Wisconsin Legislature: Adm 83.25(1)(d)

Note: Nonprofit corporations do not meet the requirements in sub. (5) and are therefore not eligible for certification.

(6) If the business is a joint venture, one or more woman-owned businesses hold at least 51% of the beneficial ownership interest in the joint venture, and exert at least 51% of the control and management of the joint venture. The woman-owned business partners of the joint venture are certified or are eligible for certification as woman-owned business enterprises.

(7) If the business is a subsidiary or affiliate, one or more women own at least 51% of the parent company.

History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07; correction in (1) made under s. 13.92 (4) (b) 7., Stats., Register December 2011 No. 672.

Adm 83.22 Documentation of gender. An applicant shall provide one of the following to verify the gender of each of the woman owners of a business:

(1) A birth certificate.

(2) A passport.

(3) A state-issued, motor vehicle operator’s license or identification card.

History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.24 Determination of ownership.

(1) An applicant shall meet all of the following eligibility standards:

(a)

1. The ownership by one or more women is real, substantial and continuing, going beyond the pro-forma ownership of the business as reflected in its ownership documents.

2. Each woman owner shares in all risk and profits commensurate with her ownership interest as demonstrated by a detailed examination of the substance of her business arrangements with others.

3. Each woman owner receives the customary incidents of ownership, such as salary, rights to dividends, ownership of assets and ownership of intangible assets such as copyrights and patents.

(b) The contributions of capital and expertise by the woman owner or owners to acquire their interest in the business is real and substantial, and in proportion to the interest acquired.

(2) Contributions of personal or professional services alone are not real and substantial for the purposes of this section, except these contributions shall receive consideration when given in conjunction with other tangible forms of investment. Other insufficient contributions include, but are not limited to, promises to contribute capital or expertise in the future, a note payable to the business or to its owners who are not women, or the mere participation as an employee.

(3) Women shall hold at least 51% of the securities that constitute ownership of a business.

(4) Securities or assets of a business that are held in trust are not considered as held by a woman in determining the ownership of a business, except under the following circumstances:

(a) The beneficial owner of the securities or assets held in trust is a woman, and the trustee is a woman.

(b) A woman is the sole grantor of assets held in a revocable living trust, and a woman is the beneficiary and trustee.

(5) The department may not consider securities that are held by any guardian for a minor, in determining ownership and control.

(6) An ownership interest arising in a male spouse solely because of the operation of marital property laws may not disqualify an applicant from certification if both spouses certify that the female performs the majority of the control and management of the business.

History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.25 Documentation of ownership.

(1)

(a) An applicant shall submit documentation showing ownership of at least 51% of the business by a woman. This documentation may include, but is not limited to, the three preceding years of business taxes, a current business financial statement, business licenses, buy-out agreements and financial agreements.

(b) For a sole proprietorship, additional documentation may include, but is not limited to, canceled checks used to purchase ownership.

(c) For a partnership, additional documentation may include, but is not limited to, partnership agreements, purchase agreements, and salary and profit-sharing records.

(d) For a corporation, additional documentation may include, but is not limited to, articles of incorporation, corporate by-laws, a corporate-borrowing resolution, stock certificates, stock-affirmation forms, and salary and profit-sharing records.

(e) For a joint venture, additional documentation may include, but is not limited to, a joint venture agreement that is written and signed by all of the joint venturers. Each joint venture agreement shall specify all of the following:

1. The capital contribution made by each joint venturer, the control each will exercise, and the distribution of profit and loss. The agreement shall allocate the control and the distribution of profit and loss in proportion to the contributions of the joint venturers.

2. The useful business function the joint venture will perform and the part of the work each joint venturer will do.

(2) The department may require documentation showing how and when the woman’s interest in the business was acquired.

(3)

(a) The department shall apply the following rules in situations in which marital assets form a basis for ownership of a business:

1. When marital assets other than the assets of the business in question are held jointly or as marital property by both spouses, and are used to acquire the ownership interest asserted by the woman, the department shall conclude that the woman acquired her ownership interest in the enterprise with her own individual resources, provided that the other spouse irrevocably renounces and transfers all rights in the ownership interest in the manner sanctioned by the laws of the state in which either spouse or the enterprise is domiciled. The department may not count a greater portion of joint or marital property assets toward ownership than state law would recognize as belonging to the qualifying member of the business.

2. The application for WBE certification shall include a copy of the document that is used for legally transferring and renouncing the rights as required in subd. 1.

(b) In instances where marital ownership is not clearly established, the department may request a marital-property waiver form in which both spouses certify that only the female spouse controls and manages the business, or an affidavit stating that the spouses have signed a marital-property agreement in which the male spouse relinquishes control and management of the business.

History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.28 Determination of control.

(1) Factors that the department shall consider in determining whether one or more women owners control a business include, but are not limited to, the following:

(a) Authority and restrictions as indicated in the articles of incorporation, by-laws, minutes of corporate meetings, bank signature cards, partnership and joint venture agreements and other business agreements and documents.

(b) Membership of one or more women owners on the board of directors.

(d) The managerial experience, knowledge and expertise of the women owners in such areas as finance, budgeting, personnel, production, marketing and research.

(e) Whether the women owners have the authority to make policy decisions in such areas as finance, budgeting, personnel, production, marketing and research.

(2) An applicant’s assertion of being independent from a male-owned business may not rest solely on recognition of the women owners by governmental taxing authorities. Other test criteria include, but are not limited to, the following:

(a) An applicant’s relationship with any male-owned business, that involves any long-term contract or lease agreements.

(b) The existence of working agreements with any male-owned business.

(c) An applicant’s status as a party to any contract or lease agreement on terms at variance with industry standards or prudent business practices.

(d) The existence of restrictive financing agreements with any male-owned business or financial institution that impose undue limitations on the applicant.

(e) Interlocking stock ownership of the applicant and any male-owned business in the same industry.

(f) Common directors or officers between the applicant and any male-owned business.

(g) An applicant’s use of employees, equipment, expertise, facilities, or other resources from a male-owned business.

(h) The receipt by a male-owned business of financial benefits, such as profits and wages, that are not commensurate with the duties performed.

(i) An applicant that cannot operate without licenses, permits or insurance held by another business.

(j) An applicant that does not possess all legal requirements necessary to its operation.

History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.29 Documentation of control.

(1) An applicant shall submit evidence that one or more women owners have control over the business. Such evidence shall include, but is not limited, to the following:

(a) Signed bids and contracts.

(b) Signed debt instruments.

(d) Bank signature cards and bank resolution authorizations, for savings, checking and other financial accounts.

(e) Written proof that the organizational and governing documents of an applicant, such as limited liability company operating agreements, partnership agreements, or articles of incorporation and by-laws, do not contain any provision which restricts the woman owner from exercising control of the business.

(f)

1. Documentation, such as résumés, showing that the women owners have the managerial experience, knowledge and expertise – in such areas as finance, budgeting, personnel, production, marketing and research — needed for exercising day-to-day control over the business.

2. The department may waive the managerial experience required in subd. 1., when a woman is starting a woman-owned business.

(2) The managerial experience, knowledge and expertise of the women owners substantially demonstrates their ability to make independent and unilateral business decisions necessary to guide the future and destiny of the business. The applicant may document this ability and control in a number of ways. For a woman owner to demonstrate the extent of this control, the department may consider the following or other aspects of a business:

(a) Authority to sign payroll checks and letters of credit.

(b) Signature responsibility for insurance or bonds.

(d) Ability to obtain bank authorization resolutions.

(3) Agreements for support services are permitted as long as the power of the woman owner to control the company is not restricted or impaired, as determined by the department.

History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.32 Determination of active management. Factors that the department shall consider in determining whether one or more women owners actively manage a business include, but are not limited to, the following:

(1) Direct operational management.

(a) The operational management of the woman owner is the demonstrated extent to which the woman owner actually operates the day-to-day business.

(b) Departmental assessments of operational management shall rest upon the peculiarities of the industry of which the business is a part. In order to clarify the level of operational management of the woman owner, the department may consider each of the following:

1. ‘Experience.’ The woman owner has education, demonstrable working knowledge or experience in the area of specialty or industry claimed in the application.

2. ‘Responsibility for decision-making.’

a. The woman owner makes basic decisions pertaining to the daily operation of the business, such as the purchase of goods, equipment, business inventory and services.

b. The woman owner supervises the business’s employees.

3. ‘Technical competence.’

a. The woman owner has technical competence in the industry or specialty of the business or a working knowledge of the technical requirements of the business sufficient to critically evaluate the work of subordinates.

b. The woman owner has the ability to perform in her area of specialty or expertise without substantial reliance upon finances and resources — such as equipment, automobiles and facilities — of males or non-woman-owned business enterprises.

(2) Delegated operational management. Where the actual day-to-day operational management is delegated to a person other than a woman owner, the active-management requirements may be met if the woman owner has the ultimate power to hire and fire that person.

(3) Potential constraints on operational management. In reviewing governance documents and issues, the department shall give special attention to the extent to which all of the following aspects affect the ability of the woman owner to direct the management and policies of the business: