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[CMS ENERGY LOGO] EXHIBIT 24
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December 4, 1998
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 $1.5 billion net aggregate principal amount of
equity, trust or convertible securities, or a combination thereof, of the
Corporation (plus an additional 20% for the purpose of covering underwriters'
over-allotments, price adjustments, or sale of additional securities).
/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.L. Way
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Kathleen R. Flaherty Kenneth L. Way
/s/ Earl D. Holton /s/ 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 4, 1998.
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Proposed Issue and Sale of Equity, Trust
or Convertible Securities
At a meeting of the Board of Directors held on October 23, 1998,
a resolution was adopted amending previous resolutions of the Board of Directors
adopted at meetings held on October 24, 1997 and January 24, 1998, respectively.
Such resolution on October 23, 1998 authorized the issue and sale of up to an
aggregate principal amount of $900 million of equity, trust or convertible
securities (plus an additional 20% for the purpose of covering underwriters'
over-allotments, price adjustments, or sale of additional securities) plus an
additional $400 million net aggregate principal amount of common stock of the
Corporation to cover possible conversions from convertible securities.
Management of the Corporation recommended that the resolution adopted on October
23, 1998 be rescinded and new resolutions be adopted to authorize the issue and
sale of $1.5 billion aggregate principal amount of any 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. The matter was discussed fully.
Upon motion duly made and seconded, the following resolution was
thereupon unanimously adopted:
RESOLVED: That resolution adopted at a meeting of the Board
of Directors held on October 23, 1998 with respect to the proposed issue
and sale of an aggregate principal amount of $900 million of equity, trust
or convertible securities of the Corporation plus an additional $400
million aggregate principal amount of common stock of the Corporation to
cover possible conversions from convertible securities, is rescinded.
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
$1.5 billion aggregate principal amount (plus an additional 20% for the
purpose of covering underwriters' over-allotments, price adjustments, or
sale of additional securities) of any equity, trust or convertible
securities of the Corporation, 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,
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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 aggregate
principal amount of $1.5 billion (plus over-allotments, price adjustments,
or sale of additional securities) of any equity, trust or convertible
securities of the Corporation, 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 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 Statements on
Form S-3 with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, together with all documents required as exhibits
to such Registration Statements, with respect to the issue and sale of $1.5
billion aggregate principal amount (plus an additional 20% for
underwriters' over-allotments, price adjustments, or sale of additional
securities) of any equity, trust or convertible securities of the
Corporation, such registrations 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 registrations effective, including the execution and filing of
any necessary or appropriate amendments, including post-effective
amendments; 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 $1.5 billion aggregate principal amount of any equity, trust
or convertible securities of the Corporation (plus over-allotments, price
adjustments, or sale of additional 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 applications or in any agreements or
other papers relating thereto as may be necessary or appropriate to conform
with the requirements for listing; and
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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, any Registration
Statement or any other agreements related to the issuance and sale of the
Corporation's securities.
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 Michigan special purpose limited
partnerships of which the Corporation would be the general partner, for the
purpose of issuing and selling Partnership Preferred Securities, and to
establish one or more Delaware statutory business trusts of which the
Corporation would be the sponsor, for the purpose of issuing and selling
Trust Preferred Securities; and
RESOLVED FURTHER: That Messrs. Alan M. Wright and Thomas A.
McNish (or successors(s) appointed, in writing, by the 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 Trustees in accordance with the declaration of trust, and any
amendments thereto, of the trust; and
RESOLVED FURTHER: That the officers of the Corporation, and
each of them, are authorized and empowered to appoint an institutional
trustee, purchase contract agent, 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 empowered to execute and deliver on behalf
of the Corporation 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 by the Secretary, with the trustee or trustees appointed, such
indenture or indentures, supplement or supplements to be in such form and
content and bear such date as may be approved by the officer of the
Corporation executing the same,
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such approval to be conclusively evidenced by the execution of said
indenture or indentures, or supplement or supplements.
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