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-----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representative present (without me, his attorney), we probably lack standing to make a formal demand that the votes be rescinded until reintroduced under required conditions.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<< ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. 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