Six copies enclosed for the SEC and one sent to Duke separately,
Sincerely,
___________________________
Robert B. Mills
Enclosures:
1. Invest in Clean Energy (ICE) Proposal
2. Duke Energy brief dated December 28, 2000
3. Shareholder response dated January 11, 2001
4. Duke Energy second! brief dated January 22, 2001
From: Robert B. Mills
1233 12th Street, NW
Washington, DC 20005
(202) 682-4282, robinmills4@yahoo.com
To: Securities and Exchnage Commission
Office of Chief Counsel, Division of Corporate Finance
450 5th Street, NW
Washington, DC 20549
Date: 30 January 2001
Re: Shareholder response to Southern Company attempt to have my Invest in Clean Energy (ICE) Proposal omitted from the proxy statement and for consideration at the company's annual meeting.
Dear Commissioners,
I submitted a proposal entitled Invest in Clean Energy (ICE) Proposal to the Southern Company on October 30, 2000. Southern Company Vice President, Associate General Counsel and Secretary Tommy Chisolm responded January 17, 2001 in a brief that seeks to omit the proposal because it is not proper under Delaware law, under Rule 14a-8(i)(1). Mr. Chisolm cites Delaware General Corporate Law, Section 141(a), but does not enclose a copy of that law with his brief or even quote directly from this law.
Mr. Chisolm says on page 2 of his brief, "shall be managed by its board of directors except as otherwise provided in the GCL or the Company's Certificate of Incorporation." Delaware General Corporate Law (GCL) allows for 14a-8, and the quote "except as otherwise provided" is reference to 14a-8 specifically. I do in fact have the right to present this proposal. I ask the Commission to please rule to preserve my rights.
Mr. Chisolm's second objection is that the proposal is mandatory rather than precatory. I say the ICE proposal represents "advice" from the shareholders for a large and broad general policy direction which is totally precatory in intent. Specific percentages are totally irrelevant. What matters is the goal, about 20 % in about 20 years. The ICE proposal represents a strategy choice for the future of the company, up for a stockholder vote.
I enclose six copies to the SEC and one to the Southern Co. separately.
Sincerely,
_____________________
Robert B. Mills
Enclosures:
1. Invest in Clean Energy (ICE) Proposal
2. Southern Co. brief dated January 17, 2001