EXHIBIT 24
SPECIAL POWER OF ATTORNEY
THE STATE OF TEXAS (S)
(S) KNOW ALL MEN BY THESE PRESENTS
COUNTY OF TARRANT (S)
THAT WE, the undersigned, of Tarrant County, Texas, have made, constituted,
and appointed, and by these presents do make, constitute, and appoint L. C.
MARTIN, DANA L. PERRY and SAM ROSEN, and each of them severally, our true and
lawful attorneys and agents to execute in our name, place and stead (in any
capacity) the Annual Report on Form 10-K of AZTEC MANUFACTURING CO. ("Form 10-
K") for the fiscal year ended February 28, 1997, each of said attorneys and
agents to have power to act with or without the other and to have full power and
authority to do and perform in the name of and on behalf of each of the
undersigned, as the case may be, every act whatsoever necessary or advisable to
be done in the premises as fully and to all intents and purposes as any of the
undersigned might or could do in person, such power to extend to the execution
of any amendment to the Form 10-K.
WITNESS OUR HANDS this 20 day of May, 1997.
-- ---
/s/ L.C. Martin
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L. C. MARTIN
/s/ Robert H. Johnson
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ROBERT H. JOHNSON
/s/ Martin C. Bowen
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MARTIN C. BOWEN
/s/ Dr. H. Kirk Downey
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DR. H. KIRK DOWNEY
/s/ Sam Rosen
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SAM ROSEN
/s/ John G. Richards
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JOHN G. RICHARDS
/s/ Dana L. Perry
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DANA L. PERRY
/s/ R.J. Schumacher
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R. J. SCHUMACHER
/s/ W.C. Walker
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W. C. WALKER
Exhibit 24
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(Page 1 of 3)
CERTIFIED COPY OF RESOLUTIONS
The undersigned, being the Assistant Secretary of AZTEC MANUFACTURING CO. (the
"Company"), a Texas corporation, does hereby certify that the following
resolutions are true and correct copies of the resolutions duly adopted by the
Board of Directors of said Company on April 15, 1997, and that such resolutions
have not been revoked or amended in any manner:
WHEREAS, the officers of the Company with the assistance of its
accountants, Ernst & Young LLP, and counsel are obligated to prepare,
execute and file with the Securities and Exchange Commission on behalf of
the Company an Annual Report on Form 10-K of the Company for the fiscal
year ended February 28, 1997;
NOW, THEREFORE, BE IT RESOLVED, that L. C. Martin be, and he is
hereby, authorized and directed to prepare, execute, and file with the
Securities and Exchange Commission on behalf of the Company the Annual
Report on Form 10-K ("Form 10-K") of the Company for the fiscal year ended
February 28, 1997; and
RESOLVED FURTHER, that each officer and director who may be required
in any capacity to execute the Form 10-K on behalf of the Company, be, and
each such officer and director is hereby, authorized to execute a power of
attorney appointing L. C. Martin, Dana L. Perry, and Sam Rosen, and each of
them severally, his true and lawful attorneys and agents to execute in his
name, place and stead (in any such capacity) said Form 10-K, and all
instruments necessary or proper in connection therewith and to file the
same with the Securities and Exchange Commission, each of said attorneys
and agents to have power to act with or without the other and to have full
power and authority to do and perform in the name of and on behalf of each
of said officers and directors, every act whatsoever necessary or advisable
to be done in the premises as fully and to all intents and purposes as any
such officer and director might or could do in person, such power to extend
to the execution of any amendment to the Form 10-K.
SIGNED on the 2 day of May, 1997.
/s/ Dana L. Perry
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DANA L. PERRY, Assistant Secretary
Exhibit 24
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(Page 2 of 3)
THE STATE OF TEXAS (S)
(S)
COUNTY OF TARRANT (S)
BEFORE ME, the undersigned authority, on this day personally appeared
DANA L. PERRY, Assistant Secretary of the above named corporation, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
considerations therein expressed and in the capacity therein stated and that the
statements therein contained are true.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2 day of May 1997.
/s/ Mary Rickard
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Notary Public in and for
the State of Texas
Mary Rickard
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(Type or print name)
My commission expires: May 30, 1999
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Exhibit 24
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(Page 3 of 3)