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<SEC-DOCUMENT>0001299933-09-003414.txt : 20090818
<SEC-HEADER>0001299933-09-003414.hdr.sgml : 20090818
<ACCEPTANCE-DATETIME>20090818103052
ACCESSION NUMBER:		0001299933-09-003414
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20090814
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090818
DATE AS OF CHANGE:		20090818

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO
		CENTRAL INDEX KEY:			0000201533
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				380442310
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		091020788

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSUMERS POWER CO
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMS ENERGY CORP
		CENTRAL INDEX KEY:			0000811156
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				382726431
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09513
		FILM NUMBER:		091020787

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_33997.htm
<DESCRIPTION>LIVE FILING
<TEXT>
<!-- CoverPageHeader start -->
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> CMS Energy Corporation (Form: 8-K) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
<!-- Comment1 -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<P>
<!-- CoverPageHeader end --><!-- CoverPageTitle START -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<HR NOSHADE>
<P>
<P ALIGN="CENTER">
<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	August 14, 2009
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	CMS Energy Corporation
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	001-09513
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	38-2726431
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	One Energy Plaza, Jackson, Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	49201
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	517-788-0550
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	Consumers Energy Company
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	001-05611
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	38-0442310
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	One Energy Plaza, Jackson, Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	49201
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	517-788-0550
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	n/a
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
Effective August 14, 2009, CMS Energy Corporation ("CMS Energy") and Consumers Energy Company ("Consumers") adopted changes to their respective bylaws. CMS Energy&#x2019;s bylaws amendments add the description of the responsibilities of the Presiding Director and add a provision providing authority for the President and certain other officers to execute shareholder, member or partnership proxies and 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 CMS Energy owns stock or an interest and at any such meetings exercise any and all rights and powers incident to the ownership of such stock or interest and which, as the owner therefore, CMS Energy might have possessed and exercised if present.  Consumers&#x2019; bylaws amendment adds the description of the responsibilities of the Presiding Director.   <br><br>The preceding disclosure is qualified in its entirety by reference to the amendments of CMS Energy&#x2019;s and Con
sumers&#x2019; bylaws. Copies of CMS Energy&#x2019;s and Consumers&#x2019; amended and restated bylaws are attached as exhibits 3.01 and 3.02, respectively and are incorporated by reference herein.<br>
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
(d) Exhibits.<br><br>3.01	CMS Energy Corporation Bylaws, amended and restated as of August 14, 2009<br>3.02	Consumers Energy Company Bylaws, amended and restated as of August 14, 2009<br><br>
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT">This Form 8-K contains &#x201C;forward-looking statements&#x201D; as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties.  They should be read in conjunction with &#x201C;FORWARD-LOOKING STATEMENTS AND INFORMATION&#x201D; and &#x201C;RISK FACTORS&#x201D; each found in the MANAGEMENT&#x2019;S DISCUSSION AND ANALYSIS sections of CMS Energy Corporation&#x2019;s (&#x201C;CMS Energy&#x201D;) Form 10-K and Consumers Energy Company&#x2019;s (&#x201C;Consumers&#x201D;) Form 10-K each for the Year Ended December 31, 2008 and as updated in CMS Energy&#x2019;s Forms 10-Q and Consumers&#x2019; Forms 10-Q each for the Quarters Ended March 31, 2009 and June 30, 2009. CMS Energy&#x2019;s and Consumers&#x2019; &#x201C;FORWARD-LOOKING STATEMENTS AND INFORMATION&#x201D; and &#x201C;RISK FACTORS&#x201D
; sections are incorporated herein by reference and discuss important factors that could cause CMS Energy&#x2019;s and Consumers&#x2019; results to differ materially from those anticipated in such statements.<br></P><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- SignatureHeader START -->
<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
<!-- SignatureHeader END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	CMS Energy Corporation
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	August 18, 2009
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Thomas J. Webb
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: Thomas J. Webb
</I>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: Executive Vice President and Chief Financial Officer
</I>
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<!-- Signature END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	Consumers Energy Company
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	August 18, 2009
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Thomas J. Webb
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
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	Name: Thomas J. Webb
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	Title: Executive Vice President and Chief Financial Officer
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	3.01
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3.01	CMS Energy Corporation Bylaws, amended and restated as of August 14, 2009
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	3.02
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3.02	Consumers Energy Company Bylaws, amended and restated as of August 14, 2009
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">CMS ENERGY CORPORATION</FONT>



<P align="center" style="font-size: 12pt">BYLAWS



<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;I:&nbsp;&nbsp;LOCATION&nbsp;OF&nbsp;OFFICES</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Registered&nbsp;Office</U>: The registered office of CMS Energy Corporation, (the
&#147;Corporation&#148;) 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Offices</U>: The Corporation may have and maintain other offices
within or without the State of Michigan.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;II:&nbsp;&nbsp;CORPORATE&nbsp;SEAL</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Corporate&nbsp;Seal</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;III:&nbsp;&nbsp;FISCAL&nbsp;YEAR</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Fiscal&nbsp;Year</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;IV:&nbsp;&nbsp;SHAREHOLDERS&#146;&nbsp;MEETINGS</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Annual&nbsp;Meetings</U>: 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)&nbsp;days after the fourth Friday in May.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Special&nbsp;Meetings</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;3 &#151; <U>Notices</U>: 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)&nbsp;days nor more than sixty
(60)&nbsp;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)&nbsp;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.



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 3%">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&nbsp;3, to each shareholder
of record on the new record date entitled to vote at the adjourned meeting.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;4 &#151; <U>Quorum</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;5 &#151; <U>Voting</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 3%">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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;6 &#151; <U>Inspectors</U>: 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.


<P align="left" style="font-size: 12pt; text-indent: 3%">Section&nbsp;7 &#151; <U>Notice of Shareholder Business and Director Nominations</U>:


<P align="left" style="font-size: 12pt; text-indent: 3%">(A)&nbsp;Annual Meetings of Shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the shareholders at an annual meeting of
shareholders may be made (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at
the direction of the Board of Directors, or (iii)&nbsp;by any shareholder of the Corporation who
(x)&nbsp;is a shareholder of record at the time of giving notice provided for in this Bylaw and
at the time of the annual meeting of shareholders, (y)&nbsp;is entitled to vote at the meeting,
and (z)&nbsp;complies with the notice procedures as to such business or nomination set forth in
this Bylaw. Clause (iii)&nbsp;of this paragraph shall be the exclusive means for a shareholder
to make nominations or submit other business (other than matters properly brought under Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) and
included in the Corporation&#146;s notice of meeting) before an annual meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For nominations or other business to be properly brought before an annual meeting
by a shareholder pursuant to clause (iii)&nbsp;of paragraph (A)(1) of this Section&nbsp;7, such other
business must be a proper subject for shareholder action under Michigan corporation law, and
the shareholder must have given timely notice of such nomination or other business in
writing to the Secretary of the Corporation. To be timely, a shareholder&#146;s notice shall be
delivered to the Secretary at the principal executive offices of the Corporation not earlier
than the ninetieth (90th) day and not later than the sixtieth (60th) day prior to the first
anniversary of the preceding year&#146;s annual meeting date; provided, however, that in the
event that the date of the annual meeting is more than thirty (30)&nbsp;days before or after such
anniversary date, notice by the shareholder to be timely must be so delivered no later than
the tenth (10th) day following the date on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder&#146;s notice as described above.


<P align="left" style="font-size: 12pt; text-indent: 4%">To be in proper form, a shareholder&#146;s notice to the Secretary must set forth:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the following as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or business proposal is made:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name and address of such shareholder, as it appears on the
Corporation&#146;s books, and of the beneficial owner, if any;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the class or series and number of shares of capital stock of the
Corporation that are owned beneficially and of record by such shareholder and
beneficial owner, if any, as of the date of such notice (which information shall be
supplemented by such shareholder and beneficial owner, if any, not later than ten
(10)&nbsp;days after the record date for the meeting to disclose such ownership as of the
record date);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;a description of any agreement, arrangement or understanding (including any
derivative or short positions, profit interests, options, hedging transactions, and
borrowed or loaned shares) that has been entered into as of the date of such notice
by, or on behalf of, the shareholder or beneficial owner, if any, or any of their
affiliates 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 the
voting power of the shareholder or beneficial owner, if any, or any of their
affiliates or associates with respect to shares of stock of the Corporation, and a
representation that the shareholder or beneficial owner, if any, will notify the
Corporation in writing of any such agreement, arrangement or understanding in effect
as of the record date for the meeting promptly following the later of the record
date or the date notice of the record date is first publicly disclosed;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;any proxy, contract, arrangement, understanding or relationship pursuant to
which shareholder or beneficial owner, if any, has a right to vote any shares of any
security of the Corporation; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;any other information relating to such shareholder and beneficial owner, if
any, that would be required to be disclosed in a proxy statement or other filings
required 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 pursuant
to Section&nbsp;14 of the Exchange Act and the rules and regulations promulgated
thereunder;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the following additional information if the notice relates to any business other
than the nomination of a director that the shareholder proposes to bring before the meeting:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting, the text of the
proposal, and any material interest of such shareholder or beneficial owner, if any,
in such business; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;a description of all agreements, arrangements and understandings between
such shareholder and beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the following additional information as to each person whom the shareholder
proposes to nominate for election as a director:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name, age, and business and residential addresses of such person;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(b)&nbsp;the principal occupation or employment of such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;the number of shares of capital stock of the Corporation beneficially owned
by such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;such person&#146;s written consent to being named in the proxy statement as a
nominee and serving as a director if elected;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;such other information relating to such person that would be required to be
disclosed in a proxy statement or other filings required to be made in connection
with proxy solicitations of proxies for election of directors in a contested
election pursuant to Section&nbsp;14 of the Exchange Act and the rules and regulations
promulgated thereunder; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(f)&nbsp;an undertaking to provide such other information as the Corporation may
reasonably require to determine the eligibility of such person to serve as an
independent director of the Corporation or that could be material to a reasonable
shareholder&#146;s understanding of the independence, or lack thereof, of such person;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;a representation that the shareholder or beneficial owner, if any, intends to
appear in person or by proxy at the meeting to propose such business or make such
nomination; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;a representation whether the shareholder or beneficial owner, if any, intends or is
part of a group which intends (a)&nbsp;to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation&#146;s outstanding capital stock required
to approve the proposal or elect the nominee and/or (b)&nbsp;otherwise to solicit proxies from
shareholders in support of such proposal or nomination.


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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Special Meetings of Shareholders.</TD>
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<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Only such business shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting of shareholders pursuant to the Corporation&#146;s notice of
meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders only if directors are to be elected at such meeting pursuant
to the Corporation&#146;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)&nbsp;made by or at the
direction of the Board of Directors or (ii)&nbsp;provided that the Board of Directors has
determined that directors shall be elected at such meeting, made by any shareholder of the
Corporation, who (x)&nbsp;is a shareholder of record at the time of giving of notice provided for
in this Bylaw and at the time of the special meeting, (y)&nbsp;is entitled to vote at the
meeting, and (z)&nbsp;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 for
director before a special meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">For nominations to be properly brought before a special meeting by a shareholder
pursuant to clause (ii)&nbsp;of the preceding paragraph, the shareholder must have given timely
notice of the nomination to the Secretary of the Corporation in the form required by
paragraph (A)(2) of this section 7. To be timely, a shareholder&#146;s notice shall be delivered
to the Secretary at the principal executive offices of the Corporation not earlier than the
ninetieth (90th) day prior to such special meeting date and not later than the later of the
sixtieth (60th) day prior to such special meeting date and the tenth (10th) day following
the day on which public announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a new time
period for the giving of a shareholder&#146;s notice as described above.


<P align="left" style="font-size: 12pt; text-indent: 4%">(C)&nbsp;General.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Only such persons who are nominated in accordance with the procedures set forth in
this Bylaw shall be eligible to be elected as directors at a meeting of shareholders, and
only such business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this Bylaw.
Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine whether a 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 any proposed
nomination or business is not in compliance with this Bylaw, to declare that such proposal
shall be disregarded.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For purposes of this Bylaw, &#147;public announcement&#148; shall mean disclosure in a press
release reported by the PR Newswire or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Section&nbsp;13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;Nothing in this Bylaw shall be deemed to affect any rights of (i)&nbsp;shareholders to
request inclusion of proposals in the Corporation&#146;s proxy statement pursuant to Rule&nbsp;14a-8
under the Exchange Act or (ii)&nbsp;the holders of any series of preferred stock if and to the
extent provided for under law, the Articles of Incorporation or these Bylaws.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;V:&nbsp;&nbsp;DIRECTORS</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number</U>: The Board of Directors of the Corporation shall consist of not
less than seven (7)&nbsp;nor more than seventeen (17)&nbsp;members, as fixed from time to time by
resolution of the Board of Directors.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Election</U>: The Directors shall be elected annually at the annual meeting
of the shareholders or at any adjournment thereof.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term&nbsp;of&nbsp;Office</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VI:&nbsp;&nbsp;DIRECTORS&#146;&nbsp;MEETINGS</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Organization&nbsp;Meeting</U>: As soon as possible after their election, the
Board of Directors shall meet and organize and may also transact other business.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Meetings</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;3 &#151; <U>Place&nbsp;of&nbsp;Meeting</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;4 &#151; <U>Notice</U>: A reasonable notice of all meetings, in writing or otherwise,
shall be given to each Director or sent to the Director&#146;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&#146; meeting at which Directors were elected.



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 3%">No notice of the holding of an adjourned meeting shall be necessary.



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 3%">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.



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 3%">Notice of the time, place and purpose of any meeting may be waived in writing either
before or after the holding thereof.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;5 &#151; <U>Quorum</U>: 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)&nbsp;and not more than fifteen (15), then
five (5)&nbsp;members shall constitute a quorum; and if the Board shall consist of more than
fifteen (15), then seven (7)&nbsp;members shall constitute a quorum.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;6 &#151; <U>Voting</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;7 &#151; <U>Participation&nbsp;by&nbsp;Communications&nbsp;Equipment</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;8 &#151; <U>Action&nbsp;Without&nbsp;Meeting</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VII:&nbsp;&nbsp;EXECUTIVE&nbsp;AND&nbsp;OTHER&nbsp;COMMITTEES</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number&nbsp;and&nbsp;Qualifications</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Appointment</U>: The appointment of members of each such Committee, or other
action respecting any Committee, may take place at any meeting of the Directors.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term&nbsp;of&nbsp;Office</U>: The members of each Committee shall hold office at the
pleasure of the Board of Directors.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;5 &#151; <U>Minutes</U>: Except as provided in Section&nbsp;2 of Article&nbsp;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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;6 &#151; <U>Quorum</U>: 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)&nbsp;or less,
then two (2)&nbsp;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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VIII:&nbsp;&nbsp;OFFICERS</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Election</U>: 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)&nbsp;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)&nbsp;or more officers.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Qualifications</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;3 &#151; <U>Vacancies</U>: Any vacancy or vacancies among the officers arising from any
cause shall be filled by the Board of Directors. In case of the absence of any officer of
the Corporation or for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate, for the time being, the powers or duties, or any of them, of
any officer to any other officer or to any Director.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;4 &#151; <U>Term&nbsp;of&nbsp;Office</U>: Each officer of the Corporation shall hold office until
a successor is chosen and qualified, or until the officer&#146;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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;5 &#151; <U>Compensation</U>: The compensation of the officers shall be fixed by a
committee of the Board of Directors composed of independent directors as defined by
applicable law and regulation.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;IX:&nbsp;&nbsp;AGENTS</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Resident&nbsp;Agent</U>: 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&#146;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&#146;s registered office. The Board of Directors
shall appoint the resident agent.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Agents</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;X:&nbsp;&nbsp;POWERS&nbsp;AND&nbsp;DUTIES</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Directors</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#151; <U>Executive&nbsp;Committee</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;3 &#151; <U>Chairman&nbsp;of&nbsp;the&nbsp;Board</U>: The Chairman of the Board 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;4 &#150; <U>Presiding Director</U>: The authority, duties and responsibilities of the
Presiding Director are as follows: (1)&nbsp;convene and chair meetings of the independent
directors in executive session no less than once each year; (2)&nbsp;preside at meetings of the
Board at which the Chairman or President are not present, including executive sessions of the
independent directors; (3)&nbsp;solicit independent directors for advice on agenda items for
meetings of the Board; (4)&nbsp;serve as a liaison between the Chairman and Chief Executive
Officer and the independent directors; and (5)&nbsp;perform such other duties as may be assigned
by the Board from time to time. The Board of Directors may elect a Presiding Director from
its independent directors.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;5 &#150; <U>President</U>: The President 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
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. Unless otherwise provided by the Board of Directors or the Executive Committee,
the President 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 President shall not exercise such powers, or in the absence or inability to
act of the President, any Vice President may exercise such powers. The Board of Directors or
Executive Committee by resolution from time to time may confer like powers upon any other
person or persons. In the absence of the Chairman of the Board, the President shall preside
at meetings of Directors; and in the absence of the Chairman of the Board, the President shall
preside at meetings of shareholders.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;6 &#151; <U>Vice&nbsp;Chairman</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;7 &#151; <U>Vice&nbsp;Presidents</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;8 &#151; <U>Controller</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;9 &#151; <U>Treasurer</U>: 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 the Treasurer&#146;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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;10 &#151; <U>Secretary</U>: 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
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;11 &#151; <U>General&nbsp;Counsel</U>: The General Counsel, if any, shall have charge of all
matters of a legal nature involving the Corporation.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;12 -<U>Assistant&nbsp;Controllers,</U>


<P align="left" style="font-size: 12pt; text-indent: 10%"><U>Assistant&nbsp;Secretaries&nbsp;and</U>



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 7%"><U>Assistant&nbsp;Treasurers</U>: 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.


<P align="center" style="font-size: 10pt; display: none; text-indent: 7%">1
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<P align="left" style="font-size: 12pt; text-indent: 3%">Section&nbsp;13 &#151; <U>Principal&nbsp;Financial&nbsp;Officer&nbsp;and</U>



<P align="left" style="margin-left:3%; font-size: 12pt; text-indent: 7%"><U>Principal&nbsp;Accounting&nbsp;Officer</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XI:&nbsp;&nbsp;STOCK</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#150; <U>Certificated and Uncertificated Shares</U>: The shares of stock of the
Corporation may be either certificated shares or uncertificated shares or a combination
thereof. A resolution approved by a majority of the directors may provide that some or all
of any or all classes and series of the shares of the Corporation will be uncertificated
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares. Every owner of certificated shares of the Corporation shall be entitled to a
certificate, to be in such form as shall be prescribed by law, the Articles of Incorporation
of the Corporation or by these Bylaws. Each certificate shall be numbered and shall be
entered on the stock records of the Corporation and registered as they are issued, and shall
be signed, in the name of the Corporation, by the Chairman of the Board, Vice Chairman, if
any, President or one of the Vice Presidents and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary; and shall be sealed with the seal of the
Corporation or a facsimile thereof, or by such officers as the Board of Directors may
designate.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;2 &#150; <U>Facsimile Signatures</U>: When a certificate is countersigned (1)&nbsp;by a
transfer agent, or (2)&nbsp;by a transfer clerk acting on behalf of the Corporation and a
registrar, the signatures of any such Chairman of the Board, Vice Chairman, if any,
President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
may be facsimile. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on any such certificate or certificates shall cease to
be such officer or officers of the Corporation before such certificate or certificates have
been delivered by the Corporation, such certificate or certificates may nevertheless be
adopted by the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;3 &#151; <U>Stock&nbsp;-&nbsp;Preferred&nbsp;and&nbsp;Common</U>: The designations, relative rights,
preferences, limitations and voting powers, or restrictions, or qualifications of the shares
of Preferred Stock and Common Stock shall be as set forth in the Articles of Incorporation of
the Corporation.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;4 &#151; <U>Replacing&nbsp;Certificates</U>: 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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;5 &#150; <U>Stock Records and Transfers of Stock</U>: Transfers of shares of stock of
the Corporation shall be made by the transfer agent and registrar on the Books of the
Corporation after receipt of a request with proper evidence of succession, assignment, or
authority to transfer by the record holder of such stock, or by an attorney lawfully
constituted in writing, and, in the case of stock represented by a certificate, upon
surrender of the certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer. Subject to the foregoing, the Board of Directors shall
have power and authority to adopt resolutions as it shall deem necessary or appropriate
concerning the issue, transfer, and registration of shares of stock of the Corporation, and
to appoint and remove transfer agents and registrars of transfers.



<P align="left" style="margin-left:3%; font-size: 12pt">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)&nbsp;days before the date of the meeting of the shareholders, nor more than
sixty (60)&nbsp;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.



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;6 &#150; <U>Registered Shareholders</U>: The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall be entitled to hold liable for calls and
assessments a person so registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by applicable statute.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XII:&nbsp;&nbsp;AUTHORIZED&nbsp;SIGNATURES</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Authorized&nbsp;Signatures</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE XIII: INSURANCE</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Insurance</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XIV:&nbsp;&nbsp;AMENDMENTS&nbsp;OF&nbsp;BYLAWS</U>



<P align="left" style="margin-left:3%; font-size: 12pt">Section&nbsp;1 &#151; <U>Amendments,&nbsp;How&nbsp;Effected</U>: 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.


<P align="left" style="font-size: 12pt">Amended and Restated
<BR>
August&nbsp;14, 2009



<P align="center" style="font-size: 10pt; display: none">2




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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">CONSUMERS ENERGY COMPANY</FONT>



<P align="center" style="font-size: 12pt">BYLAWS



<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;I:&nbsp;&nbsp;LOCATION&nbsp;OF&nbsp;OFFICES</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1 &#151; <U>Registered&nbsp;Office</U>: The registered office of Consumers Energy Company,
(the &#147;Company&#148;) 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Offices</U>: The Company may have and maintain other offices within
or without the State of Michigan.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;II:&nbsp;&nbsp;CORPORATE&nbsp;SEAL</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Corporate&nbsp;Seal</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;III:&nbsp;&nbsp;FISCAL&nbsp;YEAR</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Fiscal&nbsp;Year</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;IV:&nbsp;&nbsp;SHAREHOLDERS&#146;&nbsp;MEETINGS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Annual&nbsp;Meetings</U>: 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)&nbsp;days after the fourth Friday in
May.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Special&nbsp;Meetings</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Notices</U>: 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)&nbsp;days nor
more than sixty (60)&nbsp;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)&nbsp;days nor less than ten (10)&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">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&nbsp;3, to each
shareholder of record on the new record date entitled to vote at the adjourned meeting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Quorum</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Voting</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">The voting powers of the shares of Preferred Stock, Class&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Inspectors</U>: 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.



<P align="left" style="margin-left:1%; font-size: 12pt; text-indent: 3%">Section&nbsp;7 &#151; <U>Notice of Shareholder Business and Director Nominations</U>:



<P align="left" style="margin-left:1%; font-size: 12pt; text-indent: 3%">(A)&nbsp;Annual Meetings of Shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Nominations of persons for election to the Board of Directors of the Company and
the proposal of business to be considered by the shareholders at an annual meeting of
shareholders may be made (i)&nbsp;pursuant to the Company&#146;s notice of meeting, (ii)&nbsp;by or at the
direction of the Board of Directors, or (iii)&nbsp;by any shareholder of the Company who (x)&nbsp;is
a shareholder of record at the time of giving notice provided for in this Bylaw and at the
time of the annual meeting of shareholders, (y)&nbsp;is entitled to vote at the meeting, and (z)
complies with the notice procedures as to such business or nomination set forth in this
Bylaw. Clause (iii)&nbsp;of this paragraph shall be the exclusive means for a shareholder to
make nominations or submit other business (other than matters properly brought under Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) and
included in the Company&#146;s notice of meeting) before an annual meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For nominations or other business to be properly brought before an annual meeting
by a shareholder pursuant to clause (iii)&nbsp;of paragraph (A) (1)&nbsp;of this Section&nbsp;7, such
other business must be a proper subject for shareholder action under Michigan corporation
law, and the shareholder must have given timely notice of such nomination or other business
in writing to the Secretary of the Company. To be timely, a shareholder&#146;s notice shall be
delivered to the Secretary at the principal executive offices of the Company not earlier
than the ninetieth (90th) day and not later than the sixtieth (60th) day prior to the first
anniversary of the preceding year&#146;s annual meeting date; provided, however, that in the
event that the date of the annual meeting is more than thirty (30)&nbsp;days before or after
such anniversary date, notice by the shareholder to be timely must be so delivered no later
than the tenth (10th) day following the date on which public announcement of the date of
such meeting is first made by the Company. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder&#146;s notice as described above.


<P align="left" style="font-size: 12pt; text-indent: 8%">To be in proper form, a shareholder&#146;s notice to the Secretary must set forth:



<P align="left" style="margin-left:8%; font-size: 12pt">(i)&nbsp;the following as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or business proposal is made:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name and address of such shareholder, as it appears on the Company&#146;s
books, and of the beneficial owner, if any;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the class or series and number of shares of capital stock of the Company
that are owned beneficially and of record by such shareholder and beneficial owner,
if any, as of the date of such notice (which information shall be supplemented by
such shareholder and beneficial owner, if any, not later than ten (10)&nbsp;days after
the record date for the meeting to disclose such ownership as of the record date);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;a description of any agreement, arrangement or understanding (including any
derivative or short positions, profit interests, options, hedging transactions, and
borrowed or loaned shares) that has been entered into as of the date of such notice
by, or on behalf of, the shareholder or beneficial owner, if any, or any of their
affiliates 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 the
voting power of the shareholder or beneficial owner, if any, or any of their
affiliates or associates with respect to shares of stock of the Company, and a
representation that the shareholder or beneficial owner, if any, will notify the
Company in writing of any such agreement, arrangement or understanding in effect as
of the record date for the meeting promptly following the later of the record date
or the date notice of the record date is first publicly disclosed;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;any proxy, contract, arrangement, understanding or relationship pursuant to
which shareholder or beneficial owner, if any, has a right to vote any shares of any
security of the Company; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;any other information relating to such shareholder and beneficial owner, if
any, that would be required to be disclosed in a proxy statement or other filings
required 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 pursuant
to Section&nbsp;14 of the Exchange Act and the rules and regulations promulgated
thereunder;



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;the following additional information if the notice relates to any business
other than the nomination of a director that the shareholder proposes to bring
before the meeting:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting, the text of the
proposal, and any material interest of such shareholder or beneficial owner, if any,
in such business; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;a description of all agreements, arrangements and understandings between
such shareholder and beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder;



<P align="left" style="margin-left:8%; font-size: 12pt">(iii)&nbsp;the following additional information as to each person whom the shareholder
proposes to nominate for election as a director:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name, age, and business and residential addresses of such person;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(b)&nbsp;the principal occupation or employment of such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;the number of shares of capital stock of the Company beneficially owned by
such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;such person&#146;s written consent to being named in the proxy statement as a
nominee and serving as a director if elected;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;such other information relating to such person that would be required to be
disclosed in a proxy statement or other filings required to be made in connection
with proxy solicitations of proxies for election of directors in a contested
election pursuant to Section&nbsp;14 of the Exchange Act and the rules and regulations
promulgated thereunder; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(f)&nbsp;an undertaking to provide such other information as the Company may
reasonably require to determine the eligibility of such person to serve as an
independent director of the Company or that could be material to a reasonable
shareholder&#146;s understanding of the independence, or lack thereof, of such person;



<P align="left" style="margin-left:8%; font-size: 12pt">(iv)&nbsp;a representation that the shareholder or beneficial owner, if any, intends to
appear in person or by proxy at the meeting to propose such business or make such
nomination; and



<P align="left" style="margin-left:8%; font-size: 12pt">(v)&nbsp;a representation whether the shareholder or beneficial owner, if any, intends or
is part of a group which intends (a)&nbsp;to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the Company&#146;s outstanding capital
stock required to approve the proposal or elect the nominee and/or (b)&nbsp;otherwise to
solicit proxies from shareholders in support of such proposal or nomination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(B)&nbsp;Special Meetings of Shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Only such business shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting of shareholders pursuant to the Company&#146;s notice of
meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders only if directors are to be elected at such meeting pursuant
to the Company&#146;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)&nbsp;made by or at the
direction of the Board of Directors or (ii)&nbsp;provided that the Board of Directors has
determined that directors shall be elected at such meeting, made by any shareholder of the
Company, who (x)&nbsp;is a shareholder of record at the time of giving of notice provided for in
this Bylaw and at the time of the special meeting, (y)&nbsp;is entitled to vote at the meeting,
and (z)&nbsp;complies with the notice procedures set forth in this Bylaw. Clause (ii)&nbsp;of this
paragraph shall be the exclusive means for a shareholder to make nominations for director
before a special meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">For nominations to be properly brought before a special meeting by a shareholder
pursuant to clause (ii)&nbsp;of the preceding paragraph, the shareholder must have given timely
notice of the nomination to the Secretary of the Company in the form required by paragraph
(A)(2) of this section 7. To be timely, a shareholder&#146;s notice shall be delivered to the
Secretary at the principal executive offices of the Company not earlier than the ninetieth
(90th) day prior to such special meeting date and not later than the later of the sixtieth
(60th) day prior to such special meeting date and the tenth (10th) day following the day on
which public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a new time
period for the giving of a shareholder&#146;s notice as described above.


<P align="left" style="font-size: 12pt; text-indent: 4%">(C)&nbsp;General.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Only such persons who are nominated in accordance with the procedures set forth in
this Bylaw shall be eligible to be elected as directors at a meeting of shareholders, and
only such business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this Bylaw.
Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine whether a 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 any proposed
nomination or business is not in compliance with this Bylaw, to declare that such proposal
shall be disregarded.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For purposes of this Bylaw, &#147;public announcement&#148; shall mean disclosure in a press
release reported by the PR Newswire or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission pursuant to
Section&nbsp;13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;Nothing in this Bylaw shall be deemed to affect any rights of (i)&nbsp;shareholders to
request inclusion of proposals in the Company&#146;s proxy statement pursuant to Rule&nbsp;14a-8 under
the Exchange Act or (ii)&nbsp;the holders of any series of preferred stock if and to the extent
provided for under law, the Articles of Incorporation or these Bylaws.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;V:&nbsp;&nbsp;DIRECTORS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number</U>: The Board of Directors of the Company shall consist of not
less than seven (7)&nbsp;nor more than seventeen (17)&nbsp;members, as fixed from time to time by
resolution of the Board of Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Election</U>: The Directors shall be elected annually at the annual
meeting of the shareholders or at any adjournment thereof.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term&nbsp;of&nbsp;Office</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VI:&nbsp;&nbsp;DIRECTORS&#146;&nbsp;MEETINGS</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1 &#151; <U>Organization&nbsp;Meeting</U>: As soon as possible after their



<P align="left" style="margin-left:4%; font-size: 12pt">election, the Board of Directors shall meet and organize and may also transact other
business.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Meetings</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Place&nbsp;of&nbsp;Meeting</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Notice</U>: A reasonable notice of all meetings, in writing or otherwise,
shall be given to each Director or sent to the Director&#146;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&#146; meeting at which the Directors were elected.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">No notice of the holding of an adjourned meeting shall be necessary.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Notice of the time, place and purpose of any meeting may be waived in writing either
before or after the holding thereof.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Quorum</U>: 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)&nbsp;and not more than fifteen (15), then
five (5)&nbsp;members shall constitute a quorum; and if the Board shall consist of more than
fifteen (15), then seven (7)&nbsp;members shall constitute a quorum.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Voting</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Participation&nbsp;by&nbsp;Communications&nbsp;Equipment</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;8 &#151; <U>Action&nbsp;Without&nbsp;Meeting</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VII:&nbsp;&nbsp;EXECUTIVE&nbsp;AND&nbsp;OTHER&nbsp;COMMITTEES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number&nbsp;and&nbsp;Qualifications</U>: By resolution passed by a majority of the
whole Board, the Board of Directors may from time to time designate one or more of their
number to constitute an Executive or any other Committee of the Board, as the Board of
Directors may from time to time determine to be desirable, and may fix the number of
members and designate the Chairperson of each such Committee, except that the Audit
Committee shall consist of not less than three outside members of the Board of Directors.
Except as provided by law, the powers of each such Committee shall be as defined in the
resolution or resolutions of the Board of Directors relating to the authorizations of such
Committee, and may include, if such resolution or resolutions so provide, the power and
authority to declare a dividend or to authorize the issuance of shares of stock of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Appointment</U>: The appointment of members of each such Committee, or
other action respecting any Committee, may take place at any meeting of the Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term&nbsp;of&nbsp;Office</U>: The members of each Committee shall hold office at the
pleasure of the Board of Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Minutes</U>: Except as provided in Section&nbsp;2 of Article&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Quorum</U>: 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)&nbsp;or
less, then two (2)&nbsp;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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VIII:&nbsp;&nbsp;OFFICERS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Election</U>: 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)&nbsp;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)&nbsp;or more officers.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Qualifications</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Vacancies</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Term&nbsp;of&nbsp;Office</U>: Each officer of the Company shall hold office until
the officer&#146;s successor is chosen and qualified, or until the officer&#146;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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Compensation</U>: The compensation of the officers shall be fixed by a
committee of the Board of Directors composed of independent directors as defined by
applicable law and regulation.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;IX:&nbsp;&nbsp;AGENTS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Resident&nbsp;Agent</U>: 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&#146;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&#146;s registered office. The Board of Directors shall
appoint the resident agent.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Agents</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;X:&nbsp;&nbsp;POWERS&nbsp;AND&nbsp;DUTIES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Directors</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Executive&nbsp;Committee</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Chairman&nbsp;of&nbsp;the&nbsp;Board</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#150; <U>Presiding Director</U>: The authority, duties and responsibilities of the
Presiding Director are as follows: (1)&nbsp;convene and chair meetings of the independent
directors in executive session no less than once each year; (2)&nbsp;preside at meetings of the
Board at which the Chairman or President are not present, including executive sessions of
the independent directors; (3)&nbsp;solicit independent directors for advice on agenda items for
meetings of the Board; (4)&nbsp;serve as a liaison between the Chairman and Chief Executive
Officer and the independent directors; and (5)&nbsp;perform such other duties as may be assigned
by the Board from time to time. The Board of Directors may elect a Presiding Director from
its independent directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Chief&nbsp;Executive&nbsp;Officer</U>: The Chief Executive Officer, subject to the
supervision of the Board of Directors and of the Executive Committee, shall have general
charge of the business and affairs of the Company. Unless otherwise provided by the Board
or the Executive Committee, the Chief Executive Officer shall have full power and authority
on behalf of the Company to execute any shareholder, member or partnership consents and to
attend and act and to vote in person or by proxy at any meetings of shareholders, members
or partners of any entity in which the Company may own stock or an interest and at any such
meeting shall possess and may exercise any and all the rights and powers incident to the
ownership of such stock or interest and which, as the owner thereof, the Company might have
possessed and exercised if present. If the Chief Executive Officer shall not exercise such
powers, or in the absence or inability to act of the Chief Executive Officer, the President
may exercise such powers. In the absence or inability to act of the President, a Vice
Chairman, if any, may exercise such powers. In the absence or inability to act of a Vice
Chairman, any Vice President may exercise such powers. The Board of Directors or Executive
Committee by resolution from time to time may confer like powers upon any other person or
persons. In the absence of the Chairman of the Board and a Vice Chairman, the Chief
Executive Officer shall preside at meetings of Directors. In the absence of the Chairman
of the Board, the Chief Executive Officer shall preside at meetings of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>President</U>: The President shall be the chief operating officer of the
Company and shall perform and do all acts and things incident to such position; and shall
perform such other duties as may be assigned from time to time by the Board of Directors,
the Executive Committee, the Chairman of the Board or the Chief Executive Officer.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Vice&nbsp;Chairman</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;8 &#151; <U>Vice&nbsp;Presidents</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;9 &#151; <U>Controller</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;10 &#151; <U>Treasurer</U>: 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&#146;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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;11 &#151; <U>Secretary</U>: 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 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;12 &#151; <U>General&nbsp;Counsel</U>: The General Counsel, if any, shall have charge of
all matters of a legal nature involving the Company.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;13 -<U>Assistant&nbsp;Controllers,</U>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%"><U>Assistant&nbsp;Secretaries&nbsp;and</U>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%"><U>Assistant&nbsp;Treasurers</U>: 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.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;14 &#151; <U>Principal&nbsp;Financial&nbsp;Officer&nbsp;and</U>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%"><U>Principal&nbsp;Accounting&nbsp;Officer</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XI:&nbsp;&nbsp;STOCK</U>



<P align="left" style="margin-left:5%; font-size: 12pt">Section&nbsp;1 &#150; <U>Certificated and Uncertificated Shares</U>: The shares of stock of the
Corporation may be either certificated shares or uncertificated shares or a combination
thereof. A resolution approved by a majority of the directors may provide that some or
all of any or all classes and series of the shares of the Company will be uncertificated
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares. Every owner of certificated shares of the Company shall be entitled to a
certificate, to be in such form as shall be prescribed by law, the Articles of
Incorporation of the Company or by these Bylaws. Each certificate shall be numbered and
shall be entered on the stock records of the Company and registered as they are issued,
and shall be signed, in the name of the Company, by the Chairman of the Board, Vice
Chairman, if any, President or one of the Vice Presidents and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary; and shall be sealed with
the seal of the Company or a facsimile thereof, or by such officers as the Board of
Directors may designate.



<P align="left" style="margin-left:5%; font-size: 12pt">Section&nbsp;2 &#150; <U>Facsimile Signatures</U>: When a certificate is countersigned (1)&nbsp;by a
transfer agent, or (2)&nbsp;by a transfer clerk acting on behalf of the Company and a
registrar, the signatures of any such Chairman of the Board, Vice Chairman, if any,
President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on any such certificate or certificates
shall cease to be such officer or officers of the Company before such certificate or
certificates have been delivered by the Company, such certificate or certificates may
nevertheless be adopted by the Company and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers of the
Company.



<P align="left" style="margin-left:5%; font-size: 12pt">Section&nbsp;3 &#151; <U>Stock&nbsp;&#150;&nbsp;Preferred, Class&nbsp;A Preferred, Preference&nbsp;and&nbsp;Common</U>: The
designations, relative rights, preferences, limitations and voting powers, or
restrictions, or qualifications of the shares of Preferred Stock, Class&nbsp;A Preferred Stock,
Preference Stock and Common Stock shall be as set forth in the Articles of Incorporation
of the Company.



<P align="left" style="margin-left:5%; font-size: 12pt">Section&nbsp;4 &#151; <U>Replacing&nbsp;Certificates</U>: In case of the alleged loss, theft or
destruction of any certificate of shares of stock and the submission of proper proof
thereof, a new certificate may be issued in lieu thereof upon delivery to the Company by
the owner or legal representative of a bond of indemnity against any claim that may be
made against the Company on account of such alleged lost, stolen or destroyed certificate
or such issuance of a new certificate.



<P align="left" style="margin-left:5%; font-size: 12pt">Section&nbsp;5 &#150; <U>Stock Records and Transfers of Stock</U>: Transfers of shares of stock of
the Company shall be made by the transfer agent and registrar on the Books of the Company
after receipt of a request with proper evidence of succession, assignment, or authority to
transfer by the record holder of such stock, or by an attorney lawfully constituted in
writing, and, in the case of stock represented by a certificate, upon surrender of the
certificate duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer. Subject to the foregoing, the Board of Directors shall have power
and authority to adopt resolutions as it shall deem necessary or appropriate concerning
the issue, transfer, and registration of shares of stock of the Corporation, and to
appoint and remove transfer agents and registrars of transfers.



<P align="left" style="margin-left:5%; font-size: 12pt">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)&nbsp;nor less than ten (10)&nbsp;days before the date of the meeting of the
shareholders, nor more than sixty (60)&nbsp;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.



<P align="left" style="margin-left:5%; font-size: 12pt">Section&nbsp;6 &#150; <U>Registered Shareholders</U>: The Company shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall be entitled to hold liable for calls and
assessments a person so registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by applicable statute.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XII:&nbsp;&nbsp;AUTHORIZED&nbsp;SIGNATURES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Authorized&nbsp;Signatures</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE XIII: INSURANCE</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Insurance</U>: 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.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XIV:&nbsp;&nbsp;AMENDMENTS&nbsp;OF&nbsp;BYLAWS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Amendments,&nbsp;How&nbsp;Effected</U>: 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.


<P align="left" style="font-size: 12pt">Amended and Restated
<BR>
August&nbsp;14, 2009



<P align="center" style="font-size: 10pt; display: none">




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