Exhibit 24.1

                                September 2, 2021

                               POWER OF ATTORNEY

                      FOR SECTION 16 REPORTING OBLIGATIONS

    KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Matthew A. Kaminer, Spencer Kirton, Bradley Reed and Michael
Keeley signing singly, the undersigned's true and lawful attorney-in-fact to:
(i) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director and/or owner of greater than 10% of the
outstanding shares of common stock of Instructure Holdings, Inc., a Delaware
corporation (the "Company"), Forms 3, 4 and 5 (including any amendments,
supplements or exhibits thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder; (ii) 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 (including any
amendments, supplements or exhibits thereto) and timely file such form with the
United States Securities and Exchange Commission (the "SEC") and any stock
exchange or similar authority, including the New York Stock Exchange, and
including without limitation the filing of a Form ID or any other documents
necessary or appropriate to enable the undersigned to file the Form 3, 4 and 5
electronically with the SEC; (iii) seek or obtain, as the undersigned's
representative and on the undersigned's behalf, information on transactions in
the Company's securities from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to each of the undersigned's
attorneys-in-fact appointed by this Power of Attorney and ratifies any such
release of information; and (iv) 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 each 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 attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are 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 date first written above.


                                                Signed and acknowledged:

                                                /s/  Lloyd G. "Buzz" Waterhouse
                                                --------------------------------
                                                Lloyd G. "Buzz" Waterhouse