Bylaws - Detroit Edison Alliance of Retirees

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DEAR

(DTE Energy/MichCon Alliance of Retirees)

By-Laws

Adopted July 10, 2002

Amended on February 25, 2003

Amended on July 10, 2007

Amended on September 20, 2007

Article I. Establishment and Purpose

Section 1: Name.

The name of this non-profit corporation is DEAR.

Section 2: Membership.

Membership is open to retirees of DTE Energy and its subsidiary companies, and retirees of Detroit Edison, MCN (MichCon), and their subsidiary companies, collectively called DTE Energy retirees.

Section 3: Organization.

The Corporation is organized on a non-stock directorship basis.

It is supported by contributions from individuals, firms, corporations and grants.

Section 4: Purpose.

The purpose of DEAR is to preserve and protect the benefits of DTE

Energy retirees and their spouses.

Article II. Board of Directors

Section 1: Membership.

The DEAR Board of Directors shall consist of not less than 7 and no more than 15 directors who are DTE Energy retirees.

Section 2: Appointment of Board Members.

The current Board of Directors may add members to the board, up to the limit set forth in Article II, Section 1 above, by a vote of a majority of all Directors then in office at any properly called official meeting of the

Board.

Section 3: Duties.

The Board of Directors is the governing body of the Corporation and shall have direction and control over the property and affairs of the Corporation.

Section 4: Resignation and Removal.

A Director may resign at any time by delivering written notice thereto to the office of the Corporation. Any Director may be removed at any time with or without cause by a majority vote of the all of the appointed Board members.

Section 5: Annual Meeting.

The Directors shall meet annually during the first quarter of the calendar year for the election of Officers per Article IV Section 1 and for such other business as may come before them. The meeting shall be held at such time and place as shall be established each year by the President or Secretary, upon executed notice. Notice is considered executed whether verbal, electronic or via US Mail.

Section 6: Special Meetings.

A special meeting of the Board may be called at any time and for any purpose by any Officer or upon the request of three Directors.

Section 7: Notice of Meeting.

Notice of any meeting, whether electronic, US mail or verbal should be provided at least five (5) days prior to the meeting.

Section 8: Quorum.

To establish a meeting as official, at least one half of the appointed

Board members then in office shall be present; a majority vote of Board members present at a meeting is necessary for adoption of any item.

Section 9: Attendance by Conference Telephone.

Any or all Directors may attend a meeting of the Board or any committee thereof by means of conference telephone by which all participants may hear one another.

DEAR Bylaws duly amended at the September 20, 2007 Board Meeting

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Section 10: Written Consent in Lieu of Meeting.

The Directors, without a meeting, may take any action with consent thereto in writing, via email or other electronic device by a majority of

Directors then in office . Such consent will be ratified and the next properly called official meeting and filed with the minutes of said meeting.

Article III. Committees

Section 1: Executive Committee.

The Board of Directors may form an Executive

Committee consisting of the Board officers. The President shall be the chairperson of the

Executive

Committee. The Executive Committee, as directed by the Board of Directors, shall have authority to act for the Board in all matters unless prohibited by law. Any Director of the Board shall be entitled to attend any meeting of the Executive Committee.

Section 2: Other Committees.

The President with Board approval may establish such other standing or ad hoc committees as the Board may deem necessary to advise them or to assist them in furthering the interest of the Corporation. The President with Board approval shall appoint the Chair(s) and members of any committee established. Membership on standing committees must be drawn from the Board of Directors; membership on ad hoc committees can be extended beyond the Board with the chair of such committee being from the Board of Directors

Article IV. Officers

Section 1: Officers and Terms of Office.

Each Officer shall be a Director and shall be elected by the Board of Directors at the annual meeting (Article II Section 5) and shall hold office until his/her successor is elected and qualified; or until his/her earlier resignation or removal. The

Officers are a President, Vice President, Secretary, Treasurer, and Assistant Treasurer.

The Board may elect additional Officers from time to time, with such authority and duties as the

Board may provide by resolution. If for any reason, any officer is unable to perform his/her duties as

determined by that person or a majority of the board, then the office shall be considered vacant and the unexpired term shall be filled by majority vote of the board at any properly called official meeting.

Section 2: Resignation and Removal.

Any Officer may resign at any time by written notice to any officer of the Board. Any Officer may be removed at any time with or without cause by a majority vote of all of the appointed Board members then in office .

Section 3: President.

The President shall be the Chief Executive Officer of the

Corporation and shall preside at all meetings of the Board of Directors and the Executive

Committee. He/she shall, with Board approval, establish committees, their chair(s) and members as needed per Article III Section 2. He/she shall report directly to the Board of Directors and have such powers and perform such duties as may be prescribed by the Board of Directors.

Section 4: Vice President.

The Vice President shall assist the President in carrying out his/her corporate duties. In the absence of the President, due to illness or vacation, this person may exercise the powers assigned to the President.

Section 5: Secretary.

The Secretary shall be responsible for keeping minutes of meetings of the Board, Executive Committee, and such other appointed committees. He/she shall ensure that notices are delivered as required. He/she shall have custody of the books and all records of the

Corporation. In the absence of the Secretary, any other board member may function as the secretary for that meeting.

DEAR Bylaws duly amended at the September 20, 2007 Board Meeting

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Section 6: Treasurer.

The Treasurer shall have custody of the funds and other property of the Corporation and shall be responsible for accurate records thereof. He/she shall deposit funds in the name, and to the credit of the Corporation in depositories designated by the Board.

He/she disburses funds of the Corporation at the direction of the Board and shall report to the

Board. If required by the Board, he/she shall obtain Officers and Directors insurance and furnish a bond for faithful performance of his/her duties, He/she shall perform all other acts incident to the office, and such other duties as the Board may describe.

Section 7: Assistant Treasurer.

The Assistant Treasurer shall assist the Treasurer in carrying out his/her assigned duties. The Assistant Treasurer shall also be bonded for faithful

performance. In the absence of the Treasurer, the Assistant Treasurer will perform the

Treasurer’s duties.

Article V. Expenditures

Section 1:

Expenditures shall be approved by the Board of Directors as part of an annual budget. All expenditures outside of the approved annual budget must be approved by the

Board, or if time is an issue, by the Executive Committee (acting as the Board) and presented to the

Board for ratification at the next properly called official meeting.

Article VI. Restrictions on Activities

Section 1: Contributions.

No part of the contributions to the Corporation shall inure to the benefit of, or be distributed to, its Directors, Officers, or other private persons except that the

Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and for expenses incurred on behalf of the Corporation as approved by a majority vote of the Board at a properly called official meeting .

Section 2: Advocacy and Legislation.

DEAR Board members may, on behalf of DEAR, participate in matters related to advocacy and legislation or other activities related to its purpose to the extent permitted by law.

Section 3: Political Campaigns.

DEAR Board members shall not, on behalf of or representing DEAR, participate in, or intervene in any political campaign on behalf of any candidate for public office, or engage in any activities prohibited by law for corporations organized under Chapter 26, Section 501 (c) (5) of the United States Internal Revenue Code or any corresponding provision of any future United States Internal Revenue Law.

Article VII. Indemnification

Section 1: Officer and Director Indemnification

. The Corporation assumes the liability for all acts or omission of a volunteer if all of the following conditions are met:

1. The volunteer was acting or reasonably believed he or she was acting within the scope of his/her authority.

2. The volunteer was acting in good faith.

3. The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct.

4. The volunteer’s conduct was not an intentional tort.

5. The volunteer’s conduct was not a tort arising out of ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed a[s] provided in section 3135 of the

Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of

the Michigan Compiled Laws.

DEAR Bylaws duly amended at the September 20, 2007 Board Meeting

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The Corporation shall indemnify every Officer, Director, any employee or agent of the

Corporation, his/her heirs, executors and administrators, against any and all judgments, fines, amounts paid in the settlement and reasonable expenses, including attorney’s fee, incurred by him/her in connection with any claim, action, suit or proceeding, whether actual or threatened, brought by or in the right of the Corporation or otherwise, civil, criminal, administrative or investigative, including appeals, to which he/she may be or is made a party to by reason of his/her being or having been Officers and/or Agents of the Corporation.

There shall be no indemnification as to amounts paid in settlement or other disposition of any threatened or pending action by or in the right of the Corporation, or otherwise as to matters in respect of which it shall be determined by judgment of [or] otherwise that such Officer,

Employee or Agent derelict in the performance of his/her duties to the Corporation and, in case of any criminal action or proceeding, that he/she had reasonable cause to believe that his/her conduct was lawful.

Amounts paid in indemnification shall include, but shall not be limited to, counsel and other fees and disbursements and judgments, fines or other penalties against, and amounts paid in settlement by such person. The Corporation may advance expenses to, or where appropriate may itself at its expense undertake the defense of, any such person provided that he/she shall have undertaken to repay or to reimburse such expenses if it should ultimately be determined that he/she is not entitled to indemnification under this article .

Article VIII. Miscellaneous

Section 1: Fiscal Year.

The fiscal year for DEAR shall be the same as the calendar year.

Section 2: Expenditures.

All checks, drafts and orders for payment of money shall be signed in the name of the Corporation by the treasurer or such persons as the Board may from time to time authorize.

Section 3: Execution of Instruments.

When the execution of any pledge, contract, conveyance, loan agreement or other instrument has been authorized by the Board of

Directors, the

President, or an agent designated by the President, may execute the instrument in the name of and on behalf of the Corporation.

Section 4: Corporate Seal.

The Board may adopt a seal for the Corporation, as it deems desirable.

Section 5: Audits.

An independent auditor selected by the Board shall review the accounting records and financial statements of the Corporation on a schedule as determined by the

Board and provide a written report to the Board.

Section 6: Conflict of Interest.

The DEAR Board will establish a policy regarding conflict of interest related to Board members’ financial interest in; relationship to; and/or involvement in an issue that is presented to the Board or a Committee for action.

Section 7: Amendment of By-Laws.

These by-laws may be amended by a two thirds

(2/3) vote of the all of the appointed Board members, providing the revisions, accompanied by an appropriate meeting notice, have been given to the board members at least five days in advance of the meeting in which the amendments are to be considered.

Section 8: Dissolution.

Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such a manner as is described in the Articles of Incorporation.

DEAR Corporation

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