The written consents shall be filedwith the minutes of the proceedings of the Board or Committee, and the consents shall havethe same effect as a vote of the Board or Committee for all purposes.ARTICLE VII: EXECUTIVE AND OTHER COMMITTEESSection 1 — Number and Qualifications: By resolution passed by a majority of thewhole Board, the Board of Directors may from time to time designate one or more of theirnumber to constitute an Executive or any other Committee of the Board, as the Board ofDirectors may from time to time determine to be desirable, and may fix the number of membersand designate the Chairperson of each such Committee, except that the Audit

 

8Committee 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 theresolution or resolutions of the Board of Directors relating to the authorization of suchCommittee, and may include, if such resolution or resolutions so provide, the power andauthority to declare a dividend or to authorize the issuance of shares of stock of theCorporation.Section 2 — Appointment: The appointment of members of each such Committee, or otheraction 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 thepleasure of the Board of Directors.Section 4 — Vacancies: Any vacancy or vacancies in any such Committee arising fromany 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 ofa 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 membersof the Committee present at a meeting and not disqualified from voting, whether or notconstituting a quorum, may unanimously appoint another member of the Board of Directors toact in the place of the absent or disqualified member.Section 5 — Minutes: Except as provided in Section 2 of Article X hereof or asotherwise determined by the Board of Directors, each such Committee shall make a writtenreport 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 ofDirectors, a majority of the members of such Committee shall constitute a quorum but amajority of the members present may convene and adjourn any such meeting from time to timeuntil a quorum shall be present; provided, that with respect to any Committee of the Boardother 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 conveneand adjourn any such meeting from time to time until a quorum shall be present.ARTICLE VIII: OFFICERSSection 1 — Election: The officers shall be chosen by the Board of Directors. TheCorporation shall have a Chairman of the Board, a President, a Secretary and a Treasurer, andsuch other officers as the Board of Directors may from time to time determine, who shall haverespectively such duties and authority as may be provided by these Bylaws or as may beprovided by resolution of the Board of Directors not inconsistent herewith. Any two (2) ormore 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 requiredby law, by the Articles of Incorporation of the Corporation or by these Bylaws to beexecuted, acknowledged or verified by two (2) or more officers.

 

9Section 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 membersof the Board.Section 3 — Vacancies: Any vacancy or vacancies among the officers arising from anycause shall be filled by the Board of Directors. In case of the absence of any officer ofthe Corporation or for any other reason that the Board of Directors may deem sufficient, theBoard of Directors may delegate, for the time being, the powers or duties, or any of them, ofany officer to any other officer or to any Director.Section 4 — Term of Office: Each officer of the Corporation shall hold office untila successor is chosen and qualified, or until the officer’s resignation or removal. Anyofficer appointed by the Board of Directors may be removed at any time by the Board ofDirectors with or without cause.Section 5 — Compensation: The compensation of the officers shall be fixed by acommittee of the Board of Directors composed of independent directors as defined byapplicable law and regulation.ARTICLE IX: AGENTSSection 1 — Resident Agent: The Corporation shall have and continuously maintain aresident agent, which may be either an individual resident in the State of Michigan whosebusiness office is identical with the Corporation’s registered office or a Michigancorporation or a foreign corporation authorized to transact business in Michigan and having abusiness office identical with the Corporation’s registered office. The Board of Directorsshall appoint the resident agent.Section 2 — Other Agents: The Board of Directors may appoint such other agents asmay in their judgment be necessary for the proper conduct of the business of the Corporation.ARTICLE X: POWERS AND DUTIESSection 1 — Directors: The business and affairs of the Corporation shall be managedby the Board of Directors which shall have and exercise all of the powers and authority ofthe Corporation except as otherwise provided by law, by the Articles of Incorporation of theCorporation or by these Bylaws.Section 2 — Executive Committee: In the interim between meetings of the Board ofDirectors, the Executive Committee shall have and exercise all the powers and authority ofthe Board of Directors except as otherwise provided by law. The Executive Committee shallmeet from time to time on the call of the Chairman of the Board or the Chairman of theCommittee. The Secretary shall keep minutes in sufficient detail to advise fully the Boardof Directors of the actions taken by the Committee and shall submit copies of such minutes tothe 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 allmeetings of Directors and shareholders; and shall perform and do all acts and things

 

10incident to the position of Chairman of the Board, and such other duties as may be assignedfrom time to time by the Board of Directors or the Executive Committee.Section 4 — President: The President shall be the chief executive officer of theCorporation and, subject to the supervision of the Board of Directors and of the ExecutiveCommittee, shall have general charge of the business and affairs of the Corporation; shallperform and do all acts and things incident to such position and such other duties as may beassigned from time to time by the Board of Directors, the Executive Committee or the Chairmanof the Board; in the absence of the Chairman of the Board and a Vice Chairman, shall presideat meetings of Directors; and in the absence of the Chairman of the Board shall preside atmeetings of shareholders.Section 5 — Vice Chairman: A Vice Chairman, if any, shall perform such of the dutiesof the Chairman of the Board or the President on behalf of the Corporation as may berespectively 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 shallpreside at meetings of Directors; and in the absence of the Chairman of the Board and thePresident shall preside at meetings of shareholders.Section 6 — Vice Presidents: Vice Presidents, if any, shall perform such of theduties of the Chairman of the Board or the President or the Vice Chairman, if any, on behalfof the Corporation as may be respectively assigned to them from time to time by the Board ofDirectors, the Executive Committee, the Chairman of the Board or the President or a ViceChairman. The Board of Directors or Executive Committee may designate one or more of theVice Presidents as Executive Vice President or Senior Vice President.Section 7 — Controller: Subject to the control of the Board of Directors, theExecutive Committee, the Chairman of the Board, the President and the Vice President havinggeneral charge of accounting, the Controller, if any, shall have charge of the supervision ofthe accounting system of the Corporation, including the preparation and filing of all taxreturns and financial reports required by law to be made to any and all public authoritiesand officials; and shall perform such other duties as may be assigned, from time to time, bythe Board of Directors, the Executive Committee, the Chairman of the Board, the President, aVice 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 andcustody of all the funds and securities, including the investment thereof, of the Corporationwhich may come into the Treasurer’s hands, and to endorse checks, drafts and otherinstruments for the payment of money for deposit or collection when necessary or proper andto deposit the same to the credit of the Corporation in such bank or banks or depository asmay be designated, may endorse all commercial documents requiring endorsements for or onbehalf of the Corporation, may sign all receipts and vouchers for the payments made to theCorporation, shall render an account of transactions to the Board of Directors or theExecutive Committee as often as the Board or the Committee shall require, and shall performall acts incident to the position of Treasurer, subject to the control of the Board ofDirectors, the Executive Committee, the Chairman of the Board, the President and a ViceChairman, if any.

 

11Section 9 — Secretary: The Secretary shall act as custodian of and record theminutes of all meetings of the Board of Directors, of the Executive Committee, of theshareholders and of any Committees of the Board of Directors which keep formal minutes; shallattend to the giving and serving of all notices of the Corporation; shall prepare or cause tobe prepared the list of shareholders required to be produced at any meeting; shall attest theseal of the Corporation upon all contracts and instruments executed under such seal, shallaffix or cause to be affixed the seal of the Corporation thereto and to all certificates ofshares of the capital stock, shall have charge of the stock records of the Corporation, andshall, in general, perform all the duties of Secretary, subject to the control of the Boardof Directors, the Executive Committee, the Chairman of the Board, the President and a ViceChairman, if any.Section 10 — General Counsel: The General Counsel, if any, shall have charge of allmatters of a legal nature involving the Corporation.Section 11 — Assistant Controllers, Assistant Secretaries and Assistant Treasurers: An Assistant Controller, an Assistant Secretary or anAssistant Treasurer, if any, shall, in the absence or inability to act or at the request ofthe Controller, Secretary or Treasurer, respectively, perform the duties of the Controller orSecretary or Treasurer, respectively, and shall perform such other duties as may from time totime be assigned by the Board of Directors, the Executive Committee, the Chairman of theBoard, the President or a Vice Chairman, if any. The performance of any such duty shall beconclusive evidence of right to act.Section 12 — Principal Financial Officer and Principal Accounting Officer: The Board of Directors or the Executive Committeemay from time to time designate officers of the Corporation to be the Principal FinancialOfficer and the Principal Accounting Officer of the Corporation.ARTICLE XI: STOCKSection 1 — Certificated and Uncertificated Shares: The shares of stock of theCorporation may be either certificated shares or uncertificated shares or a combinationthereof. A resolution approved by a majority of the directors may provide that some or allof any or all classes and series of the shares of the Corporation will be uncertificatedshares. Every owner of certificated shares of the Corporation shall be entitled to acertificate, to be in such form as shall be prescribed by law, the Articles of Incorporationof the Corporation or by these Bylaws. Each certificate shall be numbered and shall beentered on the stock records of the Corporation and registered as they are issued, and shallbe signed, in the name of the Corporation, by the Chairman of the Board, Vice Chairman, ifany, President or one of the Vice Presidents and by the Treasurer or an Assistant Treasureror the Secretary or an Assistant Secretary; and shall be sealed with the seal of theCorporation or a facsimile thereof, or by such officers as the Board of Directors maydesignate.Section 2 — Facsimile Signatures: When a certificate is countersigned (1) by atransfer agent, or (2) by a transfer clerk acting on behalf of the Corporation and aregistrar, the signatures of any such Chairman of the Board, Vice Chairman, if any,President, Vice

 

12President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimile.In case any officer or officers who have signed, or whose facsimile signature or signatureshave been used on any such certificate or certificates shall cease to be such officer orofficers of the Corporation before such certificate or certificates have been delivered bythe Corporation, such certificate or certificates may nevertheless be adopted by theCorporation and be issued and delivered as though the person or persons who signed suchcertificate or certificates or whose facsimile signature or signatures have been used thereonhad not ceased to be such officer or officers of the Corporation.Section 3 — Stock — Preferred and Common: The designations, relative rights,preferences, limitations and voting powers, or restrictions, or qualifications of the sharesof Preferred Stock and Common Stock shall be as set forth in the Articles of Incorporation ofthe Corporation.Section 4 — Replacing Certificates: In case of the alleged loss, theft ordestruction 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 owneror legal representative of a bond of indemnity against any claim that may be made against theCorporation on account of such alleged lost, stolen or destroyed certificate or such issuanceof a new certificate.Section 5 — Stock Records and Transfers of Stock: Transfers of shares of stock ofthe Corporation shall be made by the transfer agent and registrar on the Books of theCorporation after receipt of a request with proper evidence of succession, assignment, orauthority to transfer by the record holder of such stock, or by an attorney lawfullyconstituted in writing, and, in the case of stock represented by a certificate, uponsurrender 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 shallhave power and authority to adopt resolutions as it shall deem necessary or appropriateconcerning the issue, transfer, and registration of shares of stock of the Corporation, andto 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 theshareholders or any dividend payment date or the date for the allotment of rights or the datewhen any change, conversion or exchange of stock shall go into effect or the date for anyother action, as the record date for the determination of the shareholders entitled to noticeof and to vote at such meeting or to receive payment of such dividend or to receive suchallotment of rights or to exercise such rights in respect of any such change, conversion orexchange of stock or to take such other action, as the case may be, notwithstanding anytransfer of shares on the records of the Corporation or otherwise after any such record datefixed 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 thansixty (60) days before any other action. If the Board of Directors does not fix a date ofrecord, as aforesaid, the record date shall be as provided by law.Section 6 — Registered Shareholders: The Corporation shall be entitled to recognizethe exclusive right of a person registered on its books as the owner of shares to receive

 

13dividends, and to vote as such owner, and shall be entitled to hold liable for calls andassessments a person so registered on its books as the owner of shares, and shall not bebound to recognize any equitable or other claim to or interest in such share or shares on thepart 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 SIGNATURESSection 1 — Authorized Signatures: All checks, drafts and other negotiableinstruments issued by the Corporation shall be made in the name of the Corporation and shallbe signed manually or signed by facsimile signature by such one of the officers of theCorporation or such other person as the Chairman of the Board, the Vice Chairman of theBoard, the President or the Treasurer may from time to time designate.ARTICLE XIII: INSURANCESection 1 — Insurance: The Corporation may purchase and maintain liabilityinsurance, to the full extent permitted by law, on behalf of any person who is or was adirector, officer, employee or agent of the Corporation, or is or was serving at the requestof the Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against any liability asserted againstsuch person and incurred by such person in any such capacity.ARTICLE XIV: AMENDMENTS OF BYLAWSSection 1 — Amendments, How Effected: These Bylaws may be amended or repealed, ornew Bylaws may be adopted, either by the majority vote of the votes cast by the shareholdersentitled to vote thereon or by the majority vote of the Directors then in office at anymeeting of the Directors.Amended and Restated