Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective August 14, 2009, CMS Energy Corporation ("CMS Energy") and Consumers Energy Company ("Consumers") adopted changes to their respective bylaws. CMS Energy'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' bylaws amendment adds the description of the responsibilities of the Presiding Director.

The preceding disclosure is qualified in its entirety by reference to the amendments of CMS Energy's and Consumers' bylaws. Copies of CMS Energy's and Consumers' amended and restated bylaws are attached as exhibits 3.01 and 3.02, respectively and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.01 CMS Energy Corporation Bylaws, amended and restated as of August 14, 2009
3.02 Consumers Energy Company Bylaws, amended and restated as of August 14, 2009

This Form 8-K contains "forward-looking statements" 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 "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" each found in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy Corporation's ("CMS Energy") Form 10-K and Consumers Energy Company's ("Consumers") Form 10-K each for the Year Ended December 31, 2008 and as updated in CMS Energy's Forms 10-Q and Consumers' Forms 10-Q each for the Quarters Ended March 31, 2009 and June 30, 2009. CMS Energy's and Consumers' "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" sections are incorporated herein by reference and discuss important factors that could cause CMS Energy's and Consumers' results to differ materially from those anticipated in such statements.

---

Top of the Form