Section 84.02. Definitions.

  As used in this chapter, the following words shall have the following meanings:

(1)  "Administrator" means the administrator of the division of enterprise operations in the department.

(2)  "Applicant" means any business that applies to the department for certification as a minority business enterprise under s. 16.287 , Stats.

(3)  "Application" means the forms, all requested documentation, and the report of the on-site visit, if one was conducted by the department, upon which the department will base its decision to grant or deny certification or certification renewal.

(4)  "Agency" means any executive office, agency, department, board or commission of Wisconsin, another state, the federal government or local government.

(5)  "Affiliate" means a company that directly or indirectly, through one or more intermediaries, is effectively controlled by another company.

(6)  "Assets" means real and personal property of the business.

(7)  "Authorized shares" means the shares which a corporation is authorized to issue by its articles of incorporation.

(8)  "Bank signature card" means a card, issued by a financial institution, which bears the signature of the account holder and which documents the control of the business account within the financial institution.

(9)  "Beneficial ownership" means ownership of the rights in a business which are the normal incidents of owning a business; such as, the right to share in the profits and losses of the business.

(11)  "Business" means a sole proprietorship, partnership, corporation or joint venture organized on a for profit basis.

(12)  "Buyout agreement" means an agreement between or among part-owners of a business that, under stated conditions, the person withdrawing is legally obligated to sell his or her interest to the remaining part-owners.

(13)  "Capital contribution" means the cash or property contributed to a business and may include a financial investment in the business and the contribution of property, space, patents and copyrights.

(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.

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

(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.

(17)  "Corporation" means a corporation organized for profit with capital stock.

(18)  "Decertification" means the process by which a minority business enterprise loses its certification.

(19)  "Department" means the department of administration.

(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.

(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.

(22)  "Interest" means a right, claim, financial or legal share in the business.

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

(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.

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

(26)  "Marital property agreement" means an agreement that complies with s. 766.58 , Stats.

(27)  "Marital property laws" means ch. 766 , Stats.

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

(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:

(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.

(b) "Asian-Indian" - a person with ancestry originating in India, Pakistan or Bangladesh.

(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.

(d) "Black" - a person with ancestry originating in any of the black racial groups of Africa.

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

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

(g) "Native Hawaiian" - a person with ancestry in the original peoples of Hawaii.

(30)  "Minority business" means a business as defined in s. 16.287 (1) (e) , Stats.

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

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

(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.

(34)  "Non-profit organization" means an organization as defined in s. 108.02 (19) , Stats.

(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.

(36)  "On-site visit" means a visit to the site of business of an applicant or minority business enterprise.

(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.

(38)  "Parent company" means a company which has at least a majority direct voting control over another company.

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

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

(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.

(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.

(42m)  "Program" means the minority business certification program in the department.

(43)  "Secretary" means the secretary of the department.

(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.

(45)  "Shares" means the units into which the proprietary interests in a corporation are divided.

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

(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.

(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.

(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.

(50)  "Subsidiary" means a corporation in which one other corporation owns a majority of the voting shares.

(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.

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

(53)  "Useful business function" has the meaning defined in s. 16.287 (1) (h) , Stats.

(54)  "Voting agreement" means an agreement among shareholders regarding the voting of their shares.

(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.

(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.

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

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 .