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Exhibit 24.1
AMERISERV FOOD COMPANY
CONSENT OF DIRECTORS IN LIEU OF
BOARD OF DIRECTORS' MEETING
The undersigned, being all of the directors of AmeriServ Food
Company, a Delaware corporation (the "Corporation"), do hereby consent without a
Board of Directors' meeting, pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, to the adoption of the resolutions
attached hereto.
Dated as of the 15th day of October, 1997.
/s/ John V. Holten
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John V. Holten
/s/ Daniel W. Crippen
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Daniel W. Crippen
/s/John R. Evans
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John R. Evans
/s/ Gunnar Klintberg
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Gunnar Klintberg
/s/ Raymond E. Marshall
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Raymond E. Marshall
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DELTA TRANSPORTATION, LTD.
CONSENT OF DIRECTORS IN LIEU OF
BOARD OF DIRECTORS' MEETING
The undersigned, being the sole director of Delta Transportation,
Ltd., a Wisconsin corporation (the "Corporation"), does hereby consent without a
Board of Directors' meeting, pursuant to Section 180.0821 of the Wisconsin
Business Corporation Law, to the adoption of the following resolutions:
Dated as of the 15th day of October, 1997.
/s/ Raymond E. Marshall
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Raymond E. Marshall
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THE HARRY H. POST COMPANY
CONSENT OF DIRECTORS IN LIEU OF
BOARD OF DIRECTORS' MEETING
The undersigned, being all of the directors of The Harry H. Post
Company, a Colorado corporation (the "Corporation"), do hereby consent without a
Board of Directors' meeting, pursuant to Section 7-108-202 of the Colorado
Business Corporation Act, to the adoption of the following resolutions:
Dated as of the 15th day of October, 1997.
/s/ Raymond E. Marshall
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Raymond E. Marshall
/s/ Daniel W. Crippen
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Daniel W. Crippen
/s/John R. Evans
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John R. Evans
/s/ Gunnar Klintberg
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Gunnar Klintberg
/s/ A. Petter Ostberg
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A. Petter Ostberg
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CHICAGO CONSOLIDATED CORPORATION
CONSENT OF DIRECTORS IN LIEU OF
BOARD OF DIRECTORS' MEETING
The undersigned, being the sole director of Chicago Consolidated
Corporation, an Illinois corporation (the "Corporation"), does hereby consent
without a Board of Directors' meeting, pursuant to Section 5/8.45 of the
Illinois Business Corporation Act of 1983, to the adoption of the following
resolutions:
Dated as of the 15th day of October, 1997.
/s/ Raymond E. Marshall
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Raymond E. Marshall
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NORTHLAND TRANSPORTATION, SERVICES, INC.
CONSENT OF DIRECTORS IN LIEU OF
BOARD OF DIRECTORS' MEETING
The undersigned, being the sole director of Northland
Transportation, Services, Inc., a Nebraska corporation (the "Corporation"), does
hereby consent without a Board of Directors' meeting, pursuant to Section
21-2090 of the Nebraska Business Corporation Act (the "NBCA"), to the adoption
of the resolutions attached hereto.
Dated as of the 15th day of October, 1997.
/s/ Raymond E. Marshall
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Raymond E. Marshall
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AMERISERVE TRANSPORTATION, INC.
CONSENT OF DIRECTORS IN LIEU OF
BOARD OF DIRECTORS' MEETING
The undersigned, being the sole director of AmeriServe
Transportation, Inc., a Nebraska corporation (the "Corporation"), does hereby
consent without a Board of Directors' meeting, pursuant to Section 21-2090 of
the Nebraska Business Corporation Act (the "NBCA"), to the adoption of the
resolutions attached hereto.
Dated as of the 15th day of October, 1997.
/s/ Raymond E. Marshall
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Raymond E. Marshall
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Power of Attorney
RESOLVED, that each of the officers and directors who may be
required to execute the Registration Statement (whether on behalf of the
Corporation or as an officer or director thereof or by attesting the seal
of the Corporation or otherwise) be, and each of them individually hereby
is, authorized to execute and deliver a power of attorney appointing
Donald J. Rogers and Raymond E. Marshall, and each of them, his true and
lawful attorneys and agents, to execute in his name, place and stead (in
any capacity) the Registration Statement and any and all amendments
(including post-effective amendments) and supplements to the Registration
Statement relating to the Notes and/or the Exchange Notes and any other
instruments, contracts, documents or writing necessary or appropriate in
connection therewith, to attest the seal of the Corporation thereon, and
to file the same with the SEC, granting to said attorneys and agents, and
each of them, the full power and authority to do and perform in the name
and on behalf of each of said officers and directors, or both, as the case
may be, every act whatsoever which may be necessary or desirable as set
forth in such Registration Statement, and to take or cause to be taken any
and all such further actions in connection therewith in the name and on
behalf of the Corporation as they, in their sole discretion, deem
necessary or appropriate.