February 23, 1996 Exhibit (24)(a)
Mr. Alan M. Wright and
Mr. Thomas A. McNish
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126
CMS Energy Corporation is required to file an Annual Report on Form 10-K
for the year ended December 31, 1995 with the Securities and Exchange
Commission within 90 days after the end of the year.
We hereby make, constitute and appoint each of you our true and lawful
attorney for each of us and in each of our names, places and steads to
sign and cause to be filed with the Securities and Exchange Commission
said Annual Report with any necessary exhibits, and any amendments thereto
that may be required.
Very truly yours,
/s/William T. McCormick, Jr. /s/Frank H. Merlotti
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William T. McCormick, Jr. Frank H. Merlotti
/s/James J. Duderstadt /s/Michael G. Morris
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James J. Duderstadt Michael G. Morris
/s/K. R. Flaherty /s/W. U. Parfet
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Kathleen R. Flaherty William U. Parfet
/s/Victor J. Fryling /s/Percy A. Pierre
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Victor J. Fryling Percy A. Pierre
/s/Earl D. Holton /s/K. Whipple
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Earl D. Holton Kenneth Whipple
/s/Lois A. Lund /s/John B. Yaskinsky
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Lois A. Lund John B. Yasinsky
Extract from the minutes of a meeting of the Board of Directors of CMS
Energy Corporation (the "Corporation") held on February 23, 1996.
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SEC Form 10-K Filing
Draft copies of the Form 10-K for 1995 were given to the
Directors and officers of the Corporation for review and comments.
Pursuant to regulations of the Securities and Exchange Commission, the
Annual Report on Form 10-K must contain the signatures of the principal
executive officer, the principal financial officer and the Controller or
the principal accounting officer. Each officer of the Corporation were
asked to review the Form 10-K and acknowledge approval of the contents as
applied to his/her area of responsibility.
Upon motion duly made and seconded, the following resolution was
thereupon unanimously adopted:
RESOLVED: That the officers of the Corporation, and each of
them, are authorized to execute the Annual Report on Form 10-K
for the year ended December 31, 1995, for and on behalf of the
Corporation, and any amendments thereto, and to file or cause to
be filed such Annual Report, and any amendments thereto, with the
Securities and Exchange Commission and The New York Stock
Exchange, including any exhibits or other documents that may be
required, with any changes thereto as they may deem appropriate
and as counsel may advise.
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I, Thomas A. McNish, Vice President and Secretary of CMS Energy
Corporation, CERTIFY that the foregoing is a true and correct copy of a
resolution duly and regularly adopted at a meeting of the Board of
Directors of CMS Energy Corporation duly called and held on February 23,
1996 at which a quorum was in attendance and voting throughout and that
said resolution has not since been rescinded but is still in full force
and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Corporation is 14th day of March, 1996.
/s/Thomas A. McNish
Thomas A. McNish
Vice President and Secretary
(SEAL)