Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 25 - SECURITIES EXEMPT FROM REGISTRATION › Section 441-025-0122 - Requirements for Reliance on Registration Exemption for Renewable Energy Cooperative Corporations

Current through Register Vol. 63, No. 7, July 1, 2024
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."