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<TYPE>EX-3
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<FILENAME>k76722exv3.txt
<DESCRIPTION>BY-LAWS
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                                                                       EXHIBIT 3

                                                                               1


                            CONSUMERS ENERGY COMPANY

                                     BYLAWS

ARTICLE I:        LOCATION OF OFFICES

         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 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.

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                                                                               2

                  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.

         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.

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                                                                               3

         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.

         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

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                                                                               4

         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.

         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

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                                                                               5

         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 Company shall have and continuously
         maintain a resident agent, which may be either an individual resident
         in the State of Michigan whose business office is identical with the
         Company's registered office or a Michigan corporation or a foreign
         corporation authorized to transact business in Michigan and having a
         business office identical with the Company's registered office. The
         Board of Directors shall appoint the resident agent.

         Section 2 - Other Agents: The Board of Directors may appoint such other
         agents as may in their judgment be necessary for the proper conduct of
         the business of the Company.

ARTICLE X:        POWERS AND DUTIES

         Section 1 - Directors: The business and affairs of the Company shall be
         managed by the Board of Directors 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.

                  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 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 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 executive
         officer of the Company and, subject to the supervision of the Board of

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         Directors and of the Executive Committee, shall have general charge of
         the business and affairs of the Company; shall perform and do all acts
         and things incident to such position; and shall perform 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, the President shall
         preside at meetings of Directors. In the absence of the Chairman of the
         Board, the President shall preside at meetings of shareholders.

         Section 5 - 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 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 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 7 - 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 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 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 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 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 and shall affix or cause to be
         affixed the seal of the Company thereto and to all certificates of
         shares of the capital

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                                                                               7

         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 10 - General Counsel: The General Counsel, if any, shall have
         charge of all matters of a legal nature involving the Company.

         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 their 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
         Company to be the Principal Financial Officer and the Principal
         Accounting Officer of the Company.

ARTICLE XI:       STOCK

         Section 1 - Stock Certificates: The shares of stock of the Company
         shall be represented by certificates which shall be numbered and shall
         be entered on the stock records of the Company and registered as they
         are issued. Each certificate shall state on its face that the Company
         is formed under the laws of Michigan, the name of the person or persons
         to whom issued, the number and class of shares and the designation of
         the series the certificate represents, and the par value 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 also may be signed 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. 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 Company before such
         certificate shall have been issued by the Company, such certificate may
         nevertheless be issued by the Company with the same effect as if the
         person, who signed such certificate or whose facsimile signature shall
         have been placed thereon, were such officer of the Company at the date
         of issue.

                  Each certificate shall set forth on its face or back or state
         that the Company will furnish to a shareholder upon request and without
         charge a full statement of the designations, relative rights,
         preferences and limitations of the shares of stock of each class
         authorized to be issued and of each series so far as the same have been
         prescribed and the authority of the Board of Directors to designate and
         prescribe the relative rights, preferences and limitations of other
         series.

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                                                                               8

         Section 2 - Stock Records: The shares of stock of the Company shall be
         transferable on the stock records of the Company in person or by proxy
         duly authorized and upon surrender and cancellation of the old
         certificates therefor.

                  The Board of Directors may fix a date preceding the date fixed
         for any meeting of 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 3 - Stock - Preferred, Class A Preferred, Preference and
         Common: The Preferred Stock, Class A Preferred Stock, Preference Stock
         and Common Stock of the Company shall consist of shares having a par
         value of $100, no par value, $1 and $10 per share, respectively.

                  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 the owner's legal
         representative of a bond of indemnity against any claim that may be
         made against the Company on account of such alleged lost, stolen or
         destroyed certificate or such issuance of a new certificate.

ARTICLE XII:      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.

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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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