----- Forwarded by Elizabeth Sager/HOU/ECT on 05/10/2000 03:01 PM -----

	Christi L Nicolay
	05/09/2000 02:55 PM
		 
		 To: Elizabeth Sager/HOU/ECT@ECT
		 cc: Joe Hartsoe/Corp/Enron@Enron
		 Subject: Re: Draft Bylaws and Articles

Elizabeth -- EPMI or Enron SE Corp. will probably be members of this new 
MAIN/MAPP organization.  Can you have some corporate type comment on these 
attachments?  Thanks. 
---------------------- Forwarded by Christi L Nicolay/HOU/ECT on 05/09/2000 
02:52 PM ---------------------------


Joe Hartsoe@ENRON
05/09/2000 02:47 PM
To: Christi L Nicolay/HOU/ECT@ECT, Dave Mangskau/Corp/Enron@ENRON
cc:  
Subject: Re: Draft Bylaws and Articles  

Christi -- yes if we will be a member.  Later JOe



Christi L Nicolay@ECT
05/09/2000 02:16 PM
To: Dave Mangskau/Corp/Enron@ENRON
cc: Joe Hartsoe/Corp/Enron@ENRON, Janine Migden/DUB/EES@EES@ENRON 

Subject: Re: Draft Bylaws and Articles  

I don't see anything glaringly wrong in these, but I am not a corporate 
lawyer.  It seems to have section balanced voting at the committee level 
(except that each member gets one vote at the "parent" level, section 6.5 -- 
how is balanced voting assurred there?)  Also, it takes one year to withdraw 
(section 5.7)  It seems like the timing should be shorter, perhaps, 6 
months.  ,I assume that MAPP and MAIN have hired corporate counsel to draft 
these, but JOE do we need to have one of the Enron corporate lawyers look at 
these?



Dave Mangskau@ENRON
05/08/2000 10:04 PM
To: Christi L Nicolay/HOU/ECT@ECT, Joe Hartsoe/Corp/Enron@ENRON
cc: Janine Migden/DUB/EES@EES 
Subject: Draft Bylaws and Articles

Comments??
---------------------- Forwarded by Dave Mangskau/Corp/Enron on 05/08/2000 
09:06 PM ---------------------------


jdmcgrane@MLB.COM on 05/08/2000 01:13:54 PM
To: ddietz@oppd.com, gc.pietsch@mapp.org, ssherner@mnpower.com
cc: bharbour@soyland.com, degrenn@nppd.com, dmangsk@enron.com, 
dwestbro@hcpd.com, gkrause@oppd.com, James.M.Ashley@nspco.com, 
javerweg@midamerican.com, jmfarrar@earthlink.net, rab@maininc.org, 
rb.bulman@mapp.org, rharris@wapa.gov, rthilly@wppisys.org, thumann@bepc.com, 
waggoner@sunflower.net 

Subject: Draft Bylaws and Articles


attached is a draft of the bylaws and articles for the proposed RRO,
combining MAIN and MAPP; we have drafted it as a Delaware entity due
to the uncertainty as to where it will be located

John McGrane

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