Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 25 - SECURITIES EXEMPT FROM REGISTRATION › Section 441-025-0123 - Disclosures Required Related to the Sale of Membership Shares in Renewable Energy Cooperative Corporations

Current through Register Vol. 63, No. 7, July 1, 2024
Prior to offering a membership shares in a renewable energy
				cooperative corporation to prospective purchaser, the renewable energy
				cooperative corporation shall provide, in writing, at no cost to the
				prospective purchaser, material information about the purpose and governance of
				the renewable energy cooperative corporation. For purposes of this subsection,
				"writing" includes printed, electronic and internet media. Disclosures under
				this section shall include, but are not limited to, the following:
(1) The renewable energy cooperative
			 corporation's profit and loss statement or an unaudited financial statement,
			 and estimated use of funds or financial projections of the renewable energy
			 cooperative corporation.
(2)
			 Information on the experience and ability of the renewable energy cooperative
			 corporation's directors, principal officers and key employees to manage a
			 renewable energy cooperative corporation and develop and operate projects to
			 generate electricity from renewable sources.
(3) Discussion of the renewable energy
			 cooperative corporation's experience with and ability in developing projects to
			 generate electricity from renewable sources.
(4) Information on minimum amount to be
			 raised to initiate a project, consistent with section (1) of this rule, and how
			 money will be returned to members if the renewable energy cooperative
			 corporation doe
not raise sufficient funds to complete a project or if the
				renewable energy cooperative corporation determines that a project is not
				feasible after completing a feasibility study.
(5) Information on how the renewable energy
			 cooperative corporation will apportion returns on an investment, if any, as
			 permitted by applicable state and federal law.
(6) Information on risks posed by legislative
			 or regulatory changes affecting the development or operation of a facility to
			 generate electricity from renewable sources, including but not limited to
			 restrictions on the sale of generated electricity, requirements to register
			 securities under applicable state or federal law, changes to tax treatment of
			 facilities that generate electricity from renewable sources, or other
			 regulations that place additional restrictions on a particular type of facility
			 generating electricity from renewable sources.
(7) If applicable, disclosures of any pending
			 or completed, material litigation against the renewable energy cooperative
			 corporation or against the officers, directors, and key employees of the
			 renewable energy cooperative corporation, including the legal basis for the
			 action and, if completed, any judgments or settlements adverse to the renewable
			 energy cooperative corporation or to its officers, directors, and key
			 employees.
(8) Information on how
			 members can participate in the decision-making process of the renewable energy
			 cooperative corporation, consistent with ORS Chapter 62 and the renewable
			 energy cooperative corporation's articles of incorporation or its bylaws.
(9) Information on how members may
			 inspect the renewable energy cooperative corporation's books and records and
			 how the renewable energy cooperative corporation will share information with
			 members prior to shareholder meetings.
(10) A plain language explanation of the
			 rights and responsibilities between the renewable energy cooperative
			 corporation and its members under the cooperative contract.
Stat. Auth.: ORS
				  59.025 & 2014 OL Ch. 69
				  §2 Stat. Implemented: ORS
				  59.025 & 2014 OL Ch. 69
				  §1