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.
