Message-ID: <26558182.1075863632623.JavaMail.evans@thyme>
Date: Fri, 5 May 2000 04:52:00 -0700 (PDT)
From: walt.zimmerman@enron.com
To: steve.duffy@enron.com
Subject:  Annual Election of EOTT Directors and Committees
Cc: michael.burke@enron.com, stanley.horton@enron.com, rbaird@velaw.com
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EOTT's bylaws currently require that we have a Chairman of the Board.  As a 
result of amendments to the bylaws that were made in 1994, the duties of the 
Chairman of the Board are quite limited.  The bylaws provide that "the 
Chairman of the Board shall preside at all meetings of the stockholders and 
of the Board of Directors.  The Chairman of the Board shall act as a liaison 
between the officers of the Corporation and the Board of Directors."



	Steve Duffy
	05/05/2000 10:59 AM
		
		 To: Michael Burke/Houston/Eott@Eott
		 cc: Stanley Horton/Corp/Enron@Enron, Walt Zimmerman/Houston/Eott@Eott
		 Subject: Re: Annual Election of EOTT Directors and Committees


	


Ted Gaylord has advised that he no longer wishes to serve as Board Chairman, 
although he does intend to remain on the Board.  There appear to be no other 
changes.  Suggest the four of us discuss the " Board Chairman"  situation as 
soon as possible. I have a call into Baird to explore (1) whether we need a 
Board Chairman per se, and (2) whether there will be any "disclosure" issues 
around Ted stepping down as Board Chairman.  SWD



	Michael Burke
	05/05/2000 09:14 AM
		
		 To: Walt Zimmerman/Houston/Eott@Eott
		 cc: Stanley Horton/Corp/Enron@Enron, Steve Duffy/Houston/Eott@Eott
		 Subject: Re: Annual Election of EOTT Directors and Committees

Walt, I am not aware of any Board changes being considered but you should 
call Stan and Ted to see if they have any suggestions.
I would like to see a draft today.




	Walt Zimmerman
	05/04/00 06:49 PM
		 
		 To: Michael Burke/Houston/Eott@Eott
		 cc: Stanley Horton/Corp/Enron@Enron, Steve Duffy/Houston/Eott@Eott
		 Subject: Annual Election of EOTT Directors and Committees

Prior to the distribution of materials for the May 15 EOTT Board of Directors 
meeting, the sole shareholder (Enron Liquids Holding Corp.) needs to reelect 
EOTT's Board of Directors.  This will be accomplished by a written consent 
that will be executed on behalf of Enron Liquids Holding Corp.

Also, at the May 15 meeting, EOTT's directors will elect the members of the 
Audit Committee and the Compensation Committee for the next year.

Are you aware of any changes to the EOTT Board, the Audit Committee, or the 
Compensation Committee?  In some past years, Ted Gaylord has polled the 
outside directors to ensure that they intended to continue their service on 
EOTT's Board and committees.  If you would like, I will ask Ted to poll the 
outside directors again this year as to their intentions for continued 
service.

Also, we need to start preparing an agenda for the May 15 meeting.  If you 
would like, I will forward to you tomorrow a draft agenda that is based on 
last year's "annual meeting" agenda.

Please let me know your thoughts on these matters.   Thanks.