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EXHIBIT 24
July 28, 2000
Mr. Alan M. Wright and
Mr. Thomas A. McNish
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126
CMS Energy Corporation proposes to file a registration statement with the
Securities and Exchange Commission with respect to the Stock Purchase Plan of
CMS Energy Corporation.
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
and The New York Stock Exchange a registration statement and/or any appropriate
amendment or amendments to said registration statement, to be accompanied by a
prospectus or supplemental prospectus and any necessary exhibits required to be
filed with the Securities and Exchange Commission or The New York Stock
Exchange.
/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. Whipple
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Kathleen R. Flaherty Kenneth Whipple
/s/ Earl D. Holton /s/ K. L. Way
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Earl D. Holton Kenneth L. Way
/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 July 28, 2000.
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Stock Purchase Plan
At a meeting of the Board of Directors of the Corporation held
on July 28, 1995, resolutions were adopted authorizing registration of 5,000,000
additional shares of Common Stock, $.01 par value, and 5,000,000 additional
shares of Class G Common Stock, no par value, of the Corporation for the
Corporation's Dividend Reinvestment and Common Stock Purchase Plan (currently
known as the Stock Purchase Plan, the "Plan"). In October 1999, the Corporation
exchanged all outstanding shares of the Class G Common Stock for Common Stock.
Therefore, management recommended transferring the registration of the 4,151,799
shares of Class G Common Stock that remain unsold under the Plan's registration
statement filed with the Securities and Exchange Commission on September 12,
1995 to the current registration of Common Stock (5,738,997 shares of which
remain unsold) under a new Plan registration statement for a total amount of
9,890,796 shares that would be available for purposes of the Plan. Management
also recommended revisions to the Plan, in substantially the form presented to
the meeting, and such other amendments to the Plan as they may deem necessary
and advisable, from time to time, in order to comply with securities laws. The
matter was discussed fully.
Upon motion duly made and seconded, the following
resolutions were thereupon unanimously adopted:
RESOLVED: That the Stock Purchase Plan (the "Plan") of the
Corporation, as revised, is approved substantially in the form presented
to the meeting or in such other form as the officers administering the
same deem appropriate and as counsel may advise, and the officers of the
Corporation, and each of them, are authorized and directed, for and on
behalf of the Corporation, to amend the Plan, from time to time, as deemed
necessary and advisable by management in order to comply with securities
laws, all without further action of the Board; and
RESOLVED FURTHER: That the Board approves and authorizes the
transfer of registration of 4,151,799 shares of Class G Common Stock, no
par value, that remain unsold under the Plan's existing registration
statement filed with the Securities and Exchange Commission on September
12, 1995 (the "Existing Registration Statement"), to the authorization for
the issue and sale of 5,738,997 additional shares of Common Stock, $.01
par value, which remain unsold, under a new registration statement
aggregating 9,890,796 shares of Common Stock, $.01 par value, for purposes
of the Plan and to be sold in accordance with the terms and priced in
accordance with the Plan, as the officers of the Corporation deem
appropriate and as counsel may advise; and
RESOLVED FURTHER: That the officers of the Corporation, and
each of them, are authorized, in their discretion, on its behalf, to
execute and file one
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or more Registration Statements with the Securities and Exchange
Commission under the Securities Act of 1933, as amended ("New Registration
Statement"), or an amendment to the Existing Registration Statement (the
New Registration Statement and the Existing Registration Statement,
collectively "Registration Statements"), with respect to the transfer of
4,151,799 shares of Class G Common Stock to the issue and sale of
5,738,997 additional shares of Common Stock, $.01 par value, under the
Plan, together with all documents required as exhibits to such
Registration Statements with respect to the issue and sale of the Common
Stock in such form as may be approved by the officers executing the same,
and to do all other things necessary to make such Registration Statements
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 Common Stock 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 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 to cause the Corporation to make
application(s) to the New York Stock Exchange, or such other exchange as
the officers may decide, for the listing on such Exchange, upon notice of
issuance, of not more than 4,151,799 shares of Common Stock, $.01 par
value; and to represent the Corporation in connection with any
application(s) 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 to have issued and to deliver, at one time or
from time to time, certificates representing not more than 4,151,799
shares of Common Stock, $.01 par value; 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 of and on behalf of the Corporation or otherwise as each such
officer may deem necessary
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or appropriate to effectuate or carry out fully the purpose and intent of
the foregoing resolutions and the Plan, including the performance of the
obligations under the Common Stock, $.01 par value, the Registration
Statements or any other agreements related to the issue and sale of the
Common Stock; and
RESOLVED FURTHER: That the officers of the Corporation, and
each of them, are authorized and empowered to sign, seal and deliver such
documents, papers and instruments, 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 of the foregoing resolutions.
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I, Joyce H. Norkey, Assistant Secretary of the Corporation, CERTIFY that the
foregoing are true and correct resolutions adopted at a meeting of the Board of
Directors of the Corporation held on July 28, 2000 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 29th day of August 2000.
(S E A L)
/s/ Joyce H. Norkey
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Joyce H. Norkey
Assistant Secretary
