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EXHIBIT (24)
[CMS ENERGY LETTERHEAD]
October 24, 1997
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 amendments 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 $400 million of debt securities of the Corporation,
including but not limited to unsecured senior or subordinated debt securities
(plus an additional 20% for the purpose of covering underwriters'
over-allotments, price adjustments, or sale of additional securities).
Very truly yours,
/s/ Earl D. Holton
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William T. McCormick, Jr. Earl D. Holton
/s/ John M. Deutch /s/ W. U. Parfet
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John M. Deutch William U. Parfet
/s/ James J. Duderstadt
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James J. Duderstadt Percy A. Pierre
/s/ K Whipple
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Kathleen R. Flaherty Kenneth Whipple
/s/ Victor J. Fryling /s/ John B. Yasinsky
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Victor J. Fryling John B. Yasinsky
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EXHIBIT (24)
Extract from the minutes of a meeting of the Board of Directors of CMS Energy
Corporation (the "Corporation") held on October 24, 1997.
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Proposed Issue and Sale of 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 $400 million net aggregate principal amount of (i) debt
securities including but not limited to unsecured senior or subordinated debt
securities, (ii) trust securities ("Trust Securities") of one or more trusts
(the "Trust"), (iii) debt securities issued solely in connection with the sale
of the Trust Securities, and (iv) the Corporation's guarantee of Trust
Securities of the Trust (plus an additional 20% for the purpose of covering
underwriters' over-allotments, price adjustments, or sale of additional
securities). One or more Trusts would 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 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, at private placement or public sale, of up to
$400 million net aggregate principal amount of the Corporation's (i) debt
securities, including but not limited to unsecured senior or subordinated
debt securities, (ii) Trust Securities of the Trust, (iii) debt securities
issued solely in connection with the sale of the Trust Securities and (iv)
the Corporation's guarantee of Trust Securities of the Trust (plus an
additional 20% for the purpose of covering underwriters' over-allotments,
price adjustments, or sale of additional securities) (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 Victor J. Fryling with William T.
McCormick, Jr., 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 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
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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 empowered 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 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, 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
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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 an 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 October 24, 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
Corporation this 20th day of November 1997.
/s/ Thomas A. McNish
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Thomas A. McNish
Vice President and Secretary