<PAGE>
EXHIBIT 24
LOOKSMART, LTD.
SECRETARY'S CERTIFICATE
The undersigned, Martin E. Roberts, hereby certifies on behalf of
LookSmart, Ltd. (the "Company") that:
1. He is duly elected and acting Secretary of the Company.
2. The following is a true and correct copy of the resolutions (the
"Resolutions") adopted by the Board of Directors of the Company at a
meeting duly noticed and convened on July 25, 2000, granting certain powers
of attorney with respect to the filing of the registration statement on
Form S-8 registering 2,500,000 shares of common stock issuable upon
exercise of stock options granted under the Company's 1998 Stock Plan:
"RESOLVED: That the appropriate officers of the Company are hereby
--------
authorized and directed to cause to be prepared, executed and filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act") a Registration Statement on
Form S-8, or any amendment thereof, for the registration of the 2,500,000
additional shares of common stock issuable pursuant to the Company's 1998
Stock Plan;
RESOLVED FURTHER: That Ned Brody and Martin E. Roberts, singly or jointly,
----------------
are hereby appointed as attorneys-in-fact to sign the Registration
Statement on behalf of this Company's principal executive officer, its
principal financial officer and each of the members of this Board of
Directors"
IN WITNESS WHEREOF, the undersigned has executed this Certificate on September
11, 2000.
/s/ Martin E. Roberts
--------------------------
Martin E. Roberts
Secretary
