In this chapter:
(1)
"Administrator" means the administrator of the division of enterprise
operations in the department.
(2)
"
Affiliate" means a company effectively controlled by another, such as a
branch, division, or subsidiary. As prescribed in
15 USC
80a-2, an
affiliate includes a company in
which there is ownership, direct or indirect, by another company, of 5% or more
of the voting stock.
(3) "Appeal"
means a written request by an applicant to reconsider a determination of a
denial of application, certification renewal, recertification or
decertification.
(4) "Applicant"
means any business that applies to the department for certification as a
woman-owned business enterprise under s.
16.285(1),
Stats., and this chapter, through submission of application forms.
(5) "Application" means the forms, whether
paper or electronic, all documentation requested by the department, and a
report of an on-site visit, if one was conducted by the department, upon which
the department will base its decision to grant or deny certification,
certification renewal or recertification.
(6) "Assets" means the real and personal
property of a business.
(7)
"Authorized shares" means the shares that a corporation is authorized to issue
by its articles of incorporation.
(8) "Beneficial ownership" means ownership of
the rights in a business that are the normal incidents of owning a
business.
(9) "Broker" means a
person who acts as an intermediary between a buyer or seller, usually charging
a commission for value added.
(11)
"Business" means a sole proprietorship, general partnership, corporation,
limited liability company, limited liability partnership, or joint venture,
organized for a profit basis - except where the context implies that this term
is referring instead to buying or selling commodities or services.
(12) "Capital contribution" means the cash or
property contributed to a business, and may include a financial investment in
the business or the contribution of property, space, patents and
copyrights.
(13) "
Control" means
the power to direct the day-to-day and long-term operation and management of a
business.
Note: Departmental assessments of operational and managerial
control will rest upon the peculiarities of the industry of which the business
is a part.
(14) "Conversion
rights" means any agreement, option, scheme or documents that will create any
rights which, if exercised, would result in less than 51% woman ownership of
the business, or less than dominant control by woman owners or both.
(15) "Corporation" means a corporation
organized for profit, with capital stock.
(16) "Decertification" means the process by
which the department determines that a WBE no longer meets the eligibility
criteria, and then rescinds the certification status.
(17) "Denial" means the office's reaction to
an applicant that does not meet the certification eligibility
requirements.
(18) "Department"
means the department of administration.
(19) "Distributor" means one that markets or
sells merchandise, such as a wholesaler.
(20) "Expiration" means the specified end of
the WBE certification, at the close of the three-year certification
period.
(21) "General partner"
means a partner who participates fully in the profits, losses and management of
a partnership and who is personally liable for its debts.
(22) "Industry standard" means the usual and
customary practice in the delivery of products or services within a particular
business sector, such as procurement, billing payment and
performance.
(23) "Interest" means
a right, claim, financial or legal share in a business.
(24) "Issued shares" means the shares of a
corporation that have been authorized and actually sold to subscribers. They
may include treasury shares.
(25)
"Joint venture agreement" means a written agreement signed by each joint
venture specifying the terms and conditions of the joint venture.
(26) "Limited liability company" means a
company similar in structure to a partnership, but its members are not
personally liable for the entity's debts and liabilities. Its members may
participate in the management of the company without risking personal
liability.
(27) "Marital-property
agreement" means an agreement that complies with s.
766.58,
Stats.
(28) "Marital property laws"
means ch. 766, Stats.
(29)
"Marital-property waiver" means a form provided by the department to document
separate control and management of a business under marital property
laws.
(30) "Nonprofit organization"
means an organization as defined in s.
108.02(19),
Stats.
(31) "Non-Wisconsin
business" means a business that neither is incorporated under ch. 180, Stats.,
nor has its principal place of business in Wisconsin.
(31m) "Office" means the office of women's
business ombudsmen, in the department.
(32) "On-site visit" means a visit to an
applicant's physical place of business for the verification of information
submitted in the application and accompanying documentation.
(33) "Parent company" means a company that
has at least a majority direct-voting control over another company.
(34) "Partnership" means a contract entered
into by two or more persons in which each agrees to furnish a part of the
capital or labor for a business enterprise, and by which each partner shares in
some fixed proportion in profits and losses.
(35) "Partnership agreement" means a written
agreement signed by each partner specifying the terms and conditions of the
partnership.
(36) "Partnership
interest" means a partner's share of the profits and losses of the partnership
and the right to receive distributions of partnership assets.
(37) "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.
(38) "Recertification" means the process by
which WBE status is reestablished, prior to expiration at the close of the
three-year certification period.
(39) "Renewal" means a one-year continuation
of a WBE certification, at the end of each of the first two years of the
three-year certification period, as subject to a review by the
department.
(40) "Retailer" means
the seller of goods or commodities directly to consumers at a retail
price.
(41) "Secretary" means the
secretary of the department.
(42)
"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.
(43) "Shares" means the
units into which the proprietary interests in a corporation are
divided.
(44) "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.
(45) "Stock-affirmation form" means a form
provided by the department and affirmed by the applicant 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.
(46) "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.
(47) "Subsidiary" means a corporation in
which one other corporation owns a majority of the voting shares.
(48) "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.
(49) "Unissued shares" means shares which the
corporation is authorized to issue but which have not yet been distributed to
shareholders or subscribers.
(50)
"Useful business function" means the provision of materials, supplies,
equipment or services to customers in addition to this state. Acting as a
conduit to transfer funds to other than a woman-owned business does not
constitute a useful business function, unless doing so is a normal industry
practice.
(51) "Value added" means
something that is added to a product or service by a marketer or distributor
which warrants a markup in the retail price.
(52) "Voting shares" means those shares that
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.
(53) "Woman-owned
business,
woman-owned
business enterprise, or WBE" means a sole proprietorship, general
partnership, corporation, limited liability company, limited liability
partnership, or joint venture, which is organized for a profit basis and which
fulfills all of the following requirements:
(a) If privately owned, it is at least 51%
owned, controlled, and actively managed by one or more women who are either
U.S. citizens or lawfully admitted to the United States for permanent
residence, as defined under
8 USC
1101(a) (20).
(b) If publicly owned, at least 51% of the
stock is owned and controlled by one or more women who are either U.S. citizens
or lawfully admitted to the United States for permanent residence, as defined
under 8 USC
1101(a)
(20); and the management and daily operations
are controlled by one or more of those women.
Note: Section
8 USC
1101(a) (20) reads as
follows "The term `lawfully admitted for permanent residence' means the status
of having been lawfully accorded the privilege of residing permanently in the
United States as an immigrant in accordance with the immigration laws, such
status not having changed."
(54) "Wholesaler" means a middle person or
distributor who sells mainly to retailers, other merchants, and industrial
commercial institutional users, as distinguished from consumers.
(55) "Wisconsin business" means a business
that either is incorporated under ch. 180, Stats., or has its principal place
of business in Wisconsin.