Message-ID: <19466989.1075844782323.JavaMail.evans@thyme> Date: Fri, 6 Apr 2001 04:48:00 -0700 (PDT) From: cheryl.nelson@enron.com To: sara.shackleton@enron.com Subject: Re: More reasons we need to revise the ENA authorized traders list generally and right away Cc: stephanie.panus@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: stephanie.panus@enron.com X-From: Cheryl Nelson X-To: Sara Shackleton X-cc: Stephanie Panus X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Nelson X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Right. For sure, the authority is not invalidated if the issue is that some officer is simply not named, but that is not the main problem whith our documents. In any case, [on this first point], putting Gary's name on the list of officers since he is the officer signing will avoid potential problems and questions from brokers. What WOULD invalidate the authority, however, is if the secretary's statement provides that only officers providing certain positions can open accounts and no such officers/positions exist. This is the case with our ENA documents. If you look at them you will see that there are obvious errors - in particular, read the secretary's statement and note the inconsistencies/errors compared to the authorized officers list. We need to change these immediately today so I will stop by and talk to you and/or Stephanie about what corrections need to be made. Thanx. Cheryl Nelson Senior Counsel EB3816 (713) 345-4693 Sara Shackleton@ECT 04/05/2001 05:35 PM To: Cheryl Nelson/NA/ENRON@ENRON cc: Stephanie Panus/NA/Enron@Enron Subject: Re: More reasons we need to revise the ENA authorized traders list generally and right away Cheryl: Just a bit of history: I think that the partial listing of officers on the (authorized traders) list is only meant to be illustrative of corporate officers and directors. The ENA unanimous consent for the relevant company is the authority for document execution. If, for example, a VP is authorized to execute for a particular company (by virtue of a corporate resolution or unanimous consent) and that particular VP's name does not appear in the partial listing, exection is not invalidated. The execution is valid. Have you had a broker question ENA's authority? Sara Shackleton Enron North America Corp. 1400 Smith Street, EB 3801a Houston, Texas 77002 713-853-5620 (phone) 713-646-3490 (fax) sara.shackleton@enron.com Cheryl Nelson@ENRON Sent by: Cheryl Nelson@ENRON 04/05/2001 03:57 PM To: Stephanie Panus/NA/Enron@Enron cc: Sara Shackleton/HOU/ECT@ECT, Keegan Farrell/NA/Enron@Enron Subject: More reasons we need to revise the ENA authorized traders list generally and right away Hey Stephanie, we need to revise this list because it does not make sense at least with respect to ENA. It does not list key people (e.g. Gary) and it is inconsistent with the resolutions. For example, the resolutions say that a managing director and treasurer can be a designated person to open an account but ENA does not have such an officer. There are MD's and then there is a VP and Treasurer. There are I think other inconsistencies we need to clear up to avoid having the accounts invalidated. Having these points clear is especially important where, like now, we won't have Gary or Mark Frevert sign because they are out of town and we need to open the account right away. I know you are swamped so I will work tonight on revising the List for ENA tonight and give the revisions to do first thing in the morning. Can you revise the List for ECT today (or just doublecheck it) so that we do not have a hold up in executing the Goldman International account for ECT first thing in the morning. I promised Sheila Glover we would execute it right away. Did we open any ENA accounts in the past two weeks and if so, just to be clear, can we send them a list that includes Gary's name and title if he signed. Cheryl Nelson Senior Counsel EB3816 (713) 345-4693