February 23, 1996 Exhibit (24)(b)
Mr. Alan M. Wright and
Mr. Thomas A. McNish
212 West Michigan Avenue
Jackson, MI 49201
Consumers Power Company 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. Yasinsky
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Lois A. Lund John B. Yasinsky
Extract from the minutes of a meeting of the Board of Directors of
Consumers Power Company (the "Company") 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 Company 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 Company 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 Company, 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 Company, 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 Consumers Power
Company, 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 Consumers Power Company 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 Company is 14th day of March, 1996.
/s/Thomas A. McNish
Thomas A. McNish
Vice President and Secretary
(SEAL)