DTE Energy 2014 Annual Report Download - page 131

ARTICLE II.
Board of Directors and Committees
Section 1. Number and Time of Holding Office. The business and affairs of the Company shall be managed by or under the
direction of a Board of Directors. The number of directors constituting the entire Board of Directors shall be determined from time to
time by resolution of the Board of Directors; provided that no change in the number of directors shall serve to shorten the term of office
of any incumbent director. Commencing with the 2012 annual meeting of shareholders and for each annual meeting of shareholders
thereafter, directors whose terms are expiring at an annual meeting of shareholders shall be elected for terms of one year; for the
avoidance of doubt, each director whose term of office for which he or she was elected has not expired as of the 2012 annual meeting
of shareholders shall continue to hold office until such time as his or her term has expired. If at any time the holders of any series of the
Company's Preferred Stock are entitled to elect directors pursuant to the Articles of Incorporation of the Company, then the provisions
of such series of Preferred Stock with respect to their rights shall apply and such directors shall be elected in a manner and for terms
expiring consistent with the Articles of Incorporation.
Each director shall serve for the term to which the director was elected, and until a successor shall have been elected and
qualified or until the director’s prior death, resignation, or removal. Except for the Chief Executive Officer of the Company, no person
who has served as an employee of the Company or a subsidiary shall be elected a director after retiring from employment with the
Company or a subsidiary.
Section 2. Vacancies. Any vacancy in the Board of Directors may be filled by a majority vote of the remaining members of
the Board of Directors then in office (even if constituting less than a quorum). Each person elected by the Board of Directors to fill a
director vacancy shall be subject to election by a vote of the shareholders at the next annual shareholder meeting. During the existence
of any vacancy, the remaining directors shall possess and may exercise all the powers of the full Board of Directors, unless otherwise
required by law or these Bylaws.
Section 3. Meetings of the Board.
(a) Annual Meetings. An annual meeting of the Board of Directors shall be held without notice each year as soon as
practicable after the adjournment of the annual meeting of shareholders for the purpose of election of officers and consideration of such
business that may properly be brought before the meeting. If there is less than a quorum at the annual meeting of the Board of
Directors, the meeting shall be adjourned and the matters which might have been taken up at the annual meeting may be taken up at
any later special or annual meeting, or by consent resolution.
(b) Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and at such places as may from
time to time be fixed by the Board of Directors.
(c) Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Presiding
Director, if one has been designated, or, during the absence or incapacity of the Chairman of the Board or any designated Presiding
Director, special meetings may be called by the Executive Committee, if one has been designated, by giving reasonable notice of the
time and place of such meetings or by obtaining waivers of notice either signed or received by electronic transmission, before or after
the meeting, from each absent director. A director’s attendance at or participation in any meeting of the Board of Directors or a
committee waives any required notice to him or her of the meeting unless he or she, at the beginning of the meeting or upon his or her
arrival, objects to