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EXHIBIT 24.1
TRANSMATION, INC.
OFFICERS' AND DIRECTORS' POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each of the undersigned, being an
Officer or a Director of TRANSMATION, INC., an Ohio corporation, which
corporation anticipates filing with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain shares of its Common Stock
issuable upon the exercise of options heretofore granted by the Company pursuant
to certain Non-Statutory Stock Option Agreements between the Company and each of
Barry F. Wharity, John A. Misiaszek and James A. Searles, DOES HEREBY constitute
and appoint ERIC W. MCINROY, ROBERT G. KLIMASEWSKI and JOHN A. MISIASZEK and
each of them, the attorneys of the undersigned with full power of substitution
for and in the name, place and stead of the undersigned:
To sign and file on behalf of the undersigned such Registration Statement
and any and all amendments, including post-effective amendments, to such
Registration Statement and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange Commission
pertaining to the securities covered by said Registration Statement, with full
power and authority to do and perform any and all acts and things whatsoever
under and in accordance with the Securities Act of 1933, as amended, and the
rules and regulations issued thereunder by said Commission, hereby ratifying and
approving the acts of such attorney or attorneys, or any such substitute or
substitutes.
This Instrument may be executed in several counterparts, each of which
shall be an original but all of which together shall constitute one and the same
Instrument.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand and seal as of the respective dates set forth below.
June 16, 1999 /s/ Eric W. McInroy
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Eric W. McInroy,
President, Chief Executive Officer
and Director
June 16, 1999 /s/ Robert G. Klimasewski
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Robert G. Klimasewski,
Chairman of the Board
and Director
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June 16, 1999 /s/ John A. Misiaszek
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John A. Misiaszek,
Vice President-Finance
June 16, 1999 /s/ Angelo J. Chiarella
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Angelo J. Chiarella, Director
June 16, 1999 /s/ E. Lee Garelick
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E. Lee Garelick, Director
June 16, 1999 /s/ Nancy D. Hessler
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Nancy D. Hessler, Director
June 16, 1999 /s/ Cornelius J. Murphy
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Cornelius J. Murphy, Director
June 16, 1999 /s/ John W. Oberlies
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John W. Oberlies, Director
June 16, 1999 /s/ Harvey J. Palmer
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Harvey J. Palmer, Director
June 16, 1999 /s/ Arthur M. Richardson
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Arthur M. Richardson, Director
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State of New York)
County of Monroe) ss.
On this 16th day of June, 1999, before me personally came ERIC W. MCINROY,
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s/ Susan Mascette Brandt
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Notary Public
State of New York)
County of Monroe) ss.
On this 16th day of June, 1999, before me personally came ROBERT G.
KLIMASEWSKI, to me known and known to me to be the individual described in, and
who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Susan Mascette Brandt
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Notary Public
State of New York)
County of Monroe) ss:
On this 16th day of June, 1999, before me personally came JOHN A.
MISIASZEK, to me known and known to me to be the individual described in, and
who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Susan Mascette Brandt
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Notary Public
State of New York)
County of Monroe) ss:
On this 16th day of June, 1999, before me personally came ANGELO J.
CHIARELLA, to me known and known to me to be the individual described in, and
who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Susan Mascette Brandt
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Notary Public
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State of New York)
County of Monroe) ss.
On this 16th day of June, 1999, before me personally came E. LEE GARELICK,
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s/ Susan Mascette Brandt
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Notary Public
State of New York)
County of Monroe) ss:
On this 16th day of June, 1999, before me personally came NANCY D. HESSLER,
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and she acknowledged to me that she executed the same.
/s/ Susan Mascette Brandt
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Notary Public
State of New York)
County of Monroe) ss:
On this 16th day of June, 1999, before me personally came CORNELIUS J.
MURPHY, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Susan Mascette Brandt
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Notary Public
State of New York)
County of Monroe) ss:
On this 16th day of June, 1999, before me personally came JOHN W. OBERLIES,
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s/ Susan Mascette Brandt
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Notary Public
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State of New York)
County of Monroe) ss:
On this 16th day of June, 1999, before me personally came HARVEY J. PALMER,
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s/ Susan Mascette Brandt
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Notary Public
State of New York)
County of Monroe) ss:
On this 16th day of June, 1999, before me personally came ARTHUR M.
RICHARDSON, to me known and known to me to be the individual described in, and
who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Susan Mascette Brandt
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Notary Public
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