Message-ID: <29355597.1075842565879.JavaMail.evans@thyme> Date: Thu, 22 Feb 2001 07:00:00 -0800 (PST) From: drew.fossum@enron.com To: william.brown@enron.com Subject: Re: FW: Revisiting Annual Elections for Domestic Entities Cc: frazier.king@enron.com, dorothy.mccoppin@enron.com, louis.soldano@enron.com, susan.scott@enron.com, michael.moran@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: frazier.king@enron.com, dorothy.mccoppin@enron.com, louis.soldano@enron.com, susan.scott@enron.com, michael.moran@enron.com X-From: Drew Fossum X-To: William E Brown X-cc: Frazier King, Dorothy McCoppin, Louis Soldano, Susan Scott, Michael P Moran X-bcc: X-Folder: \Drew_Fossum_Dec2000_June2001_2\Notes Folders\'sent mail X-Origin: FOSSUM-D X-FileName: dfossum.nsf The way I understand the suggestion, we will always be able to change a slate if we need to. This puts more of the responsibility on us to keep the names updated if any changes need to be made. I guess I have no problem with that as long as we can develop a systematic way of handling this and then be disciplined about following that system. Bill--I suspect you will end up being our "system" so are you up to it? From: William E Brown/ENRON@enronXgate on 02/22/2001 02:41 PM To: Frazier King/FGT/Enron@ENRON, Dorothy McCoppin/FGT/Enron@ENRON, Louis Soldano/ENRON@enronXgate, Susan Scott/ENRON@enronXgate, Drew Fossum/ET&S/Enron@ENRON cc: Michael P Moran/ENRON@enronXgate Subject: FW: Revisiting Annual Elections for Domestic Entities Review the message below from the Corp., Sec., office, and let me know if you have any disagreement over their intention to alter the annual election process. (I for one do not see any problem with this, since we make changes on a regular basis.) Bill -----Original Message----- From: Kate Cole Sent: Wednesday, February 14, 2001 9:05 PM To: John Ale; AL ALEXANDERSON; Charles Cheek; James Derrick; Mark Evans; Mark E Haedicke; Elizabeth Labanowski; Bruce Lundstrom; Marc Manly; Jordan Mintz; Michael Moran; Kristina Mordaunt; Eric Newell; Janet Place; Daniel R Rogers; Rex Rogers; Molly Sample; John Schwartzenburg; Vicki Sharp; Stephen Wallace; Rob Walls; Randy Young; Denise Almoina; Martha Braddy; William E Brown; Sarah Bruck; Cindy Buckley; Kathleen Carnahan; Kim Collins; Julie Delahay; Rosy Duron; Carol Essig; Nony Flores; Brenda L Funk; Lauren Hagerty; Barbara Hankins; Ed B Hearn III; Mary J Heinitz; Robin Hill; Gina Karathanos; Sue Kelly; Deb Korkmas; Karen Lewis; LEE MARTIN; Matt Maxwell; Darlene McKeever; Wyndel McNamara; Stephanie Moorehead; Nancy Muchmore; Mary Ogden; Larry Pardue; Claudia Santos; Tami Scrudder; Norma Tidrow Cc: Hardie Davis; Rebecca Carter; Lillian Bailey; Teresa Callahan; Irene Garcia; Geneva Holland; LaShonda LaDay; Peggy Miller; Lori Pinder; Renee Rodriguez; Tanya Sanford Subject: Revisiting Annual Elections for Domestic Entities With the goals of (i) getting the corporate database as up to date as possible; and (ii) increasing the efficiency of the Corporate Services department, I would like to suggest the following changes: Given the constant restructuring of Enron there are usually several major projects in the works to change the slates of directors and/or officers. As we are handling approximately 2,500 active legal entities, it takes a great deal of time to sort out the details, handle the data entry, prepare the election consents for your review and signature line initials, and circulate for signature.. However, if we take domestic annual elections out of the equation we can solve one problem area relatively easily. As you are aware the domestic annual election project is a very large undertaking both for the Corporate Services group, and for the various legal groups. Historically, it's been a time for the operating groups to review the slates of directors, officers, and attorneys-in-fact, make changes, review again, make more changes, until the final unanimous written consent resolutions are produced, initialled, and signed by the directors or stockholder(s) - a frustrating process that has frequently taken many months to complete. I'd like to recommend to you that we reduce the annual elections to a more "administrative" function, i.e. the annual election of directors only (as required by state law). I'm suggesting that we re-elect the existing directors as of a specified date (within 13 months of the previous annual election to conform to state law), the consents are prepared, sent for your review and initials, signed by shareholder(s), and placed in the minute books, and the project is over! All other changes to the director and officer slates, and attorney-in-fact appointments are submitted by you to us in the normal course of business throughout the year. We'll send you annually the familiar slates of directors, officers, and attorneys-in-fact for your review, but the pressure on you and on us to respond to a specific election date is removed. You review the slates, discuss them within your operating groups, and choose your own date for resignations and elections, entirely separate from the annual election of directors function. I look forward to discussing this with you and/or your staff, and I'm open to any comments and suggestions that you might have. What worked well historically has become a nightmare for all concerned and it's time to open the box and re-examine the contents now, before we start all over again in June 2001! If I don't hear from you I'll assume that you agree with this suggested new format and you won't hear from us on this subject until June 2001. Best regards Kate Kate B. Cole Director, Corporate Services Enron Corp. Tel: (713) 853-1624 Fax: (713) 646-8007 Email: kate.cole@enron.com