Exhibit 24-b
GREEN MOUNTAIN POWER CORPORATION
TRANSCRIPT OF RECORDS
BOARD OF DIRECTORS MEETING
DECEMBER 6, 1999
The members discussed the need to add additional shares of the
Corporation's authorized and unissued common stock to the Employee Savings and
Investment Plan and Trust (401(k) Plan). Following discussion, upon motion duly
made and seconded, it was unanimously
RESOLVED that the proper officers of the Corporation be, and each of them
hereby is, authorized and directed to execute and file registration
statement S-8, with the Securities and Exchange Commission for the
sale of not more than 200,000 additional shares of the Corporation's
authorized and unissued common stock par value of $3.33 1/3 per share,
under the Employee Savings and Investment Plan and Trust (401(k)
Plan); and that the president or any vice-president of this
Corporation be, and each of them hereby is, authorized and empowered
to execute (each with the power to act with the others, acting as
attorney- or attorneys-in-fact for this Corporation) and file with
said Securities and Exchange Commission in the name and on behalf of
this Corporation said registration statements and any and all
amendments thereto including post-effective amendments which the
president or any vice-president shall deem necessary or advisable,
such approval to be evidenced conclusively by such execution and
filing; and that, upon the execution thereof, by the officers of this
Corporation, whose signatures thereto are required by law and by
majority of the directors of this Corporation, in person or by duly
authorized attorney or attorneys, the proper officers of this
Corporation be, and they hereby are, authorized to cause such
registration statements and amendment or amendments, including
post-effective amendments, together with accompanying exhibits and any
supplemental information relating to this Corporation, to be filed
with the Commission and to execute and file all such instruments, make
all such payments and do all such other acts and things that, in their
opinion, or in the opinion of any of them, may be necessary or
desirable and proper in order to effect such filings or as may be
required under the Securities Act of 1933 and the rules, regulations
and requirements of the Securities and Exchange Commission thereunder;
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RESOLVED that Jeffrey P. Trout, Esq., be, designated, constituted and
appointed as agent of this Corporation authorized to receive on behalf
of this Corporation service of all notices, orders, communications and
other documents which may be issued by the Securities and Exchange
Commission in connection with the aforesaid registration statements,
and that there be, and hereby are, conferred upon said Jeffrey P.
Trout Esq. all of the powers which, under any rules and regulations of
said Commission, may be conferred upon persons so designated;
RESOLVED that the action to be taken by the officers of this Corporation to
execute and file with the New York Stock Exchange on behalf of this
Corporation supplemental listing applications in respect of such
200,000 additional shares of the common stock of this Corporation, and
any other or supplemental documents for the purpose of effecting the
listing of said additional shares of common stock on said Exchange be,
and hereby is, authorized; and that the chairman of the board, the
president or any vice-president of this Corporation be, and hereby
are, authorized, empowered and directed, acting for and in the name
and on behalf of this Corporation, to make any and all changes in such
listing applications and supplemental documents, to make such
payments, to execute and file such other documents, and to take such
other and further steps, as may be necessary or desirable in order to
effect the listing of such additional shares of the common stock of
this Corporation on said Exchange and to appear before said Exchange
on behalf of this Corporation, if so requested;
RESOLVED that, subject to the effectiveness of the aforesaid registration
statements on Form S-8, there shall be reserved up to 200,000 shares
of the authorized and unissued shares of the common stock of this
Corporation. From such shares so reserved, there shall be issued and
sold, from time to time, and upon payment to this Corporation of the
purchase price thereof, as fixed by the terms of said Employee Savings
and Investment Plan and Trust (401(k) Plan), up to 200,000 additional
shares of this Corporation's authorized and unissued common stock, and
upon receipt of said purchase price, said shares shall be validly
issued, fully paid and non-assessable shares of the common stock of
this Corporation;
RESOLVED that the officers of this Corporation are hereby authorized to
execute and file with the Vermont Public Service Board under 30 V.S.A.
108 an application for approval to issue and sell up to200,000
additional shares of common stock of this Corporation;
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RESOLVED that the authority of ChaseMellon Shareholder Services, as transfer
agent and registrar for the common stock of this Corporation
and as agent for the participating shareholders under said Employee
Savings and Investment Plan and Trust (401(k) Plan), heretofore
granted by resolutions previously adopted by the board, be and hereby
is extended to be up to 200,000 additional shares of common stock of
this Corporation issuable under the Employee Savings and Investment
Plan and Trust (401(k) Plan);
RESOLVED that upon written instructions of the chairman of the board or the
president or any vice-president or the secretary of this Corporation,
ChaseMellon Shareholder Services, transfer agent and registrar for the
common stock of this Corporation upon the authority granted by votes
heretofore adopted by this board of directors be and hereby is
authorized, empowered and directed to countersign for original issue,
to register and to deliver certificates representing up to 200,000
shares of common stock of this Corporation in such names and for such
number of shares as may be specified in such written instructions;
RESOLVED that the officers of the Corporation be, and each of them hereby
is, authorized to take all such action, make all such payments and
execute, acknowledge, verify, deliver, file and/or publish in the name
and on behalf of the Corporation and if required, under its corporate
seal, attested by its secretary, any and all such applications,
documents, reports, statements, issuer's covenants, votes,
resolutions, consents to service of process, powers of attorney,
appointments, designations, waivers of hearing and such other papers
and instruments as may be required or deemed necessary or desirable in
order to register, qualify or exempt, or to have registered, qualified
or exempted, or to permit the sale by underwriters, brokers or dealers
of up to 200,000 additional shares of common stock of the Corporation,
or to register the Corporation as a dealer or broker or to exempt the
Corporation from such registration, under the so-called Blue Sky Laws
of the various states in which it may be necessary or advisable to
have such securities registered, qualified or exempted for sale or the
Corporation registered as a broker or dealer or exempted from such
registration, and to take any and all such other or further action as
such officers or any of them may deem necessary or appropriate in
connection with any of the foregoing or in order to maintain such
registration, qualification or exemption of the said 200,000
additional shares of common stock for as long as such officers or any
of them deem it to be in the best interest of the Corporation;
<PAGE>
RESOLVED that the proper officers of this Corporation be, and they hereby
are, authorized to take any and all necessary or advisable action with
respect to the foregoing resolutions, including the execution and
filing of any amendment or amendments, including post-effective
amendments, to the registration statements, and all other action
necessary or advisable before the Securities and Exchange Commission;
and
RESOLVED that the chairman of the board, the president or any vice-
president or any other proper officer of this Corporation be, and
each of them hereby is, authorized and empowered, acting for, in the
name on behalf of this Corporation, to make, execute, acknowledge,
verify, issue and deliver all such applications, agreements,
documents, instruments and certifications with the corporate seal of
the Corporation affixed thereto and attested by the secretary or
assistant secretary of the Corporation or unattested or without such
seal and to do or cause to be done all such acts and things, and to
take all such steps, and to make all such payments and remittances as
may in each case, be, in the opinion of the officer taking such action
(such opinion to be conclusively evidenced by the taking of such
action by such officer), necessary or desirable in order to carry out
the fullest intent and purposes of the foregoing resolutions.
I, the undersigned, hereby certify that I am corporate secretary of Green
Mountain Power Corporation, a Vermont corporation; and that the foregoing is a
true copy of certain resolutions duly adopted by the Board of Directors of said
corporation.
I further certify that said vote has not been amended or revoked and that
the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the
corporate seal of said corporation on this 21st day of June 2000.
/s/ Nancy Rowden Brock
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Nancy Rowden Brock
Corporate Secretary
Green Mountain Power Corporation
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EXHIBIT 24-C
GREEN MOUNTAIN POWER CORPORATION
TRANSCRIPT OF RECORDS
RETIREMENT BOARD MEETING
NOVEMBER 30, 1999
During the November 30, 1999 meeting of the retirement board, members
discussed the need to add 200,000 additional shares for the Corporation's
Employee Savings and Investment Plan and Trust (401(k)Plan). Following
discussion, upon motion duly made and seconded, it was unanimously
RESOLVED that the Board authorizes the appointment of the president and /or
any vice president, of the Corporation to act as true and lawful
attorney-in-fact for the execution of all documents and acts as
required to secure the issuance of 200,000 additional shares of common
stock pursuant to the Corporation's Employee Savings and Investment
Plan and Trust (401(k)Plan).
I further certify that said vote has not been amended or revoked and that
the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the
corporate seal of said corporation on this 21 day of June 2000.
/s/ Nancy Rowden Brock
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Nancy Rowden Brock
Retirement Board Chair
Green Mountain Power Corporation
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