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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 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 December 2, 1999 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rescinded or modified and are in full force and effect on the date hereof.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 15th day of December, 1999.
/s/ Robert E. Kirkendall
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Robert E. Kirkendall,
Vice President -- Corporate
Development & Secretary
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Exhibit A
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THE GORMAN-RUPP COMPANY
Resolutions Adopted by the Board of Directors
at a Meeting Held on December 2, 1999
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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 (i) the
Company's Common Shares to be offered under the Company's Individual Profit
Sharing Retirement Plan, and (ii) an indeterminate amount of interests in such
Plan that are separate securities, 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 Company's
Common Shares to be offered under such Plan and the interests in such Plan, 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 Common Shares to be offered under the Company's
Individual Profit Sharing Retirement Plan, and an indeterminate amount of
interests in such Plan that are separate securities, 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 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 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
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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
Common Shares of the Company to be offered under the Company's Individual Profit
Sharing Retirement Plan, and an indeterminate amount of interests in such Plan
that are separate securities; 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.