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Exhibit 24(a)
THE GORMAN-RUPP COMPANY
Secretary's Certificate
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The undersigned, Robert E. Kirkendall, hereby certifies (i) that he is the
duly elected, qualified and acting Corporate Secretary of The Gorman-Rupp
Company; and (ii) that attached hereto as Exhibit A is a true and correct copy
of certain resolutions duly adopted by the Company's Board of Directors at a
duly noticed and called meeting held on April 18, 1996 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rescinded or modified and are in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto signed this Secretary's Certificate
this 7th day of May, 1996.
/s/ROBERT E. KIRKENDALL
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Robert E. Kirkendall,
Corporate Secretary
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Exhibit A
THE GORMAN-RUPP COMPANY
Resolutions Adopted by the Board of Directors
at a Meeting Held on April 18, 1996
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RESOLVED, that the executive officers of the Company, and each of them,
hereby are authorized, for and on behalf of the Company, to prepare and cause to
be prepared, executed and filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, one or more Registration
Statements on Form S-8 (or such other form as counsel to the Company may advise
as appropriate) for the purpose of registering participations in the Company's
Individual Profit Sharing Retirement Plan and the Company's Common Shares
underlying such participations, and to make such changes therein as they may
deem necessary or advisable, and to do or cause to be done all things necessary
or advisable in order to effect the registration under such Act of the
participations to be offered by the Company in the Individual Profit Sharing
Retirement Plan and the Company's Common Shares underlying such participations,
and to take any and all action deemed necessary or advisable by such officers to
continue such Registration Statements in effect, including the filing of one or
more post-effective amendments thereto.
FURTHER RESOLVED, that the executive officers of the Company, and each of
them, hereby are authorized, for and on behalf of the Company, to take or cause
to be taken any and all actions that they may deem necessary or advisable in
order to effect the registration, qualification or exemption of part or all of
the Company's Individual Profit Sharing Retirement Plan, and the Company's
Common Shares underlying such participations, to be offered under the securities
or Blue Sky laws of any jurisdiction of the United States of America, or Canada;
and in connection therewith, to execute, acknowledge, verify, deliver, file and
publish all such applications, reports, issuers' covenants, resolutions and
other papers and instruments as may be required under such laws, and to take any
and all further action which they may deem necessary or advisable in order to
maintain any such registration, qualification or exemption for as long as they
may deem to be in the best interests of the Company.
FURTHER RESOLVED, that James C. Gorman, Jeffrey S. Gorman, Robert E.
Kirkendall and Anthony R. Moore, and each of them, hereby are appointed as
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
aforesaid Registration Statements and any and all supplements, amendments
(including post-effective amendments), exhibits and consents thereto, and any
and all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such Registration Statements or the securities
covered thereby; and to sign and file any and all applications, reports,
covenants, resolutions and other papers and instruments in order
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to effect the foregoing registration, qualification or exemption under the
securities or Blue Sky laws of any jurisdiction of the United States of America,
or Canada, with full power and authority to do and perform any and all acts and
things whatsoever necessary or advisable to be done in the premises, and each
such act by each such attorney hereby is ratified and approved.
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 appointment.
FURTHER RESOLVED, that the executive officers of the Company, and each of
them, hereby are authorized, for and on behalf of the Company, to take any and
all action that they may deem necessary or advisable in order to register the
Company as a dealer or broker in any jurisdiction wherein such registration is
necessary or advisable in order to permit sales of the foregoing participations
and the Company's Common Shares underlying such participations; and in
connection therewith, to execute, acknowledge, verify, deliver, file and publish
all applications, reports, covenants, resolutions and other papers and
instruments as may be necessary or advisable under the securities or other laws
of such jurisdictions, and take any and all further action which they may deem
necessary or advisable in order to maintain any such registration for as long as
they may deem to be in the best interests of the Company.
FURTHER RESOLVED, that if any jurisdiction in which any of the foregoing
applications, reports or other documents are filed prescribes a form of
resolution or resolutions to be adopted by the Directors of the Company, such
form of resolution or resolutions shall be deemed to have been and hereby is
adopted, and the Secretary of, or any attorney appointed for, the Company hereby
is authorized and directed to certify the adoption of all such resolutions as
though such resolutions were adopted hereby, and all such resolutions hereby are
ordered to be annexed to the minutes of this meeting.
FURTHER RESOLVED, that the executive officers of the Company, and each of
them, hereby are authorized and directed, for and on behalf of the Company, to
execute and deliver all such documents and instruments and take all such actions
as the officer or officers so acting may approve as being necessary or advisable
to accomplish the purposes of any of the foregoing resolutions or otherwise to
consummate any of the transactions or other acts contemplated thereby or
incident thereto, and the execution and delivery of any such document or
instrument or taking of any such action by them, or any of them, shall be
conclusive evidence of the approval of the officer or officers so acting and of
their authority so to act.