Merger of nonprofit organizations – The Art & Science of the

deal

Introduction to the workbook:

This workbook of mergers among nonprofit organizations that provide social

and community services. The study sheds light on the dynamics and
problems of merging nonprofit organizations, whose only ideology focuses on
promoting the well-being of their clients. Name of the book is Merging
Nonprofit Organizations - The art and science of the deal written by John A.
Yankye, Barbara Wester Jacobus and Kelly McNally Koney in 2001. It all
began through a project called Strategic Alliance Project by Mandel Center
for nonprofit organizations founder in 1984 at case Western Reserve
University, a university wide academic center and a partnership of the
Mandel School of Applied Social Sciences, Weatherhead School of
Management, School of Law, and the College of Arts and Sciences. This
project is directed by the authors of this book who thought documenting all
the knowledge that we can think of about leading the mergers and
acquisitions of nonprofit organizations was a need and that this will help
those who want to properly understand the concepts involved.

As the passage of time the number of mergers which involved the nonprofit
organizations and their mergers are increasing, so is the need for consider
practical information that will guide those nonprofit organizations to make
decisions and to walk them through the whole process of mergers. We know
that for-profit organizations and their mergers are widely documented and
lots of information can be found for those who want to learn and take
guidance but on the other hand those nonprofit organizations can have
totally different approach and way of thinking when it comes to mergers
because personal emotions and passion is involved in nonprofit organizations
for some. However, as the more nonprofit organizations that are merging
and finding strategic alliance will have to look for the information they need
to guide them through the whole process and for this purpose various
authors wrote books but not many information can be found as we speak.

Merging two or more organizations is a complex process in fact merger

process combines the science [ The mechanics involved in the process ] and
Art [ The Human element involved ], almost every organization go through
certain basic steps when determining whether to merge or not. Merger
sometimes involve the individuals and organizations with histories,
personalities and organizations cultures that complicate the predictability of
the transaction. The expectations and traditions of the nonprofit sector often
add yet another layer of potential complications. Successfully dealing with
these variables is the art of the deal.

This workbook is all about the case of a merger between two nonprofit
organizations that is Waybright and Helping Hand -- that are composites of
several different organizations studies by the author of this book. It depicts
the experiences the owner and executive director of both the organizations
they merger journey on how they presented it and the role of the consultant
engaged to work with them both. We all know that now in this era
organizations combine their resources to get through the economic crush
being faced by the economy and to utilize each other’s resources
meaningfully they merge together, join forces together or make strategic
alliance with one another to better run what they are doing – keeping it in
mind nonprofit organizations who merged in this case is the same as at one
side Robin Kent who was retiring and she wanted to take her organization in
the right hands.
Following are the key elements that we can learn from this workbook by
analyzing the case of Waybright and Helping Hand in Cleveland.

• The personal Nature of Nonprofit Mergers

• Shared Vision and Values
• Resources required for successful Mergers
• Stakeholder Involvement
• Building Trust
• Using a consultant to facilitate the process
• Communication
• The Value of a Position of strength

All these learning outcomes can be seen through the book and you will be
able to find answers that were never discussed as the situation of the
nonprofit organization while merging is different from that of a profit
organization, because of the human element involved with it. Nonprofit
organizations are run not for the sake of profit making or the employees
have some personal commitment a sense of passion to the job, because
without the passion working with a nonprofit organization will not be more
than a profit making machine for you.

This book covers different aspects of the merger process that was involved in
the case of Waybright and Helping Hand which are discussed below:

• Context for a merger

• Strategic Planning
• Partner assortment
• Side by Side study
• Due diligence
 • Implementation and evaluation
• Lessons Learned

Context of a Merger:

Context of a merger includes everything about the meaning through the

context of what Waybright and Helping had in mind , a brief introduction to
the Steve Walters the board president of Waybright and how he had this
passion for this organization, his daughter Lilly who was developmentally
disabled and was living with one of Waybright’s group homes.

Basically context of a merger is something when two organizations join

forces together or ever consider joining forces together they must take into
account a myriad of issues that can come up and each of which can be
viewed from different perspectives. In the nonprofit sector those
perspectives are confusing and complicated and sometimes contradictory.
They include those of board and staff, of clients and supporters. This story of
Waybright and Helping hand will be told through the eyes of a board
president an executive directory and the nonprofit consultant as discussed
before.

Strategic Planning:

As the nonprofit sector has been changing significantly over the past two
decades we see the size has also been changed and sector is increasing its
size day by day, with the expansion in this sector we come to know more
details about the internal working of the sector and how things work in it,
now is the time that we should know the driving forces of a merger, how
things started happening and factors that lead to merge two companies and
grounds for these alliances to take place. So with this keeping in mid both
the companies have to plan out the entire process on how things will move
on, what things they need to investigate first and what are the
environmental, financial, managerial, programmatic forces that drives the
strategic alliances between organizations.

Environmental

1. Fast expansion of nonprofit sector.

2. Increased competition among nonprofits for human and financial

resources.

3. Increased competition between profit and nonprofit sectors.

4. Threat of being acquired, merged.

5. Stress from funders.

Programmatic

1. Diversify or increase “product” mix.

2. Increase geographical market share.

3. Improve the quality of programming and services.

4. Associate with a high quality organization.

5. Assure survival of an important community service.

Managerial

1. Strengthen the administrative structure and/or leadership.

2. Utilize human resources more effectively.

3. Provide better opportunities for specialization.

4. Obtain state-of-the art technological capacities.

5. Establish the organization’s strategic position.

Financial
1. Gain access to increased or more reliable funding.

2. Gain access to capital funds.

3. Improve the organization’s profit margin.

4. Reduce costs through economies of scale.

5. Make the most of the organization’s or community’s resources.

Partner Selection:

The main purpose of the partner selection starts when you come out of the
strategic planning that is to complete all those forces that drives those and
planning on the roadmap then made. Partner planning is all about coming up
with the new opportunities for your strategic alliance or merger and steps to
find the best suited partner. There is a five criteria discussed in the case for
a potential merger partner to have that includes:

• Similar Mission & Values

• Consistent Vision for the future
• Sufficiently large size to predict long-term survival
• Board and staff compatibility
• Staff job protection

So selecting partner is the most critical situation which has to be handle

diligently and carefully, because it depends on the partner selection which
partner you choose who will be with you in long run and will be compatible
with you or not, are our employees protected with it etc

Creation of a Joint Feasibility Task Force

Joint feasibility task force means in the light of the case discussed in the
book about Waybright and Helping hand that is one the one side Waybright
want to achieve its long term goals by merging Helping hands with them and
one the other side Helping Hand wanted to have someone who can take care
of their operations since they were growing from the last 3 years and they
wanted to have someone charge them since Robin Kent was retiring.

Building trust with a potential partner

Once you are done with the joint feasibility part and potential partner is
selected, the next step is to build trust among parties. This is the most
critical part of the merger here both the parties should realize that the
merger is in their interest and the other party is going to work for their best
interest. One of the goals of this first meeting between merging companies is
to discuss the possible benefits of an alliance. The process should start by
recognizing the potential results of an alliance and determining if these
outcomes are viewed similarly. Trust building develops in these discussions
and, therefore such conversations should not be rushed and it is better to
carry out such discussions for longer period of time. Creating a joint
feasibility task force is another positive step toward building trust. In the
case of Waybright and Helping Hand, establishing such a task force with an
equal number of representatives from both organizations reinforced the
notion of mutual respect, not withstanding size differences of the two.

Side By Side Analysis:

Just because neither Helping hand nor Waybright had been through
comprehensive formal alliance explorations previously, their leaders agreed
that the process would be more effective if they used a consultant to
structure the exploratory processes and guide them through it. Following
were the areas which were explored:
 • Mission, Vision and Organizational Culture
• Governance Structure and Operations
• Programs and services
• Human Resources
• Facilities and Technology
• Financial and Fund Development
• Marketing and Communications

First they needed to get to the consultant selection process then comes the
side by side analysis process; the above mentioned points were explored in
their first meeting through a consultant and explored those above mentioned
points.

In their second meeting they have to talk more in depth and discussed about

Confronting the challenging issues – that is how they going to tackle their
issues, some of these issues during mergers process includes the future
leadership of the organization and the name of the organization etc.

The Human Factors – includes all those steps and decisions they took
regarding the human resource, structural and operational issues of the
organization.

Future Leadership Selection – includes the leadership needs of the

organization and how they are going to do it.

Determining the best type of alliance – this included how they are to go
about with the alliances and which ones are the best suited for them in
future.
Finalizing the feasibility task force report – this is the end step after which
they were ready in terms of feasibility report and study, they had to submit
those to the respective boards and inform them about the side by side
analysis process and what they had explored in it.

Due Diligence:

Due diligence is a detailed, lucid approach to accomplishing a recognition of

an organization’s operations. The primary focus of due diligence review is as
follows.

• Verification of all the financial resources of an organization.

• Analysis of its current or potential liabilities.
• Documentation of the levels, capacities and compensation of staff.
• To assess the condition of physical facilities; and
• To identify any legal barriers or challenges to moving forward with a
merger, consolidation, or other type of strategic alliance.

There is a checklist provided in the workbook which can be observed for

detailed version. This due diligence work sheet was to be completed from
both of the organizations to be transparent of every end.

Implementation and Evaluation:

In this phase both the parties have to sign the Agreement of merger and
implementing the agreement as they signed it. Merger agreement if a legal
document defining the parameters and conditions of a merger, it details
aspects of the organizational integration, including the new organization’s
name change in bylaws, articles of incorporation, and other organizational
contracts and policies require prior to the merger. After the board of
directors approves the merger agreement they have to implement it,
Activities that are included in the implementation are:

• Establishing the overall structure for the organization

• Developing the staffing plans for each department
• Determining a workable plan to equalize staff compensation packages
with an initial adjustment on the effective date of the merger and
additional adjustments over the next two years
• Restructuring volunteer programs
• Building the appropriate MIS network, including merging fund
development databases
• Creating a marketing and promotional plan
• Restructuring facility utilization and coordination of transferring the
people and equipment
• Developing a detailed organizational budget and fund raising plan

Evaluation Consideration:

Evaluation revolves around the concern for both of the organizations to have
a successful merger experience or not? How were they going to assess
whether this merger and the process that led to it was a success and how
would they document the lessons they learned during the whole process to
help them with the future strategic alliance with other organizations.
Everything in the merger planning process is evaluated in this phase.