OPPENHEIMER MAIN STREET OPPORTUNITY FUND
N-1A/A, EX-24, 2000-08-28
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                   OPPENHEIMER MAIN STREET OPPORTUNITY FUND

                       CERTIFIED RESOLUTIONS OF THE BOARD

                                _________, 2000

At a  meeting  of the  Board  for the  above-named  fund  (the  "Fund")  held on
________,  2000, the members  thereof by unanimous vote of those present adopted
and approved the following resolutions:

      "RESOLVED, that Andrew J. Donohue or Robert G. Zack, and each of them, be,
and the same hereby is, appointed the  attorney-in-fact  and agent of Bridget A.
Macaskill,  as President of the Fund (Principal Executive Officer), and Brian W.
Wixted, as Treasurer of the Fund (Principal  Financial and Accounting  Officer),
with full power of  substitution  and  resubstitution,  to sign on the behalf of
such officers of the Fund any and all  Registration  Statements  (including  any
post-effective  amendments to such Registration Statements) under the Securities
Act of 1933  and the  Investment  Company  Act of 1940  and any  amendments  and
supplements thereto, and other documents in connection  thereunder,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith, with the Securities and Exchange Commission; and be it further

      RESOLVED,  that  Andrew J.  Donohue or Robert G.  Zack,  and each of them,
hereby is authorized,  empowered and directed,  in the name and on behalf of the
Fund, to take such additional  action and to execute and deliver such additional
documents and  instruments  as any of them may deem  necessary or appropriate to
implement  the  provisions of the  foregoing  resolution,  the authority for the
taking of such  action and the  execution  and  delivery of such  documents  and
instruments  of such  documents and  instruments  to be  conclusively  evidenced
thereby."

In witness  whereof,  the undersigned has hereunto set his hand this __th day of
______, 2000.



                               /s/ Robert G. Zack
                               Robert G. Zack, Assistant Secretary










Orgzn/mainPOA


<PAGE>


                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution, for him and in his capacity as Chairman of the Board of Trustees
of Oppenheimer Main Street Opportunity Fund (the "Fund"),  to sign on his behalf
any and all Registration Statements (including any post-effective  amendments to
Registration  Statements)  under  the  Securities  Act of 1933,  the  Investment
Company  Act of 1940 and any  amendments  and  supplements  thereto,  and  other
documents  in  connection  thereunder,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  and each of them, may
lawfully do or cause to be done by virtue hereof.


Dated this ____ day of ____, 2000.





/s/ William L. Armstrong
William L. Armstrong


<PAGE>


                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for her and in her capacity as President,  Principal  Executive
Officer and Trustee of Oppenheimer Main Street Opportunity Fund (the "Fund"), to
sign  on  her  behalf  any  and  all  Registration   Statements  (including  any
post-effective  amendments to Registration  Statements) under the Securities Act
of 1933, the Investment  Company Act of 1940 and any amendments and  supplements
thereto,  and other  documents in connection  thereunder,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully as to all intents  and  purposes as she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.


Dated this ____ day of ____, 2000.





/s/ Robert G. Avis
Robert G. Avis


<PAGE>


                                POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his capacity as Treasurer  of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on his  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of ____, 2000.





/s/ George C. Bowen
George C. Bowen


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his capacity as Trustee of the Board of Trustees
of Oppenheimer Main Street Opportunity Fund (the "Fund"),  to sign on his behalf
any and all Registration Statements (including any post-effective  amendments to
Registration  Statements)  under  the  Securities  Act of 1933,  the  Investment
Company  Act of 1940 and any  amendments  and  supplements  thereto,  and  other
documents  in  connection  thereunder,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  and each of them, may
lawfully do or cause to be done by virtue hereof.


Dated this ____ day of _____, 2000.





/s/ Edward L. Cameron
Edward L. Cameron


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on his  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of ______, 2000.





/s/ Jon S. Fossel
Jon S. Fossel


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for her and in her  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on her  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
she might or could do in person,  hereby  ratifying and confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of ______, 2000.





/s/ Sam Freedman
Sam Freedman


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on his  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of _____, 2000.





/s/ Raymond J. Kalinowski
Raymond J. Kalinowski


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on his  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of _____, 2000.





/s/ C. Howard Kast
C. Howard Kast


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on his  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of _____, 2000.





/s/ Robert M. Kirchner
Robert M. Kirchner


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on his  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of ____, 2000.





/s/ Bridget A. Macaskill
Bridget A. Macaskill


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for her and in her  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on her  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
she might or could do in person,  hereby  ratifying and confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of ____, 2000.





/s/ F. William Marshall, Jr.
F. William Marshall, Jr.


<PAGE>



                          POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS,  that the undersigned constitutes and
appoints  Andrew J.  Donohue or Robert G. Zack,  and each of them,  his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him and in his  capacity  as  Trustee of  Oppenheimer  Main
Street  Opportunity  Fund  (the  "Fund"),  to  sign  on his  behalf  any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and  supplements  thereto,  and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.


Dated this ____ day of ____, 2000.





/s/ James C. Swain
James C. Swain



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