Consortium Meeting Record

New England Community Wind Farm Study

Meeting Details
Monday 21 March 2011
Landcare Office, Upstairs, 3/119 Beardy Street ARMIDALE

Attendees Hugh Piper, Patsy Asch, Bar Finch, Jarra Hicks, Elizabeth
Gardiner, Adam Blakester
Apologies Dave Carr, Harold Ritch, Emily Thomas-Moore, Ray South, Chris
Ipkendanz, Nicky Ison, Simon Holmes a Court, Mary Dougherty

Welcome & Updates

• Nick & Jarra Research Report around Easter
• Hugh suggested Waterloo Range development worthy of looking at. EIS via
Glen Innes Severn Council. By Infigen (ex Babcock & Brown)
• Kentucky School working on a model turbine

Milestones, Progress & Outcomes

• All milestones on track
• Liz contacting landholders about interest in hosting turbines & the Online Survey
• Paul & Adam presented to Northern Region Aboriginal Land Councils
• Forums and key meetings being documented (film, photography, notes).
Transcripts are being notated for ease of later reference (like an archival
contents page)
• Survey Postcards included in delegate packs (150) for Landcare Adventure

'Hybrid Legal Structures' Advice ~ Wilson & Co

• Some legal structures not appropriate ~ partnership (partners exposed to
liability), incorporated association
• Co-Operatives
• Restricted to state-based
• Historically used as a vehicle for shared marketing or sales (eg. Milk, wool,
rice)
• Finicky. Investors can be wary, especially larger investors.
• Strong community focus
• Designed for members to trade with organisation. Ie. Not intended to be
passive entity
• Tax reforms coming

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New England Community Wind Farm Study
• Member centric
• Exchanging shares more difficult
• More manipulable
• Unlisted Public Company
• national legislation
• more accountable & flexible
• not on stock exchange like listed public company
• best/preferred legal structure
• simpler, easier & more transparent
• easily works across jurisdictions and inter-state
• international dealings easier (eg. Turbine purchase)
• less manipulable, more secure
• can be:
• 1 member 1 vote
• anti-take-over provisions
• voting & shareholder controls (even shares without voting rights, such as a
member with dividends only, such as for shares for pro-bono and in-kind
contributions)
• Hybrid Structure ~ using both
• Joint Venture could work, though is very project specific (eg if Suzlon
contributed turbines, co-operative contributed capital and UNE contributed
land)
• No significant differences in taxation across structures
• Unlisted Public Company required Product Disclosure Statement, which is more
costly however is also more transparent
• Community control can be achieved with both structures – which is more an
issue of the rules than the type of entity

The group thanked Hugh for his presentation and work on the 'hybrid' legal advice.

Point clarified that today's presentation is for discussion and consideration. The
decision on preferred legal structure is to be made later, following analysis of the
other research, legal advice, forums and survey.

Pre-Share Fundraising ~ Wilson & Co

• Requires an interim entity to hold
• Contract law agreement between depositor/investor and entity/directors
• Trust Fund, Company Trust or Foundation
• Need to have clear business case (land, turbine, wind farm model, power
purchase agreement)

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New England Community Wind Farm Study
• Could be facilitated by Starfish Enterprises
• Hepburn did this through the Association (SHARE) and then formed the Co-
Operative later

Action Advice on structure for pro-bono & in-kind contributions for shares. i

Online Survey
• Distributed to Home Grown Garden Tour list
• Jarra negotiating to include with TCMG news (website, Facebook)
• Armidale Dumaresq and Uralla Shire distributed to all staff
• Presentation of preliminary findings
• Point made to check whether investors left their contact details as a way to
assess their seriousness

Other Business
Next Consortium Meeting ~ Friday 13 May, 10am-2pm
DECCW, 85 Faulkner Street Armidale
Preliminary Findings

Final Consortium Meeting ~ Saturday 18 June, All Day

“Tumblegum”, 16 Adina Road, Invergowrie
Final Recommendations

8 May 2011
Adam F Blakester
adam@starfishenterprises.org
m 61 419 808 900 | t 61 2 6775 2501 | skype adam.f.blakester

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i Advice on structure for pro-bono & in-kind contributions for shares.