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Exhibit 24
[CMS ENERGY LETTERHEAD]
February 26, 1999
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 net aggregate principal amount of debt
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) unsecured senior or subordinated
debt securities, (ii) trust securities of one or more trusts, (iii) debt
securities issued solely in connection with the sale of the trust securities,
and (iv) the Corporation's guarantee of trust securities of one or more trusts.
Very truly yours,
/s/ William T. McCormick, Jr. /s/ Earl D. Holton
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William T. McCormick, Jr. Earl D. Holton
/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/ V. J. Fryling /s/ Whipple
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Victor J. Fryling 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 February 26, 1999.
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Proposed Issue and Sale of Securities
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RESOLVED: That the Board of Directors authorizes the issue
and sale, from time to time, at private placement or public sale, of up
to $300 million net aggregate principal amount of debt 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) 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 (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, Thomas A.
McNish, and Martin R. Walicki (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/or trust
agreement, 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
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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 (each a "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
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
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(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; and
RESOLVED FURTHER: That the resolutions adopted by the
Board of Directors on January 24, 1992 authorizing the issue and sale of
securities, including securities which may be convertible to the
Corporation's Common Stock, remain in full force and effect with $84
million of such securities remaining available for issue and sale under
Registration No. 33-47629 and amendments thereto.
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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 February 26, 1999 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 24th day of March 1999.
( S E A L ) /s/ Thomas A. McNish
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Thomas A. McNish
Vice President and Secretary