To merge or not to merge…that is the question
In this difficult economy, an increasing number of individuals are suggesting that nonprofits with similar missions consider merging as a survival strategy. Before organizations consider a merger, its leaders should ask themselves if the merger will result in a stable organization that can more effectively serve the community as one entity. In the past two years, there have been two major nonprofit mergers in Sonoma Valley. The first consolidation was April 2009 and involved Vineyard Worker Services becoming a part of La Luz, an organization that serves the needs of Sonoma’s immigrant population. The more recent merger occurred in February 2010, in which Operation Youth merged with The Teen Center to become Sonoma Valley Teen Services.
There are several reasons that nonprofits merge. Research commissioned by CompassPoint, a San Francisco-based nonprofit consulting and research firm, identified the major reasons as a current or imminent financial crisis; the departure of an executive director; a move to reduce competition; a strategic growth strategy; the struggle to recruit or retain staff or board talent; the recommendation of a funder; and a request from another organization. CompassPoint research cited that the benefits organizations seek through a merger include the ability to continue to serve its clients or its geographic region; increased community impact by integrating compatible programs; reduced overall administrative costs; stronger strategic positioning with clients, donors, competitors, and policy-makers; stronger board of directors; and stronger staff management.
Organizations that share a mission are prime merger candidates. According to Kimberly Blattner, La Luz board president, “The primary reason for our merger was that we had significant mission, program and identity overlap. We wanted to eliminate duplication of services to the same community. Vineyard workers and their families were already using La Luz for English and computer classes and all the other referral services we provide.” Tim Boeve, board president of SVTS said, “The fact that both agencies shared a similar mission with teens and reached out to a similar teen population brought us to the table.” He added, “There was a longstanding sense among a few of the principal board members from both organizations that this was simply the right thing to do and the right time. Then there were the usual reasons of reducing redundancy and combining our respective board strengths to yield an even better working board. Both organizations struggled with gaining recognition in the community as relatively small players, since neither had a full-time executive director or any support staff.”
If a nonprofit is considering a merger, there are specific steps its leadership can take to ensure success. The first step is to form a merger committee that includes the board chair, the executive director, and respected board members. Then, the committee should consider prospective merger partners by identifying nonprofits that provide services the organization’s clients want and nonprofits that compete for funding and clients. After identifying prospects, a board member should initiate an informal discussion with the prospective partner’s board chair or executive director. In an effort to explore a possible merger in good faith, David LaPiana, a nationally-recognized expert in nonprofit governance, recommends that the board of both prospective partners pass an “Intent to Merge” resolution. The next step is the development of a “Merger Agreement” which identifies common timelines; mission and values; board and staff composition and leadership; budget; organization name and structure; programs; and location. An important next step is to conduct due diligence that includes identifying existing debt; pending legal issues; labor agreements; membership issues; bequests and endowments; and committed grants and contracts. Finally, the organizations should work with legal counsel to turn the Merger Agreement into a legal document, launch the merger, and perform the organizational integration.
Regarding the SVTS merger process, Boeve said, “The transition went quite smoothly in part because we brought in an outside consultant who helped us through the process. There was also a high degree of interest in making the merger work on the part of both boards. The hardest part really had to do with getting our separate bookkeeping systems in sync.” Kimberly Blattner stated, “I would recommend that any organization contemplating a merger be very deliberate in their strategic restructuring and make sure that all their donors and stakeholders are fully informed of the process.”
Nonprofit leaders should realize that mergers may not be a panacea. It is unusual for a merger to combine two equal parties; instead, one of the nonprofits frequently turns out to be stronger than the other. Rarely do mergers result in an immediate reduction of administrative costs. Research indicates that cost reductions are not usually realized until the third year after the merger. And, not all mergers result in a new organization that’s stronger than the two pre-merged organizations. In the case of La Luz, Blattner commented, “With one executive director and one administration building we were able to cut costs and reduce confusion for the Latino community about where to go for what information. The only real difficulty we experienced was having to cut some personnel, which is always unfortunate.” Boeve said, “The board is in the process of seeing where the respective strengths of our two program directors lie and how they can effectively complement one another. However, all the programs that comprised our respective organizations are still going strong. I believe this merger will result in our teens being much better served because we have brought into one entity two groups of people who care very much about helping young people succeed. I think it is safe to say that the $100,000 Impact100 Sonoma grant – awarded to SVTS May 7 – resulted from our merger and that neither organization had the capacity on its own to warrant serious consideration.”
Even if a nonprofit ultimately decides not to merge, the merger exploration process can produce benefits that deepen an organization’s understanding of itself; expand the organization’s collaboration partners; and increase its respect in the community.
Dr. B.J. Bischoff is the owner of Bischoff Performance Improvement Consulting, a Sonoma firm specializing in building the capacity of nonprofit organizations and government agencies to better serve their stakeholders. She is President-Elect of Impact100 Sonoma and can be contacted at email@example.com.