EXHIBIT 24.1
CERTIFIED RESOLUTIONS
The undersigned, Secretary of Butler Manufacturing Company, a corporation
organized and existing under the laws of the State of Delaware, does hereby
certify that effective December 19, 2000, the Board of Directors of Butler
Manufacturing Company (the "Company") adopted the following Resolution in
accordance with the Bylaws, Articles of Incorporation and applicable corporate
laws of the State of Delaware, and that the Resolution adopted is still in
effect and has not been rescinded or modified as of the date hereof.
"NOW, THEREFORE, BE IT RESOLVED, that John W. Huey is authorized to sign a
registration statements on Form S-8 (the "S-8 Registration Statement) under the
Securities Act of 1933, as amended (the "Act") with respect to the payment
obligations (the "Obligations") under the Company's Executive Deferred
Compensation Plan (the "Plan"), and any and all amendments thereto on behalf of
the principal executive officer, principal accounting officer, principal
financial officer and directors of the Company pursuant to a power or powers of
attorney duly executed by the persons holding such offices;"
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of December,
2000.
BUTLER MANUFACTURING COMPANY
By: /s/ John W. Huey
John W. Huey,
Secretary
