OAR 441-025-0123: Disclosures Required Related to the Sale of Membership Shares in Renewable Energy Cooperative Corporations

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.