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Exhibit 24
December 1, 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 $2 billion net aggregate principal amount of any
debt, equity, trust or convertible securities of the Corporation (plus an
additional 20% for the purpose of covering underwriters' over-allotments, price
adjustments, or sale of additional securities which includes allowance for
conversions from convertible 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
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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. L. Way
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Kathleen R. Flaherty Kenneth L. Way
/s/ Earl D. Holton /s/ K. Whipple
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Earl D. Holton Kenneth Whipple
/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 December 1, 2000.
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Proposed Issue and Sale
of Debt, Equity, Trust or Convertible Securities
To have funds available for general corporate purposes, it was
recommended that the Corporation offer, from time to time, at private placement
or public sale, up to $2 billion net aggregate principal amount of debt, equity,
trust or convertible securities of the Corporation (plus an additional 20% for
the purpose of covering underwriters' over-allotments, price adjustments, or
sale of additional securities which includes allowance for conversions from
convertible securities), including but not limited to (i) common stock, purchase
contracts for common stock or stock purchase units, (ii) preferred stock, (iii)
unsecured senior or subordinated debt securities, (iv) trust securities ("Trust
Securities") of one or more trusts (the Trust"), (v) debt securities issued
solely in connection with the sale of the Trust Securities, and (vi) the
Corporation's guarantee of Trust Securities of the Trust. One or more Trusts may
be formed by the Company. The trust may offer Trust Securities representing
interests in the Trust or Trust assets. Any of the foregoing securities issued
in a private placement may be offered with registration rights. Management
further recommended the appointment of a Special Committee of the Board of
Directors to take any and all action to facilitate the proposed offering(s) and
to assure that the securities are sold for the best price and on the best terms
obtainable in the judgment of a Special Committee of the Board of Directors
appointed for such 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 authorizes the issue and
sale, from time to time, at private placement or public sale, of up to $2
billion net aggregate principal amount of any debt, equity, trust or
convertible securities of the Corporation (plus an additional 20% for the
purpose of covering underwriters' over-allotments, price adjustments, or
sale of additional securities), including but not limited to (i) common
stock, purchase contracts for common stock or stock purchase units, (ii)
preferred stock, (iii) unsecured senior or subordinated debt securities,
(iv) Trust Securities of the Trust, (v) debt securities issued solely in
connection with the sale of the Trust Securities and (vi) the Corporation's
guarantee of Trust Securities of the Trust (collectively, the "Securities")
as discussed at the meeting, each to be sold for the best price and on the
best terms obtainable in the judgment of a Special Committee of the Board of
Directors appointed for such purposes; and
RESOLVED FURTHER: That William T. McCormick, Jr., with Ken
Whipple, as alternate, is appointed to a Special Committee of this Board of
Directors, which shall have the full authority to act on behalf of the Board
for the purposes stated in the foregoing resolution with respect to (a)
determining the offering price, any underwriting discounts and the proceeds
to the Corporation of the proposed issue and sale of the Securities and (b)
authorizing the
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officers to take such further actions as they may deem advisable to carry
out the issue and sale of such Securities; and
RESOLVED FURTHER: That Messrs. Alan M. Wright and Thomas A. McNish
(or successors, appointed in writing, by the Chairman of the Board, Vice
Chairman of the Board or the President of the Corporation, and filed in the
Corporate Secretary's office) are appointed to serve, at the Corporation's
request, and are authorized and empowered, for and on behalf of the
Corporation, to act as the Corporation's trustees in accordance with the
trust agreement, and any amendments thereto, of the Trust; and
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and empowered, for and on behalf of the Corporation,
to establish one or more trusts, for the purpose of issuing and selling
Trust Securities; and
RESOLVED FURTHER: That the above-designated Corporation trustees,
and each of them, are authorized and empowered, to execute and deliver all
documents, papers, applications, agreements and instruments, including but
not limited to, a declaration of trust, and any amendments thereto, and to
do all acts and things they deem necessary or appropriate and as counsel may
advise to carry out the intent and purpose of the foregoing resolutions; and
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and empowered to prepare, execute, and file, or
cause to be prepared and filed, one or more Registration Statement with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, ("Registration Statement") together with all documents required as
exhibits to such Registration Statement, with respect to the issue and sale
of the Securities, such registration to be 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, including post-effective amendments;
and
RESOLVED FURTHER: That any Securities issued in a private
placement may be offered with registration rights permitting the Corporation
to (i) file a Registration Statement, for the resale of such Securities, or
(ii) exchange, in a registered exchange offer pursuant to a Registration
Statement, such Securities for substantially similar securities; and
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and directed to appoint an institutional trustee,
and any agent or trustees necessary or appropriate in connection with the
issuance and sale of the Securities; 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 Securities of the Corporation as they may deem advisable;
to perform on behalf of the Corporation any and all such acts as they may
deem advisable; to perform on behalf of the Corporation any and all such
acts as 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
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limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by such
officers or any of 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 cause the Corporation to make
application to the New York Stock Exchange, or on such other exchange as the
officers may decide, for the listing on such Exchange, upon notice of
issuance of the Securities, and to represent the Corporation in connection
with any application or applications for listing and to appear on behalf of
the Corporation before such official or body of said Exchange as may be
appropriate, with authority to make such changes, upon the advice of
counsel, in said application(s) or in any agreements or other papers
relating thereto as may be necessary or appropriate to conform with the
requirements for listing; and
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and empowered to execute and deliver on behalf of
the Corporation (i) an indenture or indentures, including one or more
supplements to any indenture, in the form approved or authorized by the
Special Committee under the corporate seal to be thereto affixed and
attested, with the trustee or trustees appointed, such indenture or
indentures, supplement or supplements and (ii) Corporation guarantee or
guarantees relating to the Trust Securities, each to be in such form and
content and bear such date as may be approved by the officer of the
Corporation executing the same, such approval to be conclusively evidenced
by the execution of said indenture or indentures, or supplement or
supplements, guarantee or guarantees; and
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and empowered to execute one or more underwriting
agreements, purchase agreements, or any other type of agreements between the
Corporation and the underwriter or representatives of the underwriters (or
any agents) or any other purchaser appointed or named in such agreement or
agreements, as they may deem appropriate for the proposed sale of the
Securities; and
RESOLVED FURTHER: That the officers of the Corporation, and each
of them, are authorized and empowered to do and to perform, or cause to be
done and performed, all such acts, deeds, and things and to make, execute,
and deliver, or cause to be made, executed, and delivered, all such
agreements, undertakings, documents, instruments, or certificates in the
name and on the behalf of the Corporation or otherwise as each such officer
may deem necessary or appropriate to effectuate or carry out fully the
purpose and intent of the foregoing resolutions, including the performance
of the obligations of the Corporation under purchase agreements,
underwriting agreements and sales agreements, indentures, registration
rights agreements, or other similar agreements, certificates or
declarations, the Securities, any Registration Statement or any other
agreements related to the issuance and sale of the Securities.
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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 December 1, 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 4th day of December 2000.
(S E A L)
/s/ Thomas A. McNish
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Thomas A. McNish
Vice President and Secretary