BELLSOUTH CORP
S-8, EX-24, 2000-12-21
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                Exhibit 24
                            Powers of Attorney


                             POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), proposes to
file with the  Securities and Exchange  Commission,  under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW THEREFORE,  each of the undersigned hereby constitutes and appoints F. Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them,  as  attorneys  for him in his  name,  place  and  stead in each of his
respective  capacities  in the  Company,  to  execute  and cause to be filed the
Registration  Statement  with respect to the  securities  to be offered and sold
under the Registration Statement therein described and thereafter to execute and
file  an  amended  registration   statement  or  statements  and  post-effective
amendment or amendments to increase or  deregister  securities,  to withdraw the
Registration  Statement  or  otherwise,  hereby  giving  and  granting  to  said
attorneys full power and authority (including substitution and revocation) to do
and perform all and every act and thing whatsoever requisite and necessary to be
done in and about the  premises as fully,  to all intents  and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

IN WITNESS  WHEREOF,  each of the  undersigned  has hereunto set his hand on the
date indicated.

/s/ F.D. Ackerman                   Dec 21 2000
F. Duane Ackerman                   Date
Chairman of the Board,
President and Chief Executive
Officer, Director
(Principal Executive Officer)


/s/ R.M. Dykes                      Dec 21 2000
Ronald M. Dykes                     Date
Chief Financial Officer
(Principal Financial Officer)


/s/ W. Patrick Shannon              Dec 21 2000
W. Patrick Shannon                  Date
Vice President - Finance and
   Supply Chain Management
(Principal Accounting Officer)
<PAGE>

                                   POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ Reuben V. Anderson
Reuben V. Anderson
Director



12-15-00
Date
<PAGE>


                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ James H. Blanchard
James H. Blanchard
Director



Dec 21 2000
Date
<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ J. Hyatt Brown
J. Hyatt Brown
Director



Dec 21 2000
Date
<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ Armando M. Codina
Armando M. Codina
Director



12/15/00
Date


<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ James P. Kelly
James P. Kelly
Director



Dec 21 2000
Date





<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ Joseph M. Magliochetti
Joseph M. Magliochetti
Director



12/15/00
Date


<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ John G. Medlin, Jr.
John G. Medlin, Jr.
Director



12-15-00
Date
<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ Leo F. Mullin
Leo F. Mullin
Director



Dec 21 2000
Date

<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for her in her name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as she might or could do if personally  present at the doing thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set her hand on the date
indicated.




/s/ Robin B. Smith
Robin B. Smith
Director



12/18/00
Date

<PAGE>

                                                 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),  proposes
to file with the Securities and Exchange Commission, under the Securities Act of
1933, as amended,  a registration  statement (the  "Registration  Statement") to
register Common Stock to be issued under the BellSouth Corporation Stock Plan.

NOW  THEREFORE,  the  undersigned  hereby  constitutes  and  appoints  F.  Duane
Ackerman,  Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,  and each
of them, as attorneys for him in his name,  place and stead to execute and cause
to be filed the  Registration  Statement  with respect to the  securities  to be
offered  and  sold  under  the  Registration  Statement  therein  described  and
thereafter to execute and file an amended  registration  statement or statements
and post-effective amendment or amendments to increase or deregister securities,
to withdraw the Registration Statement or otherwise,  hereby giving and granting
to  said  attorneys  full  power  and  authority  (including   substitution  and
revocation) to do and perform all and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises as fully,  to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

IN  WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand on the date
indicated.




/s/ William S. Stavropoulos
William S. Stavropoulos
Director



12/15/00
Date


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