Exhibit 24
CMS ENERGY
An International Energy Company
May 30, 1997
Mr. Alan M. Wright
Mr. Thomas A. McNish
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126
We hereby appoint each of you lawful attorney for each of us and in each
of our names to sign and cause to be filed with the Securities and
Exchange Commission registration statement(s) and/or any amendment(s)
thereto, including post-effective amendment or amendments, to be
accompanied in each case by a prospectus or supplemental prospectus and
any necessary exhibits with respect to the issue and sale of up to $200
million of the Corporation's General Term Notes.
Yours very truly,
/s/ William T. McCormick, Jr. /s/ Michael G. Morris
______________________________ __________________________
William T. McCormick, Jr. Michael G. Morris
/s/ John Deutch /s/ W.U. Parfet
______________________________ __________________________
John M. Deutch William U. Parfet
/s/ James J. Duderstadt /s/ Percy Pierre
______________________________ __________________________
James J. Duderstadt Percy A. Pierre
/s/ K.R. Flaherty /s/ K. Whipple
______________________________ __________________________
Kathleen R. Flaherty Kenneth Whipple
/s/ Victor J. Fryling /s/ John B. Yasinsky
______________________________ __________________________
Victor J. Fryling John B. Yasinsky
/s/ Earl D. Holton
______________________________
Earl D. Holton
Extract from minutes of a meeting of the Board of Directors of CMS Energy
Corporation (the "Corporation") held on May 27, 1997.
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Proposed Issue and Sale of General Term Notes
The officers of the Corporation recommended that the Corporation
issue and sell up to $200,000,000 aggregate principal amount of senior
unsecured debt in the form of General Term Notes (in addition to the
amount of General Term Notes remaining under Registration Statement No.
333-16793) to be distributed pursuant to the terms of a distribution
agreement at the prices and on the terms deemed desirable in the interest
of the Corporation as determined by the Chairman of the Board, a Vice
Chairman, the President or the Chief Financial Officer of the Corporation,
or certain persons designated as agents for the Corporation. The proceeds
will be used for general corporate purposes. The matter was discussed
fully.
Upon motion duly made and seconded, the following resolutions were
thereupon unanimously adopted:
RESOLVED: That the Board of Directors approves the issue
and sale of not more than $200,000,000 aggregate principal
amount of senior unsecured debt in the form of General
Term Notes (the "Notes") and the officers of the
Corporation, and each of them, are authorized in their
discretion, on its behalf, to execute and file with the
Securities and Exchange Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Act") with respect to the issue and sale of
not more than $200,000,000 aggregate principal amount of
the Notes, in such form as may be approved by the officers
executing the same, and to do all other things necessary
to make such registration effective, including the
execution and filing of any necessary or appropriate
amendments or supplements thereto; and
RESOLVED FURTHER: That the officers of the Corporation,
and each of them, are authorized in their discretion, on
its behalf, to take all actions necessary or advisable to
consummate the negotiation, registration, and sale of up
to $200,000,000 aggregate principal amount of the Notes,
which Notes shall be issued pursuant to an Indenture dated
as of January 15, 1994 entered into between the
Corporation and The Chase Manhattan Bank, as Trustee, to
be supplemented by a Fourth Supplemental Indenture (such
indenture as so supplemented, the "Indenture"); and
RESOLVED FURTHER: That the officers of the Corporation,
and each of them, are authorized to execute and deliver
the Fourth Supplemental Indenture, to be entered into
between the Corporation and The Chase Manhattan Bank, as
Trustee, on behalf of the Corporation in such form as may
be approved by the officers executing the same and as
counsel may advise; and
RESOLVED FURTHER: That any one of the following persons:
the Chairman of the Board, a Vice Chairman, the President
or Chief Financial Officer, or Doris F. Galvin, Martin R.
Walicki, or Janet Sanders, as agents for the Corporation,
are authorized in their discretion, to execute, issue,
deliver and sell from time to time up to $200,000,000
aggregate principal amount of the Notes pursuant to and in
accordance with the Indenture and a distribution agreement
hereinafter described and authorized, but subject to the
effectiveness of the Registration Statement under the Act;
and
RESOLVED FURTHER: That the officers of the Corporation,
and each of them, are authorized in their discretion, to
execute and deliver, on its behalf, a distribution
agreement relating to the sale of up to $200,000,000
aggregate principal amount of the Notes in such form as
may be approved by the officers executing the same and as
counsel may advise, and such officers are authorized to
perform all acts and things necessary to effect the
transaction contemplated by said distribution agreement;
and
RESOLVED FURTHER: That each Note issued by the
Corporation shall be sold at a price equal to 100% of the
principal amount thereof and have such terms (including,
without limitation, interest rate, maturity date,
redemption provisions (if any) and other terms permitted
or contemplated by the Indenture) as shall be set forth in
a certificate delivered to the Trustee pursuant to the
terms of the Indenture, and any one of the following
persons: the Chairman of the Board, a Vice Chairman, the
President or Chief Financial Officer, or Doris F. Galvin,
Martin R. Walicki, or Janet Sanders, as agents of the
Corporation, are empowered to approve and authorize such
terms and to execute and deliver such certificate setting
forth the same; and
RESOLVED FURTHER: That each Note issued by the
Corporation shall bear interest at such rate, pay interest
and principal on such dates, and have such other terms and
provisions (including, but not limited to, redemption
terms or a survivors's option), and shall be issued in
definitive registered form as a global note pursuant to
the terms of the Indenture, as determined by any one of
the following persons: the Chairman of the Board, a Vice
Chairman, the President or Chief Financial Officer of the
Corporation, or Doris F. Galvin, Martin R. Walicki or
Janet Sanders, as agents for the Corporation; and
RESOLVED FURTHER: That the officers of the Corporation,
and each of them, are authorized to take any and all
action that any of such officers may deem necessary or
advisable in order to effect the registration or
qualification, or to request an exemption from such
registration or qualification, of part or all of the Notes
for offer and sale under the securities or Blue Sky laws
of any of the States of the United States of America or
other jurisdiction, and, in connection therewith, to
execute, acknowledge, verify, deliver, file and publish
all such applications, reports, resolutions, consents and
other papers and instruments as may be required under such
laws, and to take any and all further action that any such
officer may deem necessary or advisable in order to
maintain any such registration or qualification, or
exemption therefrom, for as long as such officers may deem
to be in the best interests of the Corporation; and
RESOLVED FURTHER: That the officers of the Corporation,
and each of them, are authorized and empowered to sign,
seal and deliver such papers and documents, and to do or
cause to be done all acts and things which any of them may
consider necessary or advisable to carry out the intent
and purposes of all the foregoing resolutions with respect
to the issue and sale of up to $200,000,000 aggregate
principal amount of the Notes of the Corporation.
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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
resolutions duly and regularly adopted at a meeting of the Board of
Directors of CMS Energy Corporation duly held on May 27, 1997, at which a
quorum was in attendance and voting throughout, and that said resolutions
have not since been rescinded but are still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this 30th day of July 1997.
(SEAL) /s/Thomas A. McNish
____________________________
Thomas A. McNish
Vice President and Secretary