<PAGE>   1
                                                                      EXHIBIT 24

July 24, 1998

Mr. Alan M. Wright and
Mr. Thomas A. McNish
Consumers Energy Company
212 West Michigan Avenue
Jackson, MI 49201


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 $200 million of debt securities of the Company (plus
an additional 20% for the purpose of covering underwriters' over-allotments,
price adjustments, or sale of additional securities).

Very truly yours,




   /s/ William T. McCormick, Jr.                     /s/ Victor J. Fryling
-------------------------------------     --------------------------------------
     William T. McCormick, Jr.                         Victor J. Fryling



         /s/ John Deutch                                /s/ W. U. Parfet
-------------------------------------     --------------------------------------
           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



October 23, 1998

Mr. Alan M. Wright and
Mr. Thomas A. McNish
Consumers Energy Company
212 West Michigan Avenue
Jackson, MI 49201


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 $175 million of debt securities of the Company (plus
an additional 20% for the purpose of covering underwriters' over-allotments,
price adjustments, or sale of additional securities).

Very truly yours,




   /s/ William T. McCormick, Jr.                  /s/ Victor J. Fryling
--------------------------------------    --------------------------------------
     William T. McCormick, Jr.                        Victor J. Fryling



         /s/ John M. Deutch                           /s/ W. U. Parfet
--------------------------------------    --------------------------------------
           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/ Whipple
--------------------------------------    --------------------------------------
           Earl D. Holton                             Kenneth Whipple




                              /s/ John B. Yasinsky
                         ---------------------------------
                                John B. Yasinsky

<PAGE>   3
FEBRUARY 26, 1999

MR. ALAN M. WRIGHT AND
MR. THOMAS A. MCNISH
CONSUMERS ENERGY COMPANY
212 WEST MICHIGAN AVENUE
JACKSON, MI 49201

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 COMPANY (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 COMPANY'S GUARANTEE OF TRUST SECURITIES OF ONE OR MORE TRUSTS.

VERY TRULY YOURS,



  /S/ WILLIAM T. MCCORMICK, JR.                       /S/ EARL D. HOLTON
-------------------------------------      -------------------------------------
     WILLIAM T. MCCORMICK, JR.                        EARL D. HOLTON



         /S/ JOHN DEUTCH                              /S/ W. U. PARFET
-------------------------------------      -------------------------------------
          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/ V. J. FRYLING                            /S/ WHIPPLE
-------------------------------------      -------------------------------------
        VICTOR J. FRYLING                             KENNETH WHIPPLE




                               /S/ JOHN B. YASINSKY
                           -----------------------------
                                JOHN B. YASINSKY

<PAGE>   4
                                                                               1

Extract from minutes of a meeting of the Board of Directors of Consumers Energy
Company (the "Company") held on July 24, 1998.

                               - - - - - - - - - -

Proposed Issue and Sale of Debt Securities

              To have funds available to refund or refinance long-term debt
(including the tender or purchase of the Company's first mortgage bonds) and/or
for general corporate purposes, management recommended that the Company offer,
from time to time, in one or more series, at private placement or public sale,
up to $200 million net aggregate principal amount of senior notes (plus an
additional 20% for the purpose of covering underwriters' over-allotments, price
adjustments, or sale of additional securities). Each series of notes could
initially be secured by the issuance of first mortgage bonds under the Company's
Trust Indenture dated as of September 1, 1945, as amended and supplemented, with
The Chase Manhattan Bank as trustee. The first mortgage bonds could be issued to
The Chase Manhattan Bank as the trustee of the Indenture dated as of February 1,
1998, as supplemented, as security for the payment of principal and interest on
the senior notes. Any of the foregoing securities issued in a private placement
may be offered with registration rights. Management further recommended the
appointment of a Special Committee of the Board of Directors to take any and all
action to facilitate the proposed offering(s) and to assure that the securities
are 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. The
matter was fully discussed.

              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, in one or more series, at private
         placement or public sale, of up to $200 million net aggregate principal
         amount of senior debt (plus an additional 20% for the purpose of
         covering underwriters' over-allotments, price adjustments, or sale of
         additional securities) in the form of notes or bonds (the "Notes")
         under the Company's Indenture dated as of February 1, 1998, as
         supplemented, with The Chase Manhattan Bank as trustee (the
         "Indenture") and may be secured by the issuance of one or more series
         of first mortgage bonds (the "First Mortgage Bonds") under the
         Company's Trust Indenture dated as of September 1, 1945, as amended and
         supplemented, with The Chase Manhattan Bank as trustee (the "Mortgage
         Indenture"), as discussed at the meeting, each series 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 the
         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 or
         placement discounts and the proceeds to the




<PAGE>   5
                                                                               2


         Company of the proposed issue and sale of the Notes, (b) approving the
         form of any supplemental indentures or Company orders pursuant to the
         Indenture and the form of the Notes and requesting the trustee for the
         Indenture to execute any such supplemental indentures or orders and
         authenticate such Notes, (c) approving the form of any supplemental
         indenture to the Mortgage Indenture and the form of the First Mortgage
         Bonds and requesting the trustee for the Mortgage Indenture to execute
         any such supplemental indentures and authenticate such First Mortgage
         Bonds, and (d) authorizing the officers to take such further action as
         they may deem advisable to carry out the issue and sale of such Notes
         and the issue of First Mortgage Bonds as security therefor; and

                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, are authorized and empowered in their discretion, on its
         behalf, to prepare, execute and file, or cause to be prepared and
         filed, one or more Registration Statements with the Securities and
         Exchange Commission under the Securities Act of 1933, as amended (a
         "Registration Statement"), together with all documents required as
         exhibits to such Registration Statement with respect to the issue and
         sale of the Notes, in such form as may be approved by the officers
         executing the same, and to do all other things necessary to make such
         Registration Statement effective, including the execution and filing of
         any necessary or appropriate amendments, including post-effective
         amendments; and

                      RESOLVED FURTHER: That any Notes issued in a private
         placement may be offered with registration rights permitting the
         Company to (i) file a Registration Statement for the resale of such
         Notes, or (ii) exchange, in a registered exchange offer pursuant to a
         Registration Statement, such Notes for substantially similar notes; and

                      RESOLVED FURTHER: That the officers of the Company, 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 Notes of the Company as they
         may deem advisable; to perform on behalf of the Company 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 Company; and

                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, are authorized and empowered, in their discretion, to
         cause the Company 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 the Notes, and to
         represent the Company in connection with any application(s) for listing



<PAGE>   6
                                                                               3


         and to appear on behalf of the Company 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 Company, and
         each of them, are authorized and empowered to execute one or more
         underwriting or purchase agreements, registration rights agreement,
         securities purchase or sale option agreement, calculation agency
         agreement, or any other type of agreement between the Company and the
         underwriter, placement agent or representatives or affiliates of the
         underwriters or agents or any other purchaser appointed or named in
         such agreement or agreements, as they may deem appropriate for the
         proposed sale of the Notes; and

                      RESOLVED FURTHER: That the officers of the Company, 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 Company 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
         Company under purchase agreements, underwriting agreements and sales
         agreements, indentures, registration rights agreements, securities
         purchase or sale option agreements, calculation agency agreements or
         other similar agreements, certificates or declarations, the Notes, any
         Registration Statement or any other agreements related to the issue and
         sale of the Notes and the issue of the First Mortgage Bonds as security
         therefor; and

                      RESOLVED FURTHER: That each Note issued by the Company may
         be secured by the First Mortgage Bonds in principal amounts equal to
         the Notes; and

                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, in their discretion, on its behalf, are authorized to
         take such action as may be necessary or desirable, including but not
         limited to, the execution and delivery on behalf of the Company of one
         or more supplemental indentures to the Mortgage Indenture and the
         execution, delivery and authentication required with respect to the
         proposed issuance of the First Mortgage Bonds, with such interest
         rates, maturities and other terms as the officers may consider
         advisable to facilitate the delivery thereof as security for the
         Company's obligation to make payments required under the transactions
         contemplated by the above resolutions, which First Mortgage Bonds will
         be payable only upon the events expressly designated in the Mortgage
         Indenture; and



<PAGE>   7
                                                                               4


                      RESOLVED FURTHER: That the February 27, 1998 Board of
         Directors authorization of the issuance and sale or guarantee of up to
         $950 million of long-term securities solely for the purpose of
         refunding or refinancing existing long-term securities be amended so
         that up to $240 million of that amount may be used for general
         corporate purposes, and that an additional $200 million of First
         Mortgage Bonds may be issued solely for the purpose of providing
         security for the $200 million of long-term securities to be issued and
         sold for general corporate purposes that were the subject of the
         February 27, 1998 Board of Directors authorization; and

                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, are authorized and empowered to sign, seal and deliver
         such papers and documents, 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.

                               - - - - - - - - - -

I, Joyce H. Norkey, Assistant Secretary of Consumers Energy Company, 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 Consumers Energy Company duly
held on July 24, 1998 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
Company this         day of October 1999.


                                                          (S E A L)


                                        /s/ Joyce H. Norkey
                                 --------------------------------
                                         Joyce H. Norkey
                                       Assistant Secretary
<PAGE>   8
                                                                               1


Extract from minutes of a meeting of the Board of Directors of Consumers Energy
Company (the "Company") held on October 23, 1998.

                               - - - - - - - - - -

Proposed Issue and Sale of Debt Securities

              At a meeting of the Board of Directors held on July 24, 1998,
resolutions were adopted authorizing the issue and sale of $200 million net
aggregate principal amount of senior notes (plus an additional 20% for the
purpose of covering underwriters' over-allotments, price adjustments, or sale of
additional securities). To have funds available to refund or refinance long-term
debt (including the tender or purchase of the Company's first mortgage bonds)
and/or for general corporate purposes, management recommended that the Company
offer, from time to time, in one or more series, at private placement or public
sale, up to an additional $175 million net aggregate principal amount of senior
notes (plus an additional 20% for the purpose of covering underwriters'
over-allotments, price adjustments, or sale of additional securities) (the
"Notes"), totaling $375 million available for issuance and sale. It is
anticipated that $150 million of Notes will be offered for sale today resulting
in a remaining amount of $225 million available for issuance and sale. Each
series of Notes could initially be secured by the issuance of first mortgage
bonds under the Company's Trust Indenture dated as of September 1, 1945, as
amended and supplemented, with The Chase Manhattan Bank as trustee. The first
mortgage bonds could be issued to The Chase Manhattan Bank as the trustee of the
Indenture dated as of February 1, 1998, as supplemented, as security for the
payment of principal and interest on the Notes. Each series of Notes could be
issued with an insurance policy to provide credit enhancement to sell the Notes.
Any of the foregoing securities issued in a private placement may be offered
with registration rights. Management further recommended the appointment of a
Special Committee of the Board of Directors to take any and all action to
facilitate the proposed offering(s) and to assure that the securities are 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. The matter was
fully discussed.

              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, in one or more series, at private
         placement or public sale, of up to an additional $175 million net
         aggregate principal amount of senior debt (plus an additional 20% for
         the purpose of covering underwriters' over-allotments, price
         adjustments, or sale of additional securities) in the form of notes or
         bonds (the "Notes") under the Company's Indenture dated as of February
         1, 1998, as supplemented, with The Chase Manhattan Bank as trustee (the
         "Indenture") and the Notes may be secured by the issuance of one or
         more series of first mortgage bonds (the "First Mortgage Bonds") under
         the Company's Trust Indenture dated as of September 1, 1945, as amended
         and supplemented, with The Chase Manhattan Bank as trustee (the
         "Mortgage Indenture"), and the Notes may be sold with an insurance
         policy or policies as discussed at the meeting, each series 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


<PAGE>   9
                                                                               2


                      RESOLVED FURTHER: That Victor J. Fryling, with William T.
         McCormick, Jr. as alternate, is appointed to a Special Committee of the
         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 or
         placement discounts and the proceeds to the Company of the proposed
         issue and sale of the Notes, (b) approving the form of any supplemental
         indentures or Company orders pursuant to the Indenture and the form of
         the Notes, and (c) approving the form of any supplemental indenture to
         the Mortgage Indenture and the form of the First Mortgage Bonds, and
         (d) authorizing the officers to take such further action as they may
         deem advisable to carry out the issue and sale of such Notes and the
         issue of First Mortgage Bonds as security therefor, including but not
         limited to requesting the trustee for the Indenture to execute any such
         supplemental indentures or orders and authenticate such Notes and
         requesting the trustee for the Mortgage Indenture to execute any such
         supplemental indentures and authenticate such First Mortgage Bonds; and

                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, are authorized and empowered in their discretion, on its
         behalf, to prepare, execute and file, or cause to be prepared and
         filed, one or more Registration Statements with the Securities and
         Exchange Commission under the Securities Act of 1933, as amended (a
         "Registration Statement"), together with all documents required as
         exhibits to such Registration Statement with respect to the issue and
         sale of the Notes, in such form as may be approved by the officers
         executing the same, and to do all other things necessary to make such
         Registration Statement effective, including the execution and filing of
         any necessary or appropriate amendments, including post-effective
         amendments; and

                      RESOLVED FURTHER: That any Notes issued in a private
         placement may be offered with registration rights permitting the
         Company to (i) file a Registration Statement for the resale of such
         Notes, or (ii) exchange, in a registered exchange offer pursuant to a
         Registration Statement, such Notes for substantially similar notes; and

                      RESOLVED FURTHER: That the officers of the Company, 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 Notes of the Company as they
         may deem advisable; to perform on behalf of the Company 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 Company; and



<PAGE>   10
                                                                               3


                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, are authorized and empowered, in their discretion, to
         cause the Company 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 the Notes, and to
         represent the Company in connection with any application(s) for listing
         and to appear on behalf of the Company 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 Company, and
         each of them, are authorized and empowered to execute one or more
         underwriting or purchase agreements, registration rights agreement,
         securities purchase or sale option agreement, calculation agency
         agreement, or any other type of agreement between the Company and the
         underwriter, placement agent or representatives or affiliates of the
         underwriters or agents or any other purchaser appointed or named in
         such agreement or agreements, as they may deem appropriate for the
         proposed sale of the Notes; and

                      RESOLVED FURTHER: That the officers of the Company, 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 Company 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
         Company under purchase agreements, underwriting agreements and sales
         agreements, indentures, registration rights agreements, securities
         purchase or sale option agreements, calculation agency agreements or
         other similar agreements, certificates or declarations, the Notes, any
         Registration Statement or any other agreements related to the issue and
         sale of the Notes and the issue of the First Mortgage Bonds as security
         therefor; and

                      RESOLVED FURTHER: That each Note issued by the Company may
         be secured by the First Mortgage Bonds in principal amounts equal to
         the Notes; and

                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, in their discretion, on its behalf, are authorized to
         take such action as may be necessary or desirable, including but not
         limited to, the execution and delivery on behalf of the Company of one
         or more supplemental indentures to the Mortgage Indenture and the
         execution, delivery and authentication required with respect to the
         proposed issuance of the First Mortgage Bonds, with such interest
         rates, maturities and other terms as the officers may consider
         advisable to facilitate the delivery thereof as security for the
         Company's obligation to make payments required under



<PAGE>   11
                                                                               4

         the transactions contemplated by the above resolutions, which First
         Mortgage Bonds will be payable only upon the events expressly
         designated in the Mortgage Indenture; and

                      RESOLVED FURTHER: That a resolution adopted at a meeting
         of the Board of Directors held on July 24, 1998 amending the February
         27, 1998 Board authorization for the issuance and sale or guarantee of
         up to $950 million long-term securities solely for the purpose of
         refunding or refinancing existing long-term securities, is hereby
         rescinded; and

                      RESOLVED FURTHER: That a resolution adopted at a meeting
         of the Board of Directors held on February 27, 1998 authorizing the
         issuance and sale or guarantee of up to $950 million of long-term
         securities solely for the purpose of refunding or refinancing existing
         long-term securities and the authorization of up to $950 million of
         first mortgage bonds under the Company's Trust Indenture dated as of
         September 1, 1945, as amended and supplemented, with The Chase
         Manhattan Bank as Trustee, solely for the purpose of providing security
         for such new long-term securities, is amended so that such long-term
         securities and first mortgage bonds issued as security therefor may be
         issued for general corporate purposes or for the purpose of refunding
         or refinancing existing long-term securities; and

                      RESOLVED FURTHER: That the officers of the Company, and
         each of them, are authorized and empowered to sign, seal and deliver
         such papers and documents, 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.

                               - - - - - - - - - -

I, Joyce H. Norkey, Assistant Secretary of Consumers Energy Company, 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 Consumers Energy Company duly
held on October 23, 1998 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
Company this         day of October 1999.



                                                           (S E A L)


                                                /s/ Joyce H. Norkey
                                          -------------------------------
                                                  Joyce H. Norkey
                                                Assistant Secretary
<PAGE>   12
                                                                               1



Extract from Minutes of a Meeting of the Board of Directors of Consumers Energy
Company (the "Company"), held February 26, 1999.

                               - - - - - - - - - -

Proposed Issue and Sale of Securities

               At meetings of the Board of Directors held on July 24, 1998 and
October 23, 1998, respectively, resolutions were adopted authorizing the Company
to issue and sell, from time to time, at private placement or public sale, upon
competitive bidding or a negotiated basis, or otherwise, debt securities in the
form of notes or bonds, aggregating $375 million, upon such terms as the Board
of Directors of the Company shall deem appropriate. The amount of such
securities remaining for issue and sale pursuant to the resolutions adopted by
the Board on July 24, 1998 and October 23, 1998, respectively, is $225 million.
In addition to the $225 million of such securities remaining to be issued and
sold, management of the Company recommended that the Company offer, from time to
time, at private placement or public sale, up to $300 million net aggregate
principal amount of securities of the Company (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 Company's guarantee of Trust
Securities of the Trust. One or more Trusts may be formed by the Company. The
Trust may offer Trust Securities representing interests in the Trust or Trust
assets. Any of the foregoing securities issued in a private placement may be
offered with registration rights. Management further recommended the appointment
of a Special Committee of the Board of Directors to take any and all action to
facilitate the proposed offering(s) and to assure that the securities are 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. 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, at private placement or public sale, of up
        to $300 million net aggregate principal amount of securities of the
        Company (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
        Company'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 Company 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 Company, and filed in the Corporate Secretary's office) are
        appointed to serve, at the Company's request, and are authorized and
        empowered, for and on behalf of the Company, to act as the Company's



<PAGE>   13
                                                                               2


        trustees in accordance with the trust agreement, and any amendments
        thereto, of the Trust; and

                      RESOLVED FURTHER: That the officers of the Company, and
        each of them, are authorized and empowered, for and on behalf of the
        Company, to establish one or more Trusts, for the purpose of issuing and
        selling Trust Securities; and

                      RESOLVED FURTHER: That the above-designated Company
        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

                      RESOLVED FURTHER: That the officers of the Company, 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 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 Company
        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 Company, 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 Company, 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 Company as they may deem
        advisable; to perform on behalf of the Company 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 Company;
        and

                      RESOLVED FURTHER: That the officers of the Company, and
        each of them, are authorized and empowered to cause the Company 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 Company in
        connection with any application or applications for listing and to
        appear on behalf of the Company 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


<PAGE>   14
                                                                               3


                      RESOLVED FURTHER: That the officers of the Company, and
        each of them, are authorized and empowered to execute and deliver on
        behalf of the Company (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 (ii) Company 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
        Company 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 Company, 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 Company and the underwriter or representatives of
        the underwriters (or any agents) or an 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 Company, 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 Company 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 Company 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.

                               - - - - - - - - - -

I, Joyce H. Norkey, Assistant Secretary of Consumers Energy Company, 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 Consumers Energy Company 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
Company this 1st day of October 1999.





    (S E A L)                                /s/ Joyce H. Norkey
                                   ---------------------------------------------
                                               Joyce H. Norkey
                                             Assistant Secretary