EXHIBIT (24)
THE GORMAN-RUPP COMPANY
CERTIFICATE OF THE SECRETARY
The undersigned hereby certifies that he is the duly elected, qualified and
acting Corporate Secretary of The Gorman-Rupp Company, an Ohio corporation (the
"Company"), and that the following resolutions were duly adopted by the
Company's Board of Directors at a duly noticed and called meeting held on
February 27, 2003 at which a quorum was present and acting throughout, which
resolutions have not been amended, rescinded or modified and are in full force
and effect on the date hereof.
RESOLVED, that the executive officers of the Company, and each of them,
hereby are authorized, for and on behalf of the Company, to prepare, sign and
file, or cause to be prepared, signed and filed, with the Securities and
Exchange Commission, under the Securities Exchange Act of 1934, as amended, the
Company's 2002 Annual Report on Form 10-K, and any and all amendments thereto,
and to do or cause to be done all things necessary or advisable in connection
therewith.
FURTHER RESOLVED, that Jeffrey S. Gorman, David P. Emmens and Anthony R.
Moore, and each of them, hereby are appointed attorneys for the Company, with
full power of substitution and resubstitution, for and in the name, place and
stead of the Company, to sign and file the Company's 2002 Annual Report on Form
10-K and any and all amendments thereto, and any and all other documents in
connection therewith, with full power and authority to do and perform any and
all acts necessary or advisable.
FURTHER RESOLVED, that the executive officers of the Company and each of
them, hereby are authorized, for and on behalf of the Company, to execute a
power of attorney evidencing the foregoing appointments.
IN WITNESS WHEREOF, I have hereunto signed this Certificate this 25th day
of March, 2003.
/s/ David P. Emmens
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David P. Emmens
Corporate Secretary
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EXHIBIT (24)
POWER OF ATTORNEY
The undersigned, The Gorman-Rupp Company (the "Company"), by the
undersigned executive officer of the Company hereunto duly authorized, hereby
appoints Jeffrey S. Gorman, David P. Emmens and Anthony R. Moore, and each of
them, as attorneys for the Company, with full power of substitution and
resubstitution, for and in its name, place and stead, to sign and file with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, the Company's 2002 Annual Report on Form 10-K and any and all
amendments thereto, and any and all other documents to be filed with the
Securities and Exchange Commission or otherwise in connection therewith, with
full power and authority to do and perform any and all acts whatsoever necessary
or advisable.
Executed this 25th day of March 2003.
THE GORMAN-RUPP COMPANY
BY: /s/ David P. Emmens
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David P. Emmens
Corporate Secretary
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EXHIBIT (24)
POWER OF ATTORNEY
The undersigned Directors and Officers of The Gorman-Rupp Company (the
"Company") hereby appoint Jeffrey S. Gorman, David P. Emmens, and Anthony R.
Moore, and each of them, as attorneys for each of the undersigned, with full
power of substitution and resubstitution, for and in the name, place and stead
of each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the Company's
2002 Annual Report on Form 10-K and any and all amendments thereto, and any and
all other documents to be filed with the Securities and Exchange Commission or
otherwise in connection therewith, with full power and authority to do and
perform any and all acts whatsoever necessary or advisable.
Executed this 27th day of February, 2003
/s/ Jeffrey S. Gorman President, Principal Executive
---------------------------------- Officer and Director
Jeffrey S. Gorman
/s/ Robert E. Kirkendall Senior Vice President and Principal
---------------------------------- Financial and Accounting Officer
Robert E. Kirkendall
/s/ James C. Gorman Director
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James C. Gorman
/s/ William A. Calhoun Director
----------------------------------
William A. Calhoun
/s/ Thomas E. Hoaglin Director
----------------------------------
Thomas E. Hoaglin
/s/ Christopher H. Lake Director
----------------------------------
Christopher H. Lake
/s/ Peter B. Lake Director
----------------------------------
Peter B. Lake
/s/ W. Wayne Walston Director
----------------------------------
W. Wayne Walston
/s/ John A. Walter Director
----------------------------------
John A. Walter
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