Subject: Re: FW: Revisiting Annual Elections for Domestic Entities
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Date: Thu, 22 Feb 2001 07:00:00 -0800 (PST)

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: [email-masked]