MINNESOTA MINING & MANUFACTURING CO
S-4, EX-24, 2000-11-13
ABRASIVE, ASBESTOS & MISC NONMETALLIC MINERAL PRODS
Previous: MINNESOTA MINING & MANUFACTURING CO, S-4, EX-23.2, 2000-11-13
Next: MINNESOTA MINING & MANUFACTURING CO, S-4, EX-99.1, 2000-11-13




                                                                 Exhibit 24

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors and the
Principal   Financial  and  Accounting  Officer  of  MINNESOTA  MINING  AND
MANUFACTURING  COMPANY,  a  Delaware  corporation,  hereby  constitute  and
appoint Livio D. DeSimone,  Robert J.  Burgstahler,  John J. Ursu, Roger P.
Smith, Janet L. Yeomans and Gregg M. Larson, or any of them, their true and
lawful  attorneys-in-fact  and agents,  and each of them with full power to
act without the others,  for them and in their name,  place,  and stead, in
any and all  capacities,  to do any and all acts and things and execute any
and all  instruments  which said attorneys and agents may deem necessary or
desirable to enable  MINNESOTA MINING AND  MANUFACTURING  COMPANY to comply
with  the  Securities  Act of  1933,  as  amended,  to file a  registration
statement  or  statements  covering  not  to  exceed  1,600,000  shares  of
outstanding  common  stock  of this  Corporation  which  may be  issued  in
connection  with the  acquisition  Robinson  Nugent,  Inc.  and any and all
registration   and/or   qualification  (or  exemption   therefrom)  of  the
Corporation's  common stock for issue, offer, sale, or trade under the Blue
Sky or securities laws of any of the states of the United States of America
or the  District  of  Columbia  and in  connection  therewith  to  prepare,
execute,  certify,  acknowledge,  verify,  deliver,  file  or  cause  to be
published  any  applications,  reports,  consents  to service  of  process,
appointments  of  attorneys  to receive  service of process,  and all other
documents or instruments which 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 such  registration or  qualification  for as long as they
deem  necessary  or as  required by law,  and that this Board of  Directors
hereby  adopts  the form of any and all  resolutions  required  by any such
state  authority  to be filed  in  connection  with  any such  application,
report, consent to service of process,  appointment of attorneys to receive
service of process or other document or instrument if (1) in the opinion of
the officer so acting,  the  adoption of such  resolution  is  necessary or
advisable, and (2) the Secretary evidences such adoption by filing with the
minutes of this meeting copies of such  resolutions,  which shall thereupon
be deemed to be adopted by this Board of Directors and  incorporated in the
minutes  as part of this  resolution  with the same  force and effect as if
presented and adopted at this meeting.

     IN WITNESS  WHEREOF,  the undersigned  have subscribed  these presents
this 14th day of August, 2000.

       /s/ Livio D. DeSimone                      /s/ Robert J. Burgstahler
-----------------------------------          -----------------------------------
Livio D. DeSimone, Chairman of the           Robert J. Burgstahler, Vice
Board and Chief Executive Officer,           President, Principal Accounting
Director                                     Officer


       /s/ Linda G. Alvarado                      /s/ Rozanne L. Ridgway
-----------------------------------          -----------------------------------
Linda G. Alvarado, Director                  Rozanne L. Ridgway, Director


       /s/ Ronald O. Baukol                       /s/ Frank Shrontz
-----------------------------------          -----------------------------------
Ronald O. Baukol, Director                   Frank Shrontz, Director


       /s/ Edward M. Liddy                        /s/ F. Alan Smith
-----------------------------------          -----------------------------------
Edward M. Liddy, Director                    F. Alan Smith, Director


       /s/ Aulana L. Peters
-----------------------------------
Aulana L. Peters, Director



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission