1
EXHIBIT 24.1
NCS HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that NCS HealthCare, Inc. hereby
constitutes and appoints Jon H. Outcalt, Kevin B. Shaw, Jeffrey R. Steinhilber,
Thomas F. McKee, John J. Jenkins and David A. Basinski, Jr., or any one or more
of them, its attorneys-in-fact and agents, each with full power of substitution
and resubstitution for it in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio this 12th day of September, 1997.
NCS HEALTHCARE, INC.
By: /s/ Jon H. Outcalt
----------------------
Jon H. Outcalt,
Chairman of the Board
2
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare, Inc., a Delaware
corporation (the "Company"), do hereby certify that the following is a true copy
of a resolution adopted by the Board of Directors on July 16, 1997, and that the
same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements"), with
respect to the Debentures and the shares of Class A Common Stock issuable upon
the conversion of any or all of the Debentures, under the Securities Act, and to
prepare or cause to be prepared any amendments to such Registration Statements
(including post-effective amendments), and preliminary prospectuses and
prospectuses and any amendments or supplements to such preliminary prospectuses
or prospectuses, to cause the same to be filed with the Commission, and to take
any and all action that any such officer shall deem necessary or desirable in
connection therewith.
/s/ Kevin B. Shaw
-----------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
3
EXHIBIT 24.1
(CONTINUED)
ADVANCED RX SERVICES, INC.
CERTIFIED RESOLUTION
I, Judith Bradac, Secretary of Advanced Rx Services, Inc., a New Jersey
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Judith Bradac
------------------------
Judith Bradac
Secretary
Dated: September 12, 1997
4
EXHIBIT 24.1
(CONTINUED)
CHESHIRE LONG TERM CARE PHARMACY, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of Cheshire Long Term Care Pharmacy, Inc.,
a Connecticut corporation (the "Corporation"), do hereby certify that the
following is a true copy of a resolution adopted by the Board of Directors on
September 12, 1997, and that the same has not been changed and remains in full
force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
-----------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
5
EXHIBIT 24.1
(CONTINUED)
HLF ADULT HOME PHARMACY CORP.
CERTIFIED RESOLUTION
I, Jeffrey R. Steinhilber, Secretary of HLF Adult Home Pharmacy Corp.,
a New York corporation (the "Corporation"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on September
12, 1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jeffrey R. Steinhilber
----------------------------------
Jeffrey R. Steinhilber
Secretary
Dated: September 12, 1997
6
EXHIBIT 24.1
(CONTINUED)
KINETIC SERVICES, INC.
CERTIFIED RESOLUTION
I, Jon H. Outcalt, Secretary of Kinetic Services, Inc., a California
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jon H. Outcalt
------------------------
Jon H. Outcalt
Secretary
Dated: September 12, 1997
7
EXHIBIT 24.1
(CONTINUED)
LOOK DRUG STORES, INC.
CERTIFIED RESOLUTION
I, Jeffrey R. Steinhilber, Secretary of Look Drug Stores, Inc., a
Wisconsin corporation (the "Corporation"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on September
12, 1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber
Secretary
Dated: September 12, 1997
8
EXHIBIT 24.1
(CONTINUED)
MANAGEMENT & NETWORK SERVICES, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of Management & Network Services, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
----------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
9
EXHIBIT 24.1
(CONTINUED)
MEDI CENTRE, INC.
CERTIFIED RESOLUTION
I, Jeffrey R. Steinhilber, Secretary of Medi Centre, Inc., a Michigan
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jeffrey R. Steinhilber
------------------------------
Jeffrey R. Steinhilber
Secretary
Dated: September 12, 1997
10
EXHIBIT 24.1
(CONTINUED)
NCS DAVEN DRUG, INC.
CERTIFIED RESOLUTION
I, Jon H. Outcalt, Secretary of NCS Daven Drug, Inc., an Ohio
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jon H. Outcalt
---------------------------
Jon H. Outcalt
Secretary
Dated: September 12, 1997
11
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF ARKANSAS, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Arkansas, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
12
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF CALIFORNIA, INC.
CERTIFIED RESOLUTION
I, Jon H. Outcalt, Secretary of NCS HealthCare of California, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jon H. Outcalt
------------------------------
Jon H. Outcalt
Secretary
Dated: September 12, 1997
13
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF FLORIDA, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Florida, Inc., an Ohio
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
----------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
14
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF ILLINOIS, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Illinois, Inc., an
Illinois corporation (the "Corporation"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on September
12, 1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
----------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
15
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF INDIANA, INC.
CERTIFIED RESOLUTION
I, Jeffrey R. Steinhilber, Secretary of NCS HealthCare of Indiana,
Inc., an Indiana corporation (the "Corporation"), do hereby certify that the
following is a true copy of a resolution adopted by the Board of Directors on
September 12, 1997, and that the same has not been changed and remains in full
force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jeffrey R. Steinhilber
--------------------------------
Jeffrey R. Steinhilber
Secretary
Dated: September 12, 1997
16
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF IOWA, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Iowa, Inc., an Ohio
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
17
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF KANSAS, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Kansas, Inc., an Ohio
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
18
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF KENTUCKY, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Kentucky, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
19
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF MARYLAND, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Maryland, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
20
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF MICHIGAN, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Michigan, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
21
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF MODESTO, INC.
CERTIFIED RESOLUTION
I, Jon H. Outcalt, Secretary of NCS HealthCare of Modesto, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jon H. Outcalt
--------------------------------
Jon H. Outcalt
Secretary
Dated: September 12, 1997
22
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF OHIO, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Ohio, Inc., an Ohio
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
23
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF OKLAHOMA, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Oklahoma, Inc., an
Oklahoma corporation (the "Corporation"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on September
12, 1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
24
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF OREGON, INC.
CERTIFIED RESOLUTION
I, Judith Bradac, Secretary of NCS HealthCare of Oregon, Inc., an Ohio
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Judith Bradac
--------------------------------
Judith Bradac
Secretary
Dated: September 12, 1997
25
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF PENNSYLVANIA, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Pennsylvania, Inc., a
Pennsylvania corporation (the "Corporation"), do hereby certify that the
following is a true copy of a resolution adopted by the Board of Directors on
September 12, 1997, and that the same has not been changed and remains in full
force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
26
EXHIBIT 24.1
(CONTINUED)
LOOMIS ENTERPRISES, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of Loomis Enterprises, Inc., a Rhode Island
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
27
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF SOUTH CAROLINA, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of South Carolina, Inc.,
an Ohio corporation (the "Corporation"), do hereby certify that the following is
a true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
28
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF VERMONT, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Vermont, Inc., an Ohio
corporation (the "Corporation"), do hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors on September 12, 1997,
and that the same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
29
EXHIBIT 24.1
(CONTINUED)
NCS HEALTHCARE OF WASHINGTON, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of NCS HealthCare of Washington, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
30
EXHIBIT 24.1
(CONTINUED)
NCS QUALITY CARE PHARMACY, INC.
CERTIFIED RESOLUTION
I, Jon H. Outcalt, Secretary of NCS Quality Care Pharmacy, Inc., an
Ohio corporation (the "Corporation"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on September 12,
1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Jon H. Outcalt
--------------------------------
Jon H. Outcalt
Secretary
Dated: September 12, 1997
31
EXHIBIT 24.1
(CONTINUED)
NCS SERVICES, INC.
CERTIFIED RESOLUTION
I, Judith Bradac, Secretary of NCS Services, Inc., an Ohio corporation
(the "Corporation"), do hereby certify that the following is a true copy of a
resolution adopted by the Board of Directors on September 12, 1997, and that the
same has not been changed and remains in full force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Judith Bradac
--------------------------------
Judith Bradac
Secretary
Dated: September 12, 1997
32
EXHIBIT 24.1
(CONTINUED)
RESCOT SYSTEMS GROUP, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of Rescot Systems Group, Inc., a
Pennsylvania corporation (the "Corporation"), do hereby certify that the
following is a true copy of a resolution adopted by the Board of Directors on
September 12, 1997, and that the same has not been changed and remains in full
force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
33
EXHIBIT 24.1
(CONTINUED)
THRIFTY MEDICAL SUPPLY, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of Thrifty Medical Supply, Inc., an
Oklahoma corporation (the "Corporation"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on September
12, 1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
34
EXHIBIT 24.1
(CONTINUED)
UNI-CARE HEALTH SERVICES, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of Uni-Care Health Services, Inc., a New
Hampshire corporation (the "Corporation"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on September
12, 1997, and that the same has not been changed and remains in full force and
effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997
35
EXHIBIT 24.1
(CONTINUED)
UNI-CARE HEALTH SERVICES OF MAINE, INC.
CERTIFIED RESOLUTION
I, Kevin B. Shaw, Secretary of Uni-Care Health Services of Maine, Inc.,
a New Hampshire corporation (the "Corporation"), do hereby certify that the
following is a true copy of a resolution adopted by the Board of Directors on
September 12, 1997, and that the same has not been changed and remains in full
force and effect.
RESOLVED FURTHER, that the Authorized Officers of the Corporation be,
and each of them, acting singly, hereby is, authorized and directed, on behalf
of the Corporation and in its name, to prepare or cause to be prepared a
registration statement or registration statements on any appropriate form or
forms, including exhibits (collectively, the "Registration Statements") for the
purpose of registering the Guarantee under the Securities Act, and to prepare or
cause to be prepared any amendments to such Registration Statements (including
post-effective amendments), and preliminary prospectuses and prospectuses and
any amendments or supplements to such preliminary prospectuses or prospectuses,
to cause the same to be filed with the Commission, and to take any and all
action that any such officer shall deem necessary or desirable in connection
therewith.
/s/ Kevin B. Shaw
--------------------------------
Kevin B. Shaw
Secretary
Dated: September 12, 1997