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Enron Mail |
Legal Work Group
Please find attached Eric Freedman's status report on his sub group's activities for your information and for discussion at our meeting next week. Barney Speckman RTO West KEMA Team Portland Office Phone 503-258-0475 RTO West Offices 5933 NE Win Sivers Drive Portland, Oregon BMS Consulting 2130 Belford Drive Walnut Creek, Calif. 94598 925-287-0365 (Walnut Creek Phone and Fax) Return-Path: <ericf@prestongates.com< Received: from rly-yb04.mx.aol.com (rly-yb04.mail.aol.com [172.18.146.4]) by air-yb05.mail.aol.com (v74.17) with ESMTP; Thu, 22 Jun 2000 02:07:20 -0400 Received: from excon.prestongates.com (host96-69.prestongates.com [207.12.96.69]) by rly-yb04.mx.aol.com (v74.17) with ESMTP; Thu, 22 Jun 2000 02:06:54 2000 Received: by excon.prestongates.com with Internet Mail Service (5.5.2651.58) id <N224MSM9<; Wed, 21 Jun 2000 23:07:28 -0700 Message-ID: <D552D46E358BD31196F10000F6CBB4E60141531B@exsea1.prestongates.com< From: "Freedman, Eric (SEA)" <ericf@prestongates.com< To: "'sberman@hewm.com'" <sberman@hewm.com<, "'dbrookhyser@nevp.com'" <dbrookhyser@nevp.com<, "xx-Christensen, Eric (SNO PUD)" <elchristensen@snopud.com<, "'adavis@state.mt.us'" <adavis@state.mt.us<, "'michaelearly@earthlink.net'" <michaelearly@earthlink.net<, "'pfeldberg@lawsonlundell.com'" <pfeldberg@lawsonlundell.com<, "'mhain@enron.com'" <mhain@enron.com<, "'whannaford@nwppc.org'" <whannaford@nwppc.org<, "'gfh@bpa.gov'" <gfh@bpa.gov<, "'cfi1@tca-us.com'" <cfi1@tca-us.com<, "'snkripalani@stoel.com'" <snkripalani@stoel.com<, "'pmurphy@mbllp.com'" <pmurphy@mbllp.com<, "'douglas_nichols@pgn.com'" <douglas_nichols@pgn.com<, "'will.patton@ci.seattle.wa.us'" <will.patton@ci.seattle.wa.us<, "'shellyr@teleport.com'" <shellyr@teleport.com<, "'rfroberts@bpa.gov'" <rfroberts@bpa.gov<, "'kyle@ppcpdx.org'" <kyle@ppcpdx.org<, "'tshuba@sheagardner.com'" <tshuba@sheagardner.com<, "'bmspeckman@aol.com'" <bmspeckman@aol.com<, "'steve@nwenergy.org'" <steve@nwenergy.org<, "'mwood@stoel.com'" <mwood@stoel.com<, "'cindy.wright@ci.seattle.wa.us'" <cindy.wright@ci.seattle.wa.us< Cc: "'gdahlke@painehamblen.com'" <gdahlke@painehamblen.com<, "'sdleonard@earthlink.net'" <sdleonard@earthlink.net<, "'pdmichie@bpa.gov'" <pdmichie@bpa.gov< Subject: Bylaws, Articles, Tax Status Subgroup -- Status Report Date: Wed, 21 Jun 2000 23:07:58 -0700 MIME-Version: 1.0 X-Mailer: Internet Mail Service (5.5.2651.58) Content-Type: text/plain; charset="iso-8859-1" This e-mail is intended to reach all of those who have expressed an interest in being part of the Legal Work Group subgroup addressing the RTO bylaws, articles and tax status. Please let me know if my e-mail distribution list is missing anyone who would like to participate in the subgroup. I would divide the immediate tasks before us into four main categories: 1. General Governance Issues (Especially RTO Membership, Board Composition and Technical Advisory Committee Issues) At the Governance Workshop on June 15, we had a good discussion of issues relating to the appropriate number and scope of membership classes, board composition and method of selecting the members of the Technical Advisory Committee. Barney Speckman is in the process of scheduling a meeting in early July for a continuation of discussion of these topics and any other governance issues that may be of interest. 2. Board and Employee Conflict of Interest Provisions/Board Member Qualifications One element of the RTO bylaws that will require a fair amount of thought and discussion is the appropriate nature and extent of the trustee and employee disqualification/conflict of interest provisions. Another such element is the required qualifications of the RTO board members. John Buechler of the New York ISO has prepared for us a good summary of the board member qualifications that have been adopted or are under consideration by various existing or proposed ISOs, and Barney Speckman will distribute copies of John's summary to the group. I would like to have a discussion of these issues at the next meeting, with the aim of preparing and circulating one or more straw man proposals as soon thereafter as possible. 3. Consideration of Jurisdiction of Incorporation/Conforming Revisions to Bylaws IndeGO was proposed to be formed in Utah, in large part because Utah's nonprofit corporation law was determined as of three years ago to contain the most favorable provisions for trustee indemnification of any state in which IndeGO was proposed to operate. RTO West, the nonprofit corporation that is serving as the vehicle for our RTO in formation, was incorporated this spring in Washington in large part on the strength of Washington's provisions for indemnification of nonprofit corporation trustees. Our subgroup needs to review the laws of the states in which RTO West would operate, and come up with a recommendation as to whether consideration should be given to incorporation of the RTO in any state other than Washington. Once a determination is made as to the appropriate state for incorporation, the bylaws will need to be conformed to the requirements of that state's nonprofit corporation law. Anyone who is interested in helping out on these fronts is most welcome. 4. Potential RTO Application for Tax Exemption The California ISO has been qualified for exemption from federal income tax, and a determination needs to be made whether such qualification would be appropriate for RTO West as well. Our subgroup has been given the task of identifying the relevant considerations to be taken into account in making the determination whether to seek tax-exempt status. Robb Roberts and Sanjiv Kripalani have expressed interest in helping to undertake this analysis. If any of the rest of you is interested in participating, please let me know. I will be out of the office for the next week-and-a-half, but will be checking voice mail and e-mail regularly. I look forward to seeing you all soon. Eric Eric E. Freedman Preston Gates & Ellis LLP 701 Fifth Avenue, Suite 5000 Seattle, WA 98104-7078 Phone: (206) 623-7580 x 7727 Direct: (206) 224-7327 FAX: (206) 623-7022 E-mail: ericf@prestongates.com CONFIDENTIALITY STATEMENT: The foregoing message contains information that is protected by the attorney-client privilege. If this message was sent to you in error, any use, disclosure or distribution of its contents is prohibited. If you received this message in error, please call Preston Gates & Ellis LLP at the number listed above, and delete this message without copying it. Thank you.
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