DTE Energy 2014 Annual Report Download - page 128

to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 6. Voting. Except as otherwise provided in the Articles of Incorporation, each outstanding share of capital stock shall
be entitled to one vote on each matter submitted to a vote. Votes may be cast orally, in writing or by any other means permitted under
Michigan law, as the chair of the meeting may decide. All voting may be done either in person or by proxy appointed by instrument in
writing or by electronic means (telephone or internet), signed, or identified by the shareholder’s identification number or other unique
identifier that is reasonably designed to ensure authenticity by such shareholder or his or her authorized agent. When a quorum is
present:
(a) Action on a matter is approved if the votes properly cast favoring the action exceed the votes properly cast opposing the
action, unless the action is the election of directors, or is one upon which by express provision of law, the Articles of Incorporation or
these Bylaws, a larger or different vote is required; and
(b) Each director shall be elected by a majority of votes properly cast at any meeting of shareholders for the election of
directors. However, if the number of director nominees for any director election exceeds the number of directors to be elected (a
“Contested Election”), the nominees receiving a plurality of the votes cast by holders of the shares entitled to vote at any meeting for
the election of directors at which a quorum is present will be elected. For purposes of this Section 6(b) of Article I, a majority of the
votes properly cast means that the number of shares properly voted “for” a director must exceed fifty percent (50%) of the votes
properly cast with respect to that director. The votes cast shall exclude abstentions with respect to that director’s election.
Section 7. Record of Shareholders. For the purpose of determining the shareholders entitled (a) to notice of, or to vote at,
any meeting of shareholders or any adjournment thereof, (b) to express consent to, or dissent from, any proposal without a meeting, or
(c) to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may
fix, in advance, a date as the record date for any such determination of shareholders. The record date shall not precede the date upon
which it is fixed and shall not be less than 10 days nor more than 60 days before the date of the meeting, or the taking of any other
action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting, unless the Board of Directors chooses to fix a new record date for the adjourned meeting.
Section 8. List of Shareholders. The Corporate Secretary shall prepare or have prepared before every meeting of
shareholders a complete list of shareholders entitled to vote at the meeting in compliance with Michigan law.
Section 9. Order of Business. At each meeting of shareholders, a chair shall preside. In the absence of a specific selection by
the Board of Directors, the chair shall be the Chairman of the Board as provided in these Bylaws. The chair shall determine the order
of business and shall have the authority in his or her sole discretion to regulate the conduct of any such meeting including, without
limitation, by imposing restrictions on the persons (other than shareholders of the Company or their duly appointed proxies) who may
attend any such shareholders’ meeting, by ascertaining whether any shareholder or his proxy may be excluded from any meeting of
shareholders based upon any determination by the chair in his or her sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings of the meeting, and by determining the circumstances in which any person may make a statement or
ask questions at any meeting of shareholders. The chair of the meeting shall announce at the meeting when the polls close for each
matter voted upon. If no announcement is made, the polls shall be deemed to have