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EXHIBIT 24
May 22, 1998
Mr. Alan M. Wright and
Mr. Thomas A. McNish
Consumers Energy Company
212 West Michigan Avenue
Jackson, MI 49201
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 $225 million of debt securities of the Company (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 M. Deutch /s/William 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/Kathleen R. Flaherty /s/Kenneth Whipple
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Kathleen R. Flaherty Kenneth Whipple
/s/Earl D. Holton
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Earl D. Holton 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 May 22, 1998.
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Proposed Issue and Sale of General Term Notes
* * *
RESOLVED: That the Board of Directors approves the issue and
sale, from time to time, in one or more series, of not more than $400
million aggregate principal amount of senior unsecured debt in the form of
General Term Notes (the "Notes") (plus an additional 20% for the purpose
of covering underwriters' over-allotments, price adjustments, or sale of
additional securities) 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 $400 million aggregate
principal amount of the Notes (plus an additional 20% for the purpose of
covering underwriters' over-allotments, price adjustments, or sale of
additional securities), 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 $400 million aggregate principal amount of
the Notes (plus an additional 20% for the purpose of covering
underwriters' over-allotments, price adjustments, or sale of additional
securities), 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 Fifth 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 Fifth 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, the President, the Chief Financial Officer, or the
Treasurer of the Corporation, or Martin R. Walicki, Rahul (Sonny) R. Lulla
or Janet Sanders, as agents for the Corporation, are authorized in their
discretion, to
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execute, issue, deliver and sell from time to time up to $400 million
aggregate principal amount of the Notes (plus an additional 20% for the
purpose of covering underwriters' over-allotments, price adjustments, or
sale of additional securities) 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 $400
million aggregate principal amount of the Notes (plus an additional 20%
for the purpose of covering underwriters' over-allotments, price
adjustments, or sale of additional securities) 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 Martin R.
Walicki, Rahul (Sonny) R. Lulla 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, the President, the Chief Financial Officer, or the Treasurer
of the Corporation, or Martin R. Walicki, Rahul (Sonny) R. Lulla 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
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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 $400 million aggregate principal amount of the
Notes of the Corporation (plus an additional 20% for the purpose of
covering underwriters' over-allotments, price adjustments, or sale of
additional securities).
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I, Joyce H. Norkey, Assistant Secretary of CMS Energy Corporation, do hereby
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 called and held on May 22, 1998, 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 19th day of June, 1998.
/s/Joyce H. Norkey
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Joyce H. Norkey
Assistant Secretary