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CERTIFICATE OF CORPORATE SECRETARY
OF
SMITH ENVIRONMENTAL TECHNOLOGIES CORPORATION
Wilfrid D. Nelson, the undersigned, Secretary of Smith Environmental
Technologies Corporation, a Delaware corporation (the "Company"), DOES HEREBY
CERTIFY that:
The following is a true, correct and complete copy of the resolutions duly
adopted by unanimous consent of the Board of Directors of the Company at a
regular meeting of the Board of Directors, convened and held on September 12th
and 13th, 1995, which resolutions have not been revoked, modified, amended or
rescinded and are still in full force and effect, and grants authority for all
transactions contemplated thereby:
BE IT RESOLVED, that the annual meeting of shareholders scheduled for
November 17, 1995 at 9:00 A.M. CST in Chicago, Illinois is ratified
and confirmed and that the close of business on September 29, 1995 is
fixed as the record date for the determination of shareholders
entitled to notice of and to cast votes at the annual meeting or any
adjournment or postponement thereof.
BE IT FURTHER RESOLVED, that Anthony J. Dury and William T. Campbell,
and each of them, with full power of substitution and resubstitution,
are appointed to act as proxies in connection with the annual meeting.
BE IT FURTHER RESOLVED, that William T. Campbell, Anthony J. Dury and
John W. Poling, and each of them, with full power of substitution and
resubstitution, are appointed to act as election judges and are
authorized to carry out the tabulation of votes at the annual meeting.
BE IT FURTHER RESOLVED, that, upon recommendation of the Audit and
Finance Committee, Ernst & Young LLP are approved as the independent
auditors of the Company for the transition year ending September 30,
1995 and fiscal year ending September 30, 1996, subject to the
ratification of such appointment by the shareholders at the annual
meeting;
BE IT FURTHER RESOLVED, that each officer and director who may be
required to sign and execute (whether on behalf of the Company, as an
officer or director of the Company or otherwise) the Annual Report on
Form 10-K for the fiscal year ended February 28, 1995 (the Form "10-K")
and for the transition fiscal year ending September 30, 1995, and any
or all amendments thereto and other documents in connection therewith
is hereby authorized to execute a power of attorney appointing W. D.
Nelson, William T. Campbell and Anthony J. Dury, and each of them with
full power of substitution and resubstitution, his true and lawful
attorney(s) to sign in such officer's or director's name, place and
stead (including in any such capacity) the Form 10-K, amendments and
documents in the name, place and stead of each
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officer and director who shall have executed such power of attorney
whether acting on behalf of the Company, as an officer or director of
the Company otherwise.
BE IT FURTHER RESOLVED, that the officers and directors of the
Company, and each of them, are authorized and directed to make, file,
execute and deliver, or cause to be made, filed and executed and
delivered, all such agreements, documents, instruments and other
papers and to do or cause to be done all such acts and things, in the
name and on the behalf of the Company, as they, or any of them, may
deem necessary, desirable or appropriate to hold the annual meeting
and to prepare, file and distribute proxy materials relating thereto
and the Form 10-K and to otherwise carry out the purposes and intent
of the foregoing resolutions.
WITNESS my hand and seal of the Company this 27th day of December, 1995.
_______________________________
Secretary