<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 10th day of July, 2000.
/s/ JOHN A. SCHOFIELD
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<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 14th day of July, 2000.
/s/ KEITH E. PRATT
---------------------------
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 14th day of July, 2000.
/s/ JUDE RADESKI
------------------------
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 7th day of July, 2000.
/s/ DONALD GREEN
-------------------------
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 11 day of July, 2000.
/s/ HERBERT M. DWIGHT, JR.
--------------------------------
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 14th day of July, 2000.
/s/ RUANN F. ERNST
-------------------------
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 6th day of July, 2000.
/s/ CLIFFORD H. HIGGERSON
-------------------------------
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 8th day of July, 2000.
/s/ DAN RASDAL
---------------------
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Advanced Fibre Communications, Inc., a Delaware corporation
(the "Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints Amy M. Paul and Keith E. Pratt, or any of them, his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign the aforementioned Registration Statement and any
related registration statement filed under Rule 462(b) under the Securities Act
of 1933 (and any and all amendments thereto, including post-effective
amendments) 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 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 he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 11th day of July, 2000.
/s/ ALEX SOZONOFF
-----------------------
