<PAGE> 1
EXHIBIT (24)
December 1, 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
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 $700 million net aggregate principal amount of any
equity, trust or convertible securities, or a combination thereof, of the
Corporation.
Very truly yours,
/s/ William T. McCormick, Jr. /s/ Victor J. Fryling
---------------------------------- ----------------------------------
William T. McCormick, Jr. Victor J. Fryling
/s/ John Deutch
---------------------------------- ----------------------------------
John M. Deutch William U. Parfet
/s/ James J. Duderstadt /s/ Percy A. Pierre
---------------------------------- ----------------------------------
James J. Duderstadt Percy A. Pierre
/s/ K. R. Flaherty /s/ K. L. Way
---------------------------------- ----------------------------
Kathleen R. Flaherty Kenneth L. Way
/s/ Earl D. Holton /s/ K. Whipple
---------------------------------- ----------------------------
Earl D. Holton Kenneth Whipple
/s/ John B. Yasinsky
--------------------------------
John B. Yasinsky
<PAGE> 2
Extract from the minutes of a meeting of the Board of Directors of CMS Energy
Corporation (the "Corporation") held on December 1, 2000.
- - - - - - - - - -
Consolidation of Authorization for
Proposed Issue and Sale of Securities
The Company was authorized at meetings of the Board of Directors
held on April 25, 1997, December 4, 1998 and September 24, 1999, respectively,
to issue certain preferred securities consisting of 7-3/4% Convertible Quarterly
Income Preferred Securities ("QUIPS"); 8.75% Adjustable Convertible Trust
Securities ("ACTS"); and 7.25% Premium Equity Participating Security Units (the
"PEPS" Units"), all of which include provisions for conversion into or contracts
to purchase common stock of the Corporation. Management of the Corporation
recommended that such resolutions adopted by the Board should be consolidated to
accommodate such conversions and sales, and to implement any other rights of the
holders of Trust Preferred Securities as they may occur from time to time
permitting the issue and sale of up to $700 million aggregate principal amount
of (i) common stock, purchase contracts for common stock or stock purchase
units, (ii) preferred stock, (iii) trust securities ("Trust Securities") of one
or more trusts (the "Trust"), (iv) subordinated debt securities issued solely in
connection with the sale of the Trust Securities, and (v) the Corporation's
guarantee of Trust Securities of the Trust (collectively, the "Securities"),
which includes allowance for conversions from convertible securities. The matter
was discussed fully.
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, of up to $700 million aggregate principal
amount of (i) common stock, purchase contracts for common stock or stock
purchase units, (ii) preferred stock, (iii) trust securities ("Trust
Securities") of one or more trusts (the "Trust"), (iv) subordinated debt
securities issued solely in connection with the sale of the Trust
Securities, and (v) the Corporation's guarantee of Trust Securities of
the Trust (collectively, the "Securities"); and
RESOLVED FURTHER: That Messrs. Alan M. Wright and Thomas
A. McNish (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 any trust agreement, and any amendments thereto, of any
Trust; and
RESOLVED FURTHER: That the above-designated trustees, and
each of them, are authorized and empowered, to execute and deliver all
documents, papers, applications, agreements and instruments, and any
amendments, 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
RESOLVED FURTHER: That the officers of the Corporation,
and each of them, are authorized and directed to appoint an
institutional trustee, and any agent or trustees necessary or
appropriate in connection with the issue and sale of the 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 $700 million aggregate principal amount of
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
<PAGE> 3
3
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 $700 million aggregate principal amount of
Securities, as they may deem necessary or appropriate, 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
<PAGE> 4
4
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 any Registration Statement or any other agreements
related to the issuance and sale of the Corporation's Securities.
- - - - - - - - - -
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 December 1, 2000 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 4th day of December 2000.
(S E A L)
/s/ Thomas A. McNish
----------------------------------
Thomas A. McNish
Vice President and Secretary
