Or. Admin. Code § 441-025-0122

Current through Register Vol. 63, No. 11, November 1, 2024

Section 441-025-0122 - Requirements for Reliance on Registration Exemption for Renewable Energy Cooperative Corporations

A renewable energy cooperative corporation relying on the exemption in ORS 59.025(12) is limited to the following actions in connection with the exempt offering:

(1) Admit individuals for membership into the cooperative, but may not admit legal entities or non-natural persons.

(2) Sell capital stock as permitted under ORS Chapter 62 and the renewable energy cooperative corporation's articles of incorporation or bylaws.

(3) Raise up to $1,500,000 per project from non-accredited investors.

(4) Raise funds from non-accredited members that are part of a well-defined community.

(5) Allow a non-accredited member to contribute or invest no more than ten percent of the member's liquid net worth in the purchase of membership shares or in the investment in a project of a particular renewable energy cooperative corporation.

(6) Place funds raised through the sale of membership shares or capital stock in escrow or impound the funds in an interest-bearing trust account until the renewable energy cooperative corporation raises all the money needed to complete a feasibility study or to undertake the project.

(7) With approval from the renewable energy cooperative corporation's membership, use excess funds raised for one project for other renewable energy projects of the renewable energy cooperative corporation. Approval must be obtained using voting procedures specified in ORS Chapter 62 and the renewable energy cooperative corporation's bylaws.

(8) Pursue in good faith and secure one or more executed interconnection agreements for the production and transmission of electricity.

(9) Pay its officers, directors, employees or third parties reasonable salaries comparable to cooperative corporations conducting similar business, but may not pay its officers, directors, employees, or any third party any commission or other remuneration directly or indirectly for the offer or sale of membership interests or capital stock in the renewable energy cooperative corporation.

(10)

(a) Engage in limited advertising to prospective members in the renewable energy cooperative corporation. "Engage in limited advertising" means that the renewable energy cooperative corporation may provide general information about the cooperative including information about its purpose and general nature and about its operating history, including a brief description of current projects in operation, and proposed projects, to the public in Oregon for the limited purpose of promoting the cooperative and soliciting membership in the cooperative. Information about proposed projects is limited to identification of the project's proposed location, type of renewable technology, generation capacity, estimated timeline, and estimate of project cost.

(b) Limited advertising must contain information on how to receive the disclosures required in OAR 441-025-0123 and 441-025-0124. Limited advertising must also state that the disclosure materials must be received, reviewed and acknowledged by the potential investor before a securities sale may occur. "Engage in limited advertising" does not include general solicitation or offering of investments in specific projects or in the sale of capital stock to the public. "Engage in limited advertising" does not include publication of pro forma financial information, or any indication of possible returns on investment to the general public.

(c) Any materials used for the purposes of this subsection must clearly indicate that the material does not constitute an offer of a security. Materials provided under this section do not take the place of the disclosures required by OAR 441-025-0123 and 441-025-0124. Materials must include the following statement:

"THIS IS PROMOTIONAL INFORMATION ABOUT AN OPPORTUNITY TO INVEST IN OR BECOME A MEMBER IN A RENEWABLE ENERGY COOPERATIVE CORPORATION. THIS IS NOT THE OFFER OR SALE OF SECURITIES. NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED AND NONE WILL BE ACCEPTED.NO MEMBERSHIP INTERESTS, MEMBERSHIP STOCK OR CAPITAL STOCK WILL BE SOLD OR ANY COMMITMENTS TO PURCHASE ACCEPTED UNTIL DELIVERY OF DISCLOSURES ARE MADE THAT INCLUDES COMPLETE INFORMATION ABOUT THE COOPERATIVE AND PARTICULAR PROJECTS, IF APPLICABLE. AN INDICATION OF INTEREST MADE BY A PROSPECTIVE MEMBER INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND UNTIL DISCLOSURE MATERIALS HAVE BEEN RECEIVED AND REVIEWED. THIS PROMOTIONAL INFORMATION IS BEING PRESENTED UNDER AN EXEMPTION FROM REGISTRATION UNDER THE OREGON SECURITIES LAW AND HAS NOT BEEN REVIEWED BY THE DEPARTMENT OF CONSUMER AND BUSINESS SERVICES."

(11) Allow a membership certificate or capital stock to be returned or resold to the renewable energy cooperative corporation in exchange for a price that does not exceed the price originally paid by the purchasing individual upon termination of the individual's membership in the renewable energy cooperative corporation.

Or. Admin. Code § 441-025-0122

FCS 6-2014, f. & cert. ef. 10-6-14

Stat. Auth.: ORS 59.025 & 2014 OL Ch. 69 §2 Stat. Implemented: ORS 59.025 & 2014 OL Ch. 69 §1