EX-24 2 poa.htm POWER OF ATTORNEY
ELIZABETH CHOLAWSKY

POWER OF ATTORNEY

FOR SECTION 16 REPORTING PURPOSES



 Know all by these presents, that the undersigned hereby constitutes and appoints Douglas

Schirle, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:



(1) prepare, execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance

with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and

any other forms or reports the undersigned may be required to file in connection with the

undersigned's ownership, acquisition, or disposition of securities of GSI Technology, Inc.

(the "Company");



(2) do and perform any and all acts for and on behalf of the undersigned which may be

necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or

report, and timely file such form or report with the United States Securities and Exchange

Commission and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing, which, in

the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally

required by, the undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be

in such form and shall contain such terms and conditions as such attorney-in-fact may

approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to such attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and

powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in

such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of

the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

September 25, 2019.

ELIZABETH CHOLAWSKY





/s/ Elizabeth Cholawsky









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