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EXHIBIT 24
July 28, 2000
Mr. Alan M. Wright and
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 $300 million of General Term Notes of the
Corporation (plus an additional 20% for the purpose of covering underwriters'
over-allotments, price adjustments, or sale of additional securities).
Very truly yours,
/s/ William T. McCormick, Jr. /s/ Victor J. Fryling
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William T. McCormick, Jr. Victor J. Fryling
/s/ John Deutch /s/ W. U. Parfet
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John M. Deutch William U. Parfet
/s/ James J. Duderstadt /s/ Percy A. Pierre
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James J. Duderstadt Percy A. Pierre
/s/ K. R. Flaherty /s/ K. Whipple
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Kathleen R. Flaherty Kenneth Whipple
/s/ Earl D. Holton /s/ K. L. Way
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Earl D. Holton Kenneth L. Way
/s/ John B. Yasinsky
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John B. Yasinsky
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Extract from the minutes of a meeting of the Board of Directors of CMS Energy
Corporation (the "Corporation") held on July 28, 2000.
Proposed Issue and Sale of General Term Notes
Management of the Corporation recommended that the Corporation
issue and sell, from time to time, in one or more series, up to $300,000,000
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. 333-60795). The Notes will 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 fully
discussed.
Upon motion duly made and seconded, the following resolutions were
thereupon unanimously adopted:
RESOLVED: That the Board of Directors authorizes the issue and
sale, from time to time, in one or more series, at private placement or
public sale, of not more than $300 million aggregate principal amount of
senior unsecured debt (plus an additional 20% for the purpose of covering
underwriters' over-allotments, price adjustments, or sale of additional
securities) in the form of General Term Notes (the "Notes") under the
Corporation's Indenture dated as of January 15, 1994, as supplemented, with
The Chase Manhattan Bank, as Trustee, each series to be sold for the best
price and on the best terms obtainable in the judgement of 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;
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and empowered in their discretion, on its behalf, to
prepare, execute and file, or cause to be prepared and filed, one or more
Registration Statements with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act") with respect to the issue
and sale of not more than $300,000,000 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 Statement
effective, including the execution and filing of any necessary or
appropriate amendments or supplements, including post-effective amendments;
and
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RESOLVED FURTHER: That the officers of the Corporation, and each
of them, in their discretion, on its behalf, are authorized to take such
action as may be necessary or desirable, including but not limited to, the
execution and delivery on behalf of the Corporation of one or more
supplemental indentures to the Indenture 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, the President, the Chief Financial Officer, or the
Treasurer of the Corporation, or Paul A. Stadnikia, or John J. Murphy, or
James L. Loewen, or Sharon M. Galardi, 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 $300,000,000 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 $300,000,000
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
transactions 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, the President, the Chief Financial
Officer, or the Treasurer of the Corporation, or Paul A. Stadnikia, or John
J. Murphy, or James L. Loewen, or Sharon M. Galardi, 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 survivor's option), and shall be issued in definitive
registered form as a global note
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pursuant to the terms of the Indenture, as determined by any one of the
following persons: the Chairman of the Board, the President, the Chief
Financial Officer, or the Treasurer of the Corporation, or Paul A.
Stadnikia, or John J. Murphy, or James L. Loewen, or Sharon M. Galardi, or
Janet Sanders, as agents for the Corporation; and
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and directed to determine the jurisdictions in which
appropriate action shall be taken to qualify or register for sale all or
such part of the Notes of the Corporation as they may deem advisable; to
perform on behalf of the Corporation any and all such acts they may deem
necessary or advisable in order to comply with the applicable laws of any
such jurisdictions, and in connection therewith, to execute and file all
requisite papers and documents, including but not limited to, applications,
reports, resolutions, consents and appointments of attorneys for service of
process, 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 the execution by such
officers or any them of any such paper or document or the doing by them of
any act in connection with the foregoing matters shall conclusively
establish their authority therefor from 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 $300,000,000 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 July 28, 2000, 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
Corporation this 19th day of September 2000.
/s/ Thomas A. McNish
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(SEAL) Thomas A. McNish
Vice President and Secretary