Wisconsin Legislature: Adm 83.28(2)(a)

(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:

(a) The composition of the business’s governing body.

(b) The functioning of the governing body.

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

Adm 83.33 Documentation of active management. The applicant shall submit evidence that one or more women owners actively manage the business. This evidence may include, but is not limited to, the following:

(1) Signed purchase orders, invoices and contracts.

(2) Evidence that the women owners have delegated work assignments to the business employees.

(3) Documentation, such as résumés, showing that the women owners have the education or work experience in the skill areas required to produce the product or service provided by the business.

(4) Where the actual day-to-day operational management is delegated to a person other than a woman owner, documentation, such as a signed contract, showing that the women owners have the ultimate power to hire and fire that person.

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

Adm 83.36 Determination of performance of a useful business function. Factors that the department shall consider in determining whether a woman-owned business is performing a useful business function include, but are not limited to, the following:

(1) The degree to which the business has customers other than the state.

(2) The adequacy of the business’s resources to carry out its business functions.

(3) The degree to which the business is independent of control or substantial influence by another business. Business relationships that tend to defeat the useful business function include, but are not limited to, shared space, equipment, employees, or other resources, and financing agreements.

(4) Whether the business acts as a conduit to transfer funds to a male-owned business, unless doing so is a normal industry practice.

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

Adm 83.37 Documentation of performance of a useful business function. The applicant shall submit evidence that the business is performing a useful business function. This evidence may include, but is not limited to, the following:

(1) Contracts, purchase orders, invoices, and other documents demonstrating that the business has customers.

(2) Evidence that the quantity, type and condition of the business’s equipment and inventory are adequate to carry out its business functions.