Chapter Adm 84

Adm 84.02(14) (14) “Certification” means the process by which a business is determined to be a minority business for the purpose of participating in the state’s minority business procurement program under s. 16.75 (3m), Stats., or other statutory minority business procurement program.

Adm 84.02(15) (15) “Certification renewal” means the review of a minority business enterprise to determine whether or not its certification will be renewed.

Adm 84.02(16) (16) “Conversion rights” means any agreement, option, scheme or documents that will create any rights which, if exercised, would result in less than 51% minority ownership of the business or less than dominant control by minority owners or both.

Adm 84.02(17) (17) “Corporation” means a corporation organized for profit with capital stock.

Adm 84.02(18) (18) “Decertification” means the process by which a minority business enterprise loses its certification.

Adm 84.02(19) (19) “Department” means the department of administration.

Adm 84.02(20) (20) “Firm which is in a substantially similar line of business” means a company which produces a product or performs a service which has the potential to be in direct competition with the product or service of the minority business.

Adm 84.02(21) (21) “General partner” means a partner who participates fully in the profits, losses and management of the partnership and who is personally liable for its debts.

Adm 84.02(22) (22) “Interest” means a right, claim, financial or legal share in the business.

Adm 84.02(23) (23) “Issued shares” means the shares of a corporation which have been authorized and actually sold to subscribers. They may include treasury shares.

Adm 84.02(24) (24) “Joint venture” means a one-time association of 2 or more persons or businesses, the purpose of which is to carry out a time-limited single business enterprise for profit in which they combine their property, capital, efforts, skills and knowledge, and in which they exercise control and management and share in profits and losses in proportion to their contribution to the business enterprise.

Adm 84.02(25) (25) “Joint venture agreement” means a written agreement signed by each joint venturer specifying the terms and conditions of the joint venture.

Adm 84.02(26) (26) “Marital property agreement” means an agreement that complies with s. 766.58, Stats.

Adm 84.02(27) (27) “Marital property laws” means ch. 766, Stats.

Adm 84.02(28) (28) “Marital property waiver” means a form provided by the department to document separate control and management of a business under marital property laws.

Adm 84.02(29) (29) “Minority” means a person who is a citizen or lawfully admitted permanent resident of the United States and who is a member of one of the following groups:

Adm 84.02(29)(a) (a) “American Indian” - a person who is enrolled as a member of a federally recognized American Indian tribe or band or who possesses documentation of at least one-fourth American Indian ancestry or documentation of tribal recognition as an American Indian.

Adm 84.02(29)(b) (b) “Asian-Indian” - a person with ancestry originating in India, Pakistan or Bangladesh.

Adm 84.02(29)(c) (c) “Asian-Pacific origin” - a person with ancestry originating in Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of the Pacific or the Northern Marianas.

Adm 84.02(29)(d) (d) “Black” - a person with ancestry originating in any of the black racial groups of Africa.

Adm 84.02(29)(e) (e) “Eskimo” or “Aleut” - a person with ancestry in any of the original peoples of Alaska, Northern Canada, Greenland and Eastern Siberia.

Adm 84.02(29)(f) (f) “Hispanic” - a person with ancestry originating in Mexico, Puerto Rico, Cuba, Central America or South America or whose culture or origin is Spanish.

Adm 84.02(29)(g) (g) “Native Hawaiian” - a person with ancestry in the original peoples of Hawaii.

Adm 84.02(30) (30) “Minority business” means a business as defined in s. 16.287 (1) (e), Stats.

Adm 84.02(31) (31) “Minority business directory” means the listing, published by the department, of minority business enterprises certified to operate in Wisconsin.

Adm 84.02(32) (32) “Minority business enterprise” or “MBE” means a business that has been certified under s. Adm 84.14, 84.21, or 84.23.

Adm 84.02(33) (33) “Minority business procurement program” means a program which establishes goals, set-asides, or preferences in the purchase, lease or rental of goods and services from, or in the letting of contracts to, minority business enterprises.

Adm 84.02(34) (34) “Non-profit organization” means an organization as defined in s. 108.02 (19), Stats.

Adm 84.02(35) (35) “Non-Wisconsin business” means a business which is not incorporated under ch. 180, Stats., or which does not have its principal place of business in Wisconsin.

Adm 84.02(36) (36) “On-site visit” means a visit to the site of business of an applicant or minority business enterprise.

Adm 84.02(37) (37) “Outstanding shares” means the shares of a corporation which have been issued and are in the hands of shareholders. They do not include treasury shares.

Adm 84.02(38) (38) “Parent company” means a company which has at least a majority direct voting control over another company.

Adm 84.02(39) (39) “Partnership” means an association of 2 or more persons to carry on, as co-owners, a business for profit.

Adm 84.02(40) (40) “Partnership agreement” means a written agreement signed by each partner specifying the terms and conditions of the partnership.

Adm 84.02(41) (41) “Partnership interest” means a partner’s share of the profits and losses of the partnership and the right to receive distributions of partnership assets.

Adm 84.02(42) (42) “Principal place of business” means the physical location at which or from which a business performs, is maintained, or operates the majority of its business.

Adm 84.02(42m) (42m) “Program” means the minority business certification program in the department.

Adm 84.02(43) (43) “Secretary” means the secretary of the department.

Adm 84.02(44) (44) “Securities” means stocks, bonds, notes, convertible debentures, warrants or other documents that represent a share in a business or a debt owed by a business.

Adm 84.02(45) (45) “Shares” means the units into which the proprietary interests in a corporation are divided.

Adm 84.02(46) (46) “Shareholder agreement” means any agreement among shareholders which spells out the rights or future interest in the corporation among the shareholders.

Adm 84.02(47) (47) “Sole proprietorship” means a business in which one person owns all the assets of the business and is solely liable for all the debts of the business.

Adm 84.02(48) (48) “Stock affirmation form” means a form provided by the department and affirmed by the business stating that the stock ownership of the corporation is as presented in the application and in which the applicant agrees to notify the department in the event that additional stock is sold.

Adm 84.02(49) (49) “Stock certificate” means a certificate issued by a corporation certifying that the named person is the owner of a designated number of shares of stock.

Adm 84.02(50) (50) “Subsidiary” means a corporation in which one other corporation owns a majority of the voting shares.

Adm 84.02(51) (51) “Treasury shares” means the shares which have been issued but later re-acquired by a corporation and which have not been canceled or restored to the status of authorized but unissued shares.

Adm 84.02(52) (52) “Unissued shares” means shares which the corporation is authorized to issue but which have not yet been distributed to shareholders or subscribers.

Adm 84.02(53) (53) “Useful business function” has the meaning defined in s. 16.287 (1) (h), Stats.

Adm 84.02(54) (54) “Voting agreement” means an agreement among shareholders regarding the voting of their shares.

Adm 84.02(55) (55) “Voting shares” means those shares which give the holder the right to vote for directors and other matters, in contrast to non-voting shares which simply entitle the holder to dividends, if any.

Adm 84.02(56) (56) “Voting trust” means a written agreement among any number of shareholders to confer upon one or more persons, as trustees(s), the right to vote or otherwise represent their shares under specified terms and conditions.

Adm 84.02(57) (57) “Wisconsin business” means a business which is incorporated under ch. 180, Stats., or which has its principal place of business in Wisconsin.

Adm 84.02 History History: Cr. Register, September, 1987, No. 381, eff. 10-1-87; correction in (1), (2), (10), (19), (30), (32), (53) made under s. 13.92 (4) (b) 6., 7., Stats. and renumbering of (10) to (31m) made under s. 13.92 (4) (b) 1., Stats., Register December 2011 No. 672.

Adm 84.03 Adm 84.03 Certification criteria. In order to be certified as a minority business enterprise, a business shall meet the following eligibility standards:

Adm 84.03(1) (1) Be at least 51% owned, controlled and actively managed by one or more minority group members.

Adm 84.03(1)(a) (a) In a sole proprietorship, the sole proprietor shall be a minority.

Adm 84.03(1)(b) (b) In a partnership, the minority owner or owners shall act as general partner, own at least 51% of the partnership interest, and exert at least 51% of the control and management of the partnership.

Adm 84.03(1)(c) (c) In a corporate form of organization, the minority owner or owners shall own at least 51% of all outstanding stock, including voting stock, of the corporation. Any voting agreements, voting trusts, loan agreements, or shareholder agreements among the shareholders shall not dilute the beneficial ownership, the rights or the influence of the minority owners of the stock or classes of stock of the corporation.

Adm 84.03(1)(d) (d) In a joint venture, the minority owned business shall hold at least 51% of the beneficial ownership interest in the joint venture, and shall exert at least 51% of the control and management of the joint venture. The minority owned business partner of the joint venture shall be certified or be eligible for certification as a minority business enterprise.

Adm 84.03(1)(e) (e) In a subsidiary or affiliate, the parent company shall be at least 51% owned by a minority owner or owners.

Adm 84.03(2) (2) Be performing a useful business function.

Adm 84.03 History History: Cr. Register, September, 1987, No. 381, eff. 10-1-87.

Adm 84.04 Adm 84.04 Determination of minority status. The department shall require an individual to provide evidence of ethnic or racial heritage in one or more of the minority groups defined in s. Adm 84.02 (29).

Adm 84.04(1) (1) When available, such evidence shall include one or more of the following:

Adm 84.04(1)(a) (a) Birth certificates, American Indian tribal registrations, naturalization certificates and permanent residence certificates.

Adm 84.04(1)(b) (b) Birth certificate or official record of blood parent or grandparent claimed in substantiation of the minority status of the individual.

Adm 84.04(2) (2) When evidence under sub. (1) is not available, the department may accept the following:

Adm 84.04(2)(a) (a) Evidence that the individual is commonly recognized as a minority group member. This may include, but is not limited to, a combination of the following: driver’s license, draft registration or other official records which document ethnic or racial heritage; whether the individual’s birth surname is commonly recognized as a minority surname; and notarized third party statements.

Adm 84.04(2)(b) (b) An individual who is visibly identifiable as a minority group member may not be required to provide documentation of his or her ethnic or racial heritage but shall be required to submit an unaltered photograph.

Adm 84.04 History History: Cr. Register, September, 1987, No. 381, eff. 10-1-87; correction in (intro.) made under s. 13.92 (4) (b) 7., Stats., Register December 2011 No. 672.

Adm 84.05 Adm 84.05 Determination of ownership. An applicant shall meet the following standards in order to satisfy the ownership requirement:

Adm 84.05(1) (1) Minority persons must legitimately hold at least 51% of the beneficial ownership interests in the business.

Adm 84.05(2) (2) The minority ownership’s interest in the firm shall be real, substantial and continuing. Such interest shall include:

Adm 84.05(2)(a) (a) A risk of loss and share of profit commensurate with the proportional ownership; and,

Adm 84.05(2)(b) (b) Receipt of the customary incidents of ownership, such as salary, rights to dividends, ownership of assets and ownership of intangible assets such as copyrights and patents.

Adm 84.05(3) (3) The contributions of capital and expertise by the minority owner or owners to acquire his or her interest in the firm shall be real and substantial. Contributions of personal or professional services alone shall not be considered real and substantial for the purposes of this section, although they shall receive consideration when given in conjunction with other tangible forms of investment.

Adm 84.05(4) (4) All securities and ownership interests which constitute ownership or control of the firm for the purposes of establishing it as a minority business enterprise shall be held directly by the minority owner or owners. No securities or ownership interest held in trust, or by any guardian for a minor, shall be considered as being held by the minority owner or owners in determining ownership and control of the business. The right to purchase stock in the business in the future shall not be considered as being held by the minority owner or owners in determining ownership and control of the business.

Adm 84.05(5) (5) An ownership interest arising in a nonapplicant nonminority spouse solely because of the operation of marital property laws shall not disqualify the applicant minority spouse from certification if both spouses certify that only the minority spouse participates in the control and management of the business.

Adm 84.05 History History: Cr. Register, September, 1987, No. 381, eff. 10-1-87.

Adm 84.06 Adm 84.06 Documentation of ownership. The department shall require documentation of the ownership of at least 51% of the business by a minority owner or owners:

Adm 84.06(1) (1) Documentation may include, but is not limited to, the following: current business income tax return, current business financial statement, business licenses, buy-out agreements and financial agreements.

Adm 84.06(1)(a) (a) In the case of a sole proprietorship, additional documentation may include, but is not limited to, canceled checks used to purchase ownership.

Adm 84.06(1)(b) (b) In the case of a partnership, additional documentation may include, but is not limited to, partnership agreements, purchase agreements, salary and profit sharing records.

Adm 84.06(1)(c) (c) In the case of a corporation, additional documentation may include, but is not limited to, articles of incorporation, corporate by-laws, corporate borrowing resolution, stock certificates, stock affirmation forms, salary and profit sharing records.

Adm 84.06 Note Note: A stock affirmation form may be obtained, at no charge, from: WI Supplier Diversity Program, Department of Administration, P.O. Box 7970, Madison, WI 53707-7970.

Adm 84.06(1)(d) (d) In the case of a joint venture, additional documentation may include, but is not limited to, a joint venture agreement which is written and signed by all of the joint venturers. Each joint venture agreement shall specify:

Adm 84.06(1)(d)1. 1. The capital contribution made by each joint venturer; the control each will exercise; and the distribution of profit and loss. Each of these elements must be allocated in proportion to their contribution; and

Adm 84.06(1)(d)2. 2. The useful business function the joint venture will perform and the part of the work each joint venturer will do.

Adm 84.06(2) (2) The department may require documentation showing how and when the minority owner’s or owners’ interest in the business was acquired.