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