EX-24.1 4 soodsps-824x16x15.htm EXHIBIT 24.1 SO ODSP S-8 24-1 6-15


Exhibit 24.1
April 20, 2015


Thomas A. Fanning, Art P. Beattie and Melissa K. Caen


Gentlemen and Ms. Caen:

The Southern Company (the “Company”) proposes to file with the Securities and Exchange Commission a registration statement or statements under the Securities Act of 1933, as amended, with respect to the issuance and sale of shares of its common stock pursuant to and in accordance with the Outside Directors Stock Plan for The Southern Company and its Subsidiaries, in an amount not to exceed 1,000,000 shares, and any necessary or appropriate amendments (including post-effective amendments) to such registration statement or statements.

The Company and the undersigned directors and officers of the Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney (with full power of substitution) for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission the aforementioned registration statement or statements and any appropriate amendment or amendments (including post-effective amendments) thereto or any necessary exhibits.

The Company hereby authorizes you or any one of you to execute said registration statement or statements and any amendments (including post-effective amendments) thereto on its behalf as attorney-in-fact for it and its authorized officers, and to file the same as aforesaid.

The undersigned directors and officers of the Company hereby authorize you or any of you to sign said registration statement or statements on their behalf as attorney-in-fact and any necessary or appropriate amendment or amendments (including post-effective amendments) thereto and to file the same as aforesaid.

 
Yours very truly,
 
 
 
 
 
 
THE SOUTHERN COMPANY
 
 
 
 
 
 
By
/s/Thomas A. Fanning
 
 
 
Thomas A. Fanning
Chairman, President and
Chief Executive Officer
 







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/s/Juanita Powell Baranco
Juanita Powell Baranco
/s/John D. Johns
John D. Johns


/s/Jon A. Boscia
Jon A. Boscia


/s/Dale E. Klein
Dale E. Klein


/s/Henry A. Clark III
Henry A. Clark III


/s/William G. Smith, Jr.
William G. Smith, Jr.


/s/Thomas A. Fanning
Thomas A. Fanning


/s/Steven R. Specker
Steven R. Specker


/s/David J. Grain
David J. Grain


/s/Larry D. Thompson
Larry D. Thompson


/s/Veronica M. Hagen
Veronica M. Hagen


/s/E. Jenner Wood III
E. Jenner Wood III


/s/Warren A. Hood, Jr.
Warren A. Hood, Jr.


/s/Art P. Beattie
Art P. Beattie


/s/Linda P. Hudson
Linda P. Hudson


/s/Ann P. Daiss
Ann P. Daiss


/s/Donald M. James
Donald M. James
 







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Extract from minutes of meeting of the board of directors of The Southern Company.

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RESOLVED FURTHER: That, for the purpose of signing the registration statement or statements under the Securities Act of 1933, as amended, to be filed with the Commission with respect to the issuance and sale by the Company of shares of its common stock under the Outside Directors Stock Plan and any amendment or amendments (including post-effective amendments) thereto, the Company, the members of its Board of Directors and its officers are hereby authorized to give their several powers of attorney to Thomas A. Fanning, Art P. Beattie and Melissa K. Caen;

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The undersigned officer of The Southern Company does hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted at a meeting of the board of directors of The Southern Company, duly held on April 20, 2015, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.


Dated:   June 1, 2015
 
THE SOUTHERN COMPANY



 
 
By
/s/Melissa K. Caen
 
 
 
Melissa K. Caen
Secretary