EX-24.1 5 ex24-1soespsx82x19.htm EXHIBIT 24.1 Exhibit


Exhibit 24.1
February 11, 2019


Thomas A. Fanning, Andrew W. Evans 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 by the Company of additional shares of its common stock under The Southern Company Employee Savings Plan, in an amount not to exceed 35,000,000 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 necessary or appropriate amendment or amendments (including post-effective amendments) thereto and 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
 







- 2 -



/s/Janaki Akella
 
/s/John D. Johns
Janaki Akella
 
John D. Johns


/s/Juanita Powell Baranco
 
/s/Dale E. Klein
Juanita Powell Baranco
 
Dale E. Klein


/s/Jon A. Boscia
 
/s/Ernest J. Moniz
Jon A. Boscia
 
Ernest J. Moniz


/s/Henry A. Clark III
 
/s/William G. Smith, Jr.
Henry A. Clark III
 
William G. Smith, Jr.


/s/Anthony F. Earley, Jr.
 
/s/Steven R. Specker
Anthony F. Earley, Jr.
 
Steven R. Specker


/s/Thomas A. Fanning
 
/s/Larry D. Thompson
Thomas A. Fanning
 
Larry D. Thompson


/s/David J. Grain
 
/s/E. Jenner Wood III
David J. Grain
 
E. Jenner Wood III


/s/Veronica M. Hagen
 
/s/Andrew W. Evans
Veronica M. Hagen
 
Andrew W. Evans


/s/Donald M. James
 
/s/Ann P. Daiss
Donald M. James
 
Ann P. Daiss







- 3 -


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

- - - - - - - - - - - -

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 Securities and Exchange Commission with respect to the issuance and sale by the Company of additional shares of Common Stock under the Employee Savings 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, Andrew W. Evans and Melissa K. Caen;

- - - - - - - - - - - -

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 February 11, 2019, 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:   February 25, 2019
 
THE SOUTHERN COMPANY



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