-----Original Message-----
From: Yoder, Christian 
Sent: Monday, November 12, 2001 8:55 AM
To: 'Jeremy D. Weinstein'; Russo, Dianne H; cyoder@enron.com;
esager@enron.com; Stack, Shari
Cc: Hall, Steve C. (Legal)
Subject: RE: Summary of WSPP Nov 1 and 2 meetings



Jeremy, 

Thanks for stepping up and taking the WSPP bull (no pun intended) by the horns. I am going to discuss with Elizabeth Sager, throwing our support behind the FERC filing.  I am personally 100% behind the idea, and will urge Elizabeth to support it too.  We will communicate in a more official sense with you soon.  You seem to be taking a broad, big picture, very reasonable approach to the process issue.  This is long overdue.   I like the way you suggested how there might be a place for a persuasive, rather than academic memo about the convergence issue,  or "creeping imitation" as I think it is best characterized.  I will begin to write such a memo and ask for your help in fitting it into the process in the most productive way as this strange process continues to unfold.  Thanks again for your efforts and we will get back to you in more detail soon. ----cgy   


-----Original Message-----
From: Jeremy D. Weinstein [mailto:jeremy.weinstein@pacificorp.com]
Sent: Saturday, November 10, 2001 12:07 PM
To: Russo, Dianne H; cyoder@enron.com; esager@enron.com; Stack, Shari;
Yoder, Christian
Subject: Re: Summary of WSPP Nov 1 and 2 meetings


I was severely disappointed over being shut out of the WSPP exec committee
meeting.  Apparently, when the guy came in to set up the phone for the call,
Small told him not to do it and sent him out.  I also agree that there seems
to be little regard for the bylaws; "informality" is being used to run
roughshod over dissent.

Since we had a representative present (without me, his attorney), we
probably lack standing to make a formal demand that the votes be rescinded
until reintroduced under required conditions.  Otherwise, this e-mail would
be asking you to join us.  However, as many involved on our end were quite
upset, "disenfranchisement" could well become a matter for judicial review
if it happens again to PacifiCorp.

I remain amazed that Small would push for revisions, such as those to 32.5,
knowing there was substantial question over their legal effect.  If indeed
Small's wrong on the law, we'd be fully prepared to demand undoing these
changes due to flawed legal advice from Small and "passage" out of
compliance with the bylaws, and to do so jointly with others.  In fact, if I
get management okay, I'd be willing to write a joint objection to file with
FERC in response to the introduced amendments.  There may even be some
corporate doctrine under Utah law that prevents a non-profit from paying for
Small's defense in an internecine dispute.

Although you are right that now is not the time for a joint WSPP/EEI
drafting committee, I very much like the idea of proposing one under cover
of a memo that picks out the highlights of convergence after the EEI process
started against the type of amendments that were made before the EEI was on
the table as a dramatic way to make the point that Small's agenda is to
drive WSPP towards competition in a niche filled by the EEI, and hammer on
the other points you've made, with which we fully agree.  I don't know that
there's a need to do the convergence analysis exhaustively and academically,
as opposed to persuasively, unless if you think you can convince a law stude
nt on a local law review that it would make a good note.

I also note from the minutes that a Board of Trustees was elected; I do not
recall being provided with a copy of the slate of nominees in advance of the
meeting.  I admit I didn't spend a lot of time puzzling over it, but I don't
see from the website or the bylaws the authority under which Small conducts
the committee meetings.  It's interesting how the notes on the first day of
the meeting appear to be written by someone who wasn't following the legal
issues involved.

Let me know what you think on the FERC objection idea and whether you'd be
prepared to join us.

----- Original Message -----
From: "Yoder, Christian" <Christian.Yoder@enron.com>
To: "Stack, Shari" <SStack@reliant.com>; <esager@enron.com>;
<cyoder@enron.com>; "Russo, Dianne H" <drusso@reliantenergy.com>;
<jeremy.weinstein@pacificorp.com>
Sent: Wednesday, November 07, 2001 1:44 PM
Subject: RE: Summary of WSPP Nov 1 and 2 meetings


Shari,
I'm not sure of what to do about the informal, irregularity of the WSPP
process.  I agree with you that there seems to be a lack of basic due
process going on, but, it has always been difficult to understand how
and why they do things the way they do.  History and personality seem to
explain it best.

 Right near the end of the Thursday session, I believe it was Jeremy
Weinstein of PacifiCorp, tried to focus Mike on what to me seems to be a
crucial, and potentially fruitful question:  Is the WSPP becoming more
and more like the EEI, and if so, does anybody care?  Mike seemed to
feel that there was a vast difference between the two agreements and
that this vast difference mattered a lot.  I think if anybody would take
the time to dispassionately examine the steady stream of changes that
have been made to the WSPP over the past couple of years, the result
would be that the two agreements would be seen to be converging rather
than diverging. I would even take a further step and argue that the
convergence has been so steady and effective, that the time has now
arrived for a Joint EEI/WSPP Drafting Committee to harmonize the
agreements. However, I think my suggestion is still premature.  At this
moment in the process, it would seem that a comparative document,
painstakingly showing each amendment of the WSPP agreement and what it
looked like in comparison to the EEI needs to be created.  If
convergence is what this objective study shows, then, at some point, the
question fairly becomes:  why not get it over with and merge the
documents?  Is a Joint Drafting Committee a good idea?

I may be wrong, and an academic look at my thesis is certainly required,
but my instinct is that Mike's notion that a group-adopted agreement is
fundamentally different than multiple bilateral agreements is a classic
distinction without a difference.  Why does how the agreement is derived
matter if the two agreements are becoming inexorably more and more
alike? Why should I fly up and down the west coast attending a steady
stream of meetings and pay $25K a year to use one agreement when it is
steadily becoming more and more like the other agreement which involves
neither inconvenience?  The creeping imitation of the WSPP process needs
to be recognized for what it is.
I would argue that this approach might bear more fruit than wrangling
over process, although, that too is probably going to be an enduring
necessity. ----cgy


-----Original Message-----
From: Stack, Shari [mailto:SStack@reliant.com]
Sent: Wednesday, November 07, 2001 12:19 PM
To: esager@enron.com; cyoder@enron.com; Russo, Dianne H;
jeremy.weinstein@pacificorp.com
Subject: FW: Summary of WSPP Nov 1 and 2 meetings


I don't know who has had time to read the latest WSPP email  - but the
provision below was NOT adopted in accordance with std. procedure. At
the Contracting Committee meeting in Colorado Springs on Aug. 10- this
provision did not get the requisite percentage to pass on to the
Operating Committee (in the meeting summary, he noted that it got a
"supermajority" - whatever that is.)  At the Operating Committee meeting
in Idaho, Mike Small again proposed this change but said that there did
not need to be a vote since it was going to be part of the "operating
procedures". Now it appears that he has "snuck" it into the WSPP
Agreement and took advantage of the fact that many did not attend the
meeting in San Diego in reliance on being able to attend via conference
call. As we all know, Mike Small arbitrarily canceled the call that
would have allowed us to participate in the Executive Committee meeting.
I suspect he did so because he knew we would object to this clause and
therefore the 90% would not have been achieved.

Any thoughts on what to do about this??

S

_________________________________________________________


A new Section 32.5 to limit changes to the WSPP Agreement that may be
made automatically through the confirmation process after the five day
was adopted.  Under this new provision, non-standard confirmation
provisions (e.g. changes to the basic terms of the WSPP Agreement) may
be adopted only if there is explicit agreement to those changes and not
by operation of the five day rule.  The modification adopted at the
Executive Committee was to limit the oral agreements allowing such
modifications to transactions of less than one week.  This provision as
modified was adopted with only one dissenting vote.

>  -----Original Message-----
> From: WINNIE HOWARD [mailto:HOWARD@wrightlaw.com]
> Sent: Wednesday, November 07, 2001 9:45 AM
> To: Russo, Dianne; Stack, Shari
> Subject: Summary of WSPP Nov 1 and 2 meetings
>
>  <<WSPP 11-1 & 2-01 MEETINGS IN SAN DIEGO.doc.doc>>


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