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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-3 for the registration of certain shares of its Common Stock
for sale and public offering by a certain Selling Shareholder, DOES HEREBY
constitute and appoint 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.
October 28, 1997 /s/ Robert G. Klimasewski
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Robert G. Klimasewski,
President, Chief Executive Officer
and Director
October 28, 1997 /s/ John A. Misiaszek
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John A. Misiaszek,
Vice President - Finance
October 28, 1997 /s/ Angelo J. Chiarella
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Angelo J. Chiarella, Director
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October 28, 1997 /s/ E. Lee Garelick
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E. Lee Garelick, Director
October 28, 1997 /s/ Nancy D. Hessler
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Nancy D. Hessler, Director
October 28, 1997 /s/ Cornelius J. Murphy
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Cornelius J. Murphy, Director
October 28, 1997 /s/ John W. Oberlies
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John W. Oberlies, Director
October 28, 1997 /s/ Harvey J. Palmer
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Harvey J. Palmer, Director
October 28, 1997 /s/ Arthur M. Richardson
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Arthur M. Richardson, Director
October 28, 1997 /s/ Philip P. Schulp
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Philip P. Schulp, Director
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3
State of New York)
County of Monroe ) ss.
On this 28th day of October, 1997, 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 28th day of October, 1997, 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 28th day of October, 1997, 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
State of New York)
County of Monroe) ss.
On this 28th day of October, 1997, 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
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4
State of New York)
County of Monroe ) ss:
On this 28th day of October, 1997, 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 28th day of October, 1997, 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 28th day of October, 1997, 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
State of New York)
County of Monroe ) ss:
On this 28th day of October, 1997, 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
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5
State of New York)
County of Monroe ) ss:
On this 28th day of October, 1997, 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
State of New York)
County of Monroe ) ss:
On this 28th day of October, 1997, before me personally came PHILIP P.
SCHULP, 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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