DTE Energy 2014 Annual Report Download - page 132

the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
(d) A director may participate in a meeting by means of remote communications where all persons participating in the
meeting can communicate with each other. Such participation shall constitute attendance at any meeting.
(e) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.
Section 4. Quorum. A majority of the directors in office at the time of a meeting of the Board of Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority
of the directors present may adjourn the meeting without notice other than announcement at the meeting of the new meeting time and
place, until a quorum has been obtained. The acts of a majority of the directors present at any meeting at which there is a quorum shall
be the acts of the Board of Directors, unless otherwise provided by law, by the Articles of Incorporation or by these Bylaws.
Section 5. Chairman of the Board. From its members, the Board of Directors shall annually elect a Chairman of the Board.
The Chairman of the Board may simultaneously serve as the Chief Executive Officer. Subject to Article I Section 9 and Article II
Section 6, the Chairman of the Board shall preside at meetings of the Board of Directors and meetings of shareholders at which the
Chairman of the Board is present.
Section 6. Presiding Director. If the Chairman of the Board is not an independent director, the Board of Directors may elect
a Presiding Director from among its members other than the Chairman of the Board. The Presiding Director shall have such authority
and powers as the Board of Directors may from time to time prescribe.
Section 7. Committees.
(a) Executive Committee. The Board of Directors may, by resolution passed by a majority of the Board of Directors,
designate an Executive Committee to consist of the Chairman of the Board, the Presiding Director, if one has been designated, and one
or more of the other directors, and alternates, and shall designate the chair of the Executive Committee. Meetings of the Executive
Committee may be called by the Chairman of the Board, or, in the event of the incapacity or absence of the Chairman of the Board, the
Presiding Director, if one has been designated, or, in the incapacity or absence of the Chairman of the Board and of any designated
Presiding Director, meetings may be called by one or more members of the Executive Committee by giving reasonable notice of the
time and place of such meetings. The Executive Committee shall have and may exercise, when the Board of Directors is not in session,
all of the powers of the Board of Directors in the management of the business and affairs of the Company, and shall have the power to
authorize the seal of the Company to be affixed to all papers which may require it. The Executive Committee may make rules for the
conduct of its business and may appoint such subcommittees and assistants, as it shall from time to time deem necessary. All action
taken by the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding such action. The
Corporate Secretary or an Assistant Corporate Secretary shall attend and act as the secretary of all meetings of the Executive
Committee and keep the minutes thereof.