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.
