STATE OF ARKANSAS
|IN THE MATTER OF||ORDER EXCLUDING CERTAIN|
|INDIVIDUALS FROM AGENT|
|DEFINITION PURSUANT TO|
|ARK. CODE ANN. §23-42-102(2)(B)(i)(a)|
|ST. MARKS EPISCOPAL CHURCH||No. 99-038-S|
FINDINGS OF FACT
On July 28, 1999, a letter was received by the Arkansas Securities Commissioner requesting that certain principals of St. Marks Episcopal Church (the "Church") be determined to be excluded from the definition of agent pursuant to Ark. Code Ann. § 23-42-102(B)(i)(a) for the purpose of offering or selling debentures to members, or parishioners, of the Church.
The Church intends to offer to its parishioners 600 zero interest debentures with a face value of $500 each (the "Debentures").
The Church has filed a proof of exemption pursuant to Ark. Code Ann. § 23-42-503(a)(7).
The individual members of the Board of Vestry and the Rector of the Church (the "Principals") will make the offers and sales of the Debentures.
The Church has made the representation that no commission or other remuneration will be paid or given directly or indirectly for the solicitation of the parishioners of the Church.
All of the offerees and purchasers involved in the offering shall be members, or parishioners, of the Church.
CONCLUSIONS OF LAW
Ark. Code Ann. § 23-42-102(2)(B)(i)(a) provides that an agent does not include an individual who represents an issuer in effecting transactions in a security exempted by Sections 23-42-503(a)(1)-(4), or (8), and any other transactions in a security exempted by other clauses of 23-42-503(a)(3) which the Commissioner may by rule or order prescribe.
It is not necessary or appropriate in the public interest for the protection of investors for the Principals of the Church to be required as agents pursuant to Section 23-42-301 and 302 of the Arkansas Securities Act (the "Act") for the purposes of the contemplated offering of the Churchs Debentures.
In recognition of the representations made by the Church, it appears that registration as agents of those persons who will represent the Church in connection with the offer and sale of the Debentures is not necessary in this instance.
This order does not exempt the Church from the antifraud provisions of the Act.
IT IS THEREFORE ORDERED that any Principal of the Church who represents the Church in effecting or attempting to effect sales of the Churchs Debentures, in accordance with the Findings of Fact stated herein, shall be exempted from the agent registration requirements set forth in §§ 23-42-301 and 302 of the Act.
WITNESS MY HAND AND SEAL this 30th day of July 1999.
DEPUTY SECURITIES COMMISSIONER