Exhibit 24
FORD MOTOR COMPANY
Certificate of Secretary
The undersigned, Peter J. Sherry, Jr., Secretary of Ford
Motor Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that
the following resolutions were adopted at a meeting of the Board of Directors of
the Company duly called and held on February 25, 2010 and that the same are in
full force and effect:
WHEREAS, pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002, on February 25, 2010, Alan Mulally,
President and Chief Executive Officer of the Company, and Lewis Booth, Executive
Vice President and Chief Financial Officer of the Company, each executed
certifications with respect to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009 ("Form 10-K Report"), which
certifications are set forth in the Form 10-K Report; and
WHEREAS, such certifications were made, in part, on
reliance of the assurances given by the Company’s Disclosure Committee,
co-chaired by David G. Leitch, Group Vice President and General
Counsel of the Company, and Bob Shanks, Vice President and Controller of the
Company, which committee oversees the preparation of the Company’s annual and
quarterly reports.
NOW, THEREFORE, BE IT:
RESOLVED, That the draft Form 10-K Report presented to this
meeting to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended, be and
hereby is in all respects authorized and approved; that the directors and
appropriate officers of the Company, and each of them, be and hereby are
authorized to sign and execute in their own behalf, or in the name and on behalf
of the Company, or both, as the case may be, the Form 10-K Report, and any and
all amendments thereto, with such changes therein as such directors or officers
may deem necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof; and that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause the Form 10-K Report and any such
amendments, so executed, to be filed with the Commission.
RESOLVED, That each officer and director who may be
required to sign and execute the Form 10-K Report or any amendment thereto or
document in connection therewith (whether in the name and on behalf of the
Company, or as an officer or director of the Company, or otherwise), be and
hereby is authorized to execute a power of attorney appointing
R. L. Shanks, D. G. Leitch,
P. J. Sherry, Jr., L. J. Ghilardi and
R. Z. Richmond, and each of them, severally, his or her true and
lawful attorney or attorneys to sign in his or her name, place and stead in any
such capacity the Form 10-K Report and any and all amendments thereto and
documents in connection therewith, and to file the same with the Commission,
each of said attorneys to have power to act with or without the other, and to
have full power and authority to do and perform in the name and on behalf of
each of said officers and directors who shall have executed such power of
attorney, every act whatsoever which such attorneys, or any of them, may deem
necessary, appropriate or desirable to be done in connection therewith as fully
and to all intents and purposes as such officers or directors might or could do
in person.
WITNESS my hand as of this 25th day
of February, 2010.
| /s/ Peter J. Sherry, Jr. | ||
| Peter J. Sherry, Jr. | ||
| Secretary | ||
| (SEAL) |
Exhibit 24 (Continued)
POWER OF ATTORNEY WITH RESPECT TO
ANNUAL REPORT OF FORD MOTOR COMPANY ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
Each of the undersigned, a director or officer of Ford
Motor Company, appoints each of R. L. Shanks, D. G. Leitch,
P. J. Sherry, Jr., L. J. Ghilardi and
R. Z. Richmond his or her true and lawful attorney and agent to do any
and all acts and things and execute any and all instruments which the attorney
and agent may deem necessary or advisable in order to enable Ford Motor Company
to comply with the Securities Exchange Act of 1934, and any requirements of the
Securities and Exchange Commission, in connection with the Annual Report of Ford
Motor Company on Form 10-K for the year ended December 31, 2009 and any and all
amendments thereto, as authorized at a meeting of the Board of Directors of Ford
Motor Company duly called and held on February 25, 2010 including, but not
limited to, power and authority to sign his or her name (whether on behalf of
Ford Motor Company, or as a director or officer of Ford Motor Company, or by
attesting the seal of Ford Motor Company, or otherwise) to such instruments and
to such Annual Report and any amendments thereto, and to file them with the
Securities and Exchange Commission. Each of the undersigned ratifies
and confirms all that any of the attorneys and agents shall do or cause to be
done by virtue hereof. Any one of the attorneys and agents shall
have, and may exercise, all the powers conferred by this
instrument.
Each of the undersigned has signed his or her name as of
the 25th day
of February, 2010:
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/s/ William Clay Ford, Jr.
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(William Clay Ford, Jr.)
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/s/ Stephen G. Butler
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(Stephen G. Butler)
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/s/ Kimberly A. Casiano
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(Kimberly A. Casiano)
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/s/ Anthony F. Earley, Jr.
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(Anthony F. Earley, Jr.)
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/s/ Edsel B. Ford II
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(Edsel B. Ford II)
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/s/ Richard A. Gephardt
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(Richard A. Gephardt)
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/s/ Irvine O. Hockaday, Jr.
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(Irvine O. Hockaday, Jr.)
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/s/ Richard A. Manoogian
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(Richard A. Manoogian)
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/s/ Ellen R. Marram
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(Ellen R. Marram)
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/s/ Alan Mulally
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(Alan Mulally)
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/s/ Homer A. Neal
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(Homer A. Neal)
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/s/ Gerald L. Shaheen
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(Gerald L. Shaheen)
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/s/ John L. Thornton
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(John L. Thornton)
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/s/ Lewis Booth
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(L.W.K. Booth)
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/s/ Bob Shanks
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(Bob Shanks)
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