EXHIBIT 24-A
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned in her capacity as an
officer of said Company, does hereby appoint Jeffrey P. Trout, Esq. her true and
lawful attorney to execute in her name, place and stead, in his capacity as
Senior Attorney of said Company, this Registration Statement and any and all
amendments and post-effective amendments thereto and all instruments necessary
or incidental in connection herewith, and to file the same with the Securities
and Exchange Commission. Said attorney shall have power to act hereunder, and
shall have full power of substitution and resubstitution. Said attorney shall
have full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary, in any and all capacities, as fully and to all intents and purposes
as the undersigned might or could do in person, and the undersigned hereby
ratifies and approves of the act of said attorney.
<PAGE>
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 Dividend Reinvestment
and Stock Purchase 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-3, with the Securities and Exchange Commission for the sale of not more than
300,000 additional shares of the Corporation's authorized and unissued common
stock par value of $3.33 1/3 per share, under the Dividend Reinvestment and
Stock Purchase 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;
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 300,000 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-3, there shall be reserved up to 300,000 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 Dividend Reinvestment and Stock Purchase Plan, up to 300,000
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 to 300,000 additional shares of
common stock of this Corporation;
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 Dividend Reinvestment and Stock
Purchase Plan, heretofore granted by resolutions previously adopted by the
board, be and hereby is extended to be up to 300,000 additional shares of common
stock of this Corporation issuable under the Dividend Reinvestment and Stock
Purchase 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 300,000 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
300,000 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 300,000 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;
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 6th day of June 2000.
[SEAL] /s/ Nancy Rowden Brock
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Nancy Rowden Brock
Corporate Secretary
Green Mountain Power Corporation
Very truly yours,
<PAGE>
_____________ Jeffrey P. Trout
Senior Attorney
Green Mountain Power Corporation
Very truly yours,
<PAGE>
EXHIBIT 24-D
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 300,000 additional shares for the Corporation's
Dividend Reinvestment and Stock Purchase 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 300,000 additional shares of common stock pursuant to the
Corporation's Dividend Reinvestment and Stock Purchase 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 6th day of June 2000.
/s/ Nancy Rowden Brock
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Nancy Rowden Brock
Retirement Board Chair
Green Mountain Power Corporation
____________________________
Jeffrey P. Trout
Senior Attorney
Green Mountain Power Corporation
____________________________
Jeffrey P. Trout
Senior Attorney
Very truly yours,
Very truly yours,
____________________________
Jeffrey P. Trout
