David 

Can you look this over.
Thanks
----- 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

************************************************************************
The information contained in this e-mail message is intended only for
the personal and confidential use of the recipient(s) named above. This
message may be an attorney-client communication and as such is
privileged and confidential.  If the reader of this message is not the
intended recipient or an agent responsible for delivering it to the
intended recipient, you are hereby notified that you have received this
document in error and that any review, dissemination, distribution, or
copying of this message is strictly prohibited.  If you have received
this communication in error, please notify us immediately by e-mail,
and delete the original message.
***********************************************************************
 - articles.wpd
 - BYLAWS.WPD