1 EXHIBIT 24 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ Dennis E. Linville -------------------------- Dennis E. Linville 2 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ Lawrence A. Fantauzzi -------------------------------- Lawrence A. Fantauzzi 3 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ James M. Gasior -------------------------- James M. Gasior 4 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ P. Bennett Bowers -------------------------- P. Bennett Bowers 5 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ David C. Cole -------------------------- David C. Cole 6 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ George E. Gessner -------------------------- George E. Gessner 7 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /S/ William A. Hagood -------------------------- William A. Hagood 8 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ James E. Hoffman, III -------------------------- James E. Hoffman, III 9 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ Richard L. Hoover -------------------------- Richard L. Hoover 10 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ K. Ray Mahan -------------------------- K. Ray Mahan 11 POWER OF ATTORNEY The undersigned officer and/or director of Cortland Bancorp (the "Company"), does hereby constitute and appoint Rodger W. Platt my true and lawful attorney and agent, with power of substitution, to do any and all acts and things in my name and on my behalf in any and all capacities, and to execute any and all instruments for me and in my name in any and all capacities, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8 in connection with the offering of 250,000 Common Shares of the Company pursuant to the Cortland Savings and Banking Company 401(k) Plan, including specifically but without limitation, power and authority to sign for me in my name in any and all capacities, any and all amendments (including post-effective amendments) to such Registration Statement; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. /s/ Timothy K. Woofter -------------------------- Timothy K. Woofter