How is GreenSeam’s mission different from the mission of GreenSeam Futures?
GreenSeam Futures’ mission is a subsection of GreenSeam’s wider mission to elevate our region as the world-class food and agribusiness epicenter. The original GreenSeam entity will still remain active in pursuing its four pillars of business retention and development; business attraction and creation; talent development, retention and attraction; and regional branding and promotion. The original entity will continue to fundraise in support of these goals, and it will continue to form and drive the development agenda for the GreenSeam region.
GreenSeam Futures would exist to support GreenSeam’s primary mission, by leveraging connections to the educational community and to philanthropic institutions that are not available to the primary GreenSeam entity as a 501(c)(6) business association. GreenSeam Futures would be classified as a 501(c)(3) charitable non-profit organization, which means that donors to GreenSeam Futures would be eligible to use their contributions as charitable deductions for tax purposes. to be the primary public face of the GreenSeam movement in the region. In particular, private foundations generally cannot make contributions to business associations like GreenSeam, but they would be able to contribute to GreenSeam Futures.
GreenSeam Futures’ role would be to provide coordination and financial support for areas of interest identified by GreenSeam. GreenSeam Futures would be responsible to ensure donor-deductibility, by ensuring that its funds are solely used for activities within GreenSeam’s larger mission that qualify as “charitable” purposes. To that end, as a part of the process of forming GreenSeam Futures, GreenSeam has identified four areas related to education and research consistent with GreenSeam’s overall mission for GreenSeam Futures to support.
What are the differences between the governance structure of GreenSeam and GreenSeam Futures?
GreenSeam is a 501(c)(6) non-profit business association and wholly-owned subsidiary of Greater Mankato Growth. GreenSeam is governed by a 20 member Board appointed by GMG Inc.
GreenSeam Futures would be governed by a separate Board, as required under IRS regulations related to 501(c)(3) charitable non-profits. The GreenSeam Futures Board will consist of five members: three appointed directly by GreenSeam, who may be removed and replaced by GreenSeam at any time, and one representative of each of GreenSeam’s Educational Institution Partners, South Central College and Minnesota State University—Mankato. The educational institutions will nominate their respective representatives, but GreenSeam will retain final approval of the nominees.
GreenSeam Futures will be a separate legal entity from GreenSeam, with separate Articles of Incorporation, By-Laws and governance policies, again as required by IRS regulations related to charitable organization status. However, GreenSeam Futures’ Articles and By-Laws may only be amended with the approval of the primary GreenSeam entity.
How will GreenSeam and GreenSeam Futures avoid conflict and remain aligned?
The GreenSeam Futures Board composition—with GreenSeam directly appointing a majority of the Board and having final approval power over all nominees—will ensure that GreenSeam Futures remains aligned with the goals and policies of the primary GreenSeam entity. Policies and procedures to be developed by both the GreenSeam and GreenSeam Futures Boards regarding cooperation, communication and dispute resolution between the two entities will further align the organizations.
Will GreenSeam Futures require separate staffing and redundant overhead?
If GreenSeam Futures attains the level of success in fundraising and program support we believe it is capable of, eventually GreenSeam Futures may need a small staff. For the foreseeable future, though, GreenSeam will provide staffing, office space and supplies to GreenSeam Futures through a contractual arrangement. Assuming GreenSeam Futures’ fundraising efforts are successful, GreenSeam Futures would then reimburse GreenSeam for its hard costs and employee time pursuant to the contract.
The only significant redundancy between GreenSeam and GreenSeam Futures is that they must maintain separate financial records and accounts. In order to maintain a 501(c)(3) classification, GreenSeam Futures must not commingle the donations it receives with GreenSeam’s assets. The entity must also be able to show that GreenSeam Futures is not subsidizing GreenSeam or paying more than fair value for the services and supplies provided to it by GreenSeam.
How will we make sure GreenSeam and GreenSeam Futures are operated correctly?
Both the GreenSeam Board and the GreenSeam Futures’ Board will be responsible for developing governance policies and procedures that clearly identify the roles and responsibilities of the separate entities. This will include not only technical requirements of maintaining GreenSeam Futures’ 501(c)(3) charitable organization status, but also practicalities of who makes what decisions and how are they communicated across the entire GreenSeam/GreenSeam Futures structure.