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To Merge or Not to Merge?

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The Covid-19 pandemic is impacting nonprofits in one of two very different ways: some nonprofits are experiencing a dramatic increase in donor support and demand for services while the other half have watched their programs and funding come to a grinding halt because of issues related to social distancing. On each end of the spectrum, nonprofits are re-considering their plans for the future and what partners will be needed to realize them. Some organizations will consider mergers and, as they do, we hope this article will serve as a guide for their process.

Is a Merger Right for You?

David LaPiana, a nationally recognized nonprofit merger consultant and author of The Nonprofit Mergers Workbook, Part 1 & II, stresses that successful mergers will be driven by one or more of the following long-term strategic goals:

  • Better market positioning;
  • A larger market share;
  • A higher public profile;
  • Greater political influence;
  • More strategic fundraising;
  • A larger staff, allowing greater specialization of functions and the provision of more service;
  • The creation of a continuum of services under unified control; and/or
  • Better economies of scale.

If your nonprofit is considering a merger out of a desire to immediately start saving money, be forewarned: mergers are expensive. Mergers done well will require additional resources that will increase your current operating budget. Any overhead or payroll savings will most likely not be realized for a couple of years.

According to the Chicago Nonprofit Merger Research Project, a partnership between Northwestern University’s Kellogg School of Management, Mission + Strategy Consulting, and eight Chicago foundation funders, published in 2017, the most common denominators among successful nonprofit mergers include:

  • A prior relationship or collaboration existed between the organizations that merged.
  • Third-party consultants or facilitators were hired to navigate the often-lengthy merger process. (Median merger negotiation outcome took 15 months.)
  • The board chair or a board member from one of the organizations emerged as the chief merger advocate. (Meaning that the merger process was championed at the board level and was not staff-led.)
  • Motivations for the merger were spurred by a desire to enhance the competitive position of both organizations in response to external forces: competitors, shifts in government practices and policies, and the need for greater financial stability.

If you recognize your nonprofit’s merger intentions and capabilities among the benefits and critical requirements listed above, read on to understand how to proceed through the three primary phases of a nonprofit merger: Negotiation, Implementation, and Integration.

Negotiation Phase

Once two nonprofits commit to exploring a potential partnership, the Negotiation Phase officially begins. Key steps of this phase include:

  • Instating a “Negotiations Committee” or “Exploratory Committee” consisting of an equal number of board members from each of the potential merger partners. Nominations of non-board members who may have specific skills or experience beneficial to the discussion may be allowed as long as those nominations are unanimously supported. However, once the committee is inaugurated, no new members should be allowed to join.
  • All Negotiations Committee members must sign an agreed upon Confidentiality Agreement. This exploratory phase will require both organizations to be fully transparent and divulge all aspects of their operations – including those aspects that may be embarrassing. If, ultimately, the merger is not pursued, all committee members must be held accountable for not divulging any information shared in negotiations with outside parties.
  • Minutes must be carefully recorded at each Negotiation Committee meeting.
  • Due diligence is conducted as both organizations present and jointly review the following documents:
    • Organizational – Articles of Incorporation, Bylaws, Organizational Charts, etc.
    • Tax – IRS and State exemption letters, 990 filings, state tax filings, etc.
    • Insurance – General Liability policy, Directors & Officers policy, Workers Compensation policy, etc.
    • Personnel – all employee job descriptions and compensation, personnel policies, employment contracts, benefits programs, volunteer policies, etc.
    • Financial – audited financial statements, current income and balance statements, current budgets, copies of loans or other debt financing arrangements, etc.
    • Real Estate – deeds, leases, mortgages, etc.
    • Legal – statements describing any current or threatened litigations, copies of licenses and permits, list of commitments that would cancel as a result of a merger, etc.

At the end of the Negotiation Phase, if a merger is still desired, the Negotiations Committee will document a merger proposal to present to the respective boards of each of the merging organizations. The merger proposal will summarize the outcomes of the exploratory conversations and identify which specific merger structure will be pursued. (Parent-subsidiary, one organization acquiring/absorbing the other, or dissolution of both organizations and the incorporation of a third new entity are just a few of the potential options for consideration.) Each organization’s board must approve the merger proposal presented per their respective bylaws in order to move into the Implementation Phase.

Implementation Phase

The Implementation Phase is often the shortest of the merger phases, depending on how the new merger will be structured; which is a good thing as it is critical to hire an attorney experienced in nonprofit mergers to guide this phase. Essentially, the only goal of this phase is to legally merge and incorporate the two nonprofits to become one entity. Unlike mergers conducted in the for-profit world where attorneys are hired to represent each organization in this process, nonprofit mergers should involve only one lawyer who serves as a mediator to create mutual success for the merging organizations.

Integration Phase

Usually, as organizations reach this phase, there is a sense that the majority of the work has been done. But, that’s not true. In fact, the Integration phase is the hardest and longest phase of the merger process. There are always unanticipated “hiccups” that arise as new boards, staffing structures, donor systems, financial records and organizational cultures are blended together. This phase requires significant behavioral change throughout both organizations and can be quite emotionally challenging. Make sure all members of your leadership team understand the full scope of the merger process and are fully committed to the work and patience required to successfully complete the Integration Phase. Integration is not easy, but it is the most rewarding of all the merger phases, as the organization’s new identity – and each person’s role within it – is defined resulting in a shared sense of empowerment and long-awaited forward progress.

Collaboration is the heart of nonprofit work and mergers are the ultimate manifestation of collaboration. Many of our most valued local nonprofits grew out of two smaller programs or organizations uniting and leveraging their combined resources to create a greater good. We understand that the process is complex and want to remind you that Spokes is here to help. If you need a sample Confidentiality Agreement, sample merger worksheets, consultant referrals or an introduction to nonprofit leaders who have led successful mergers, contact us! In the meantime, here are a few other resources that may be helpful for you as you consider if a merger is right for your nonprofit.

From Stanford Social Innovation Review, “Nonprofit Mergers that Work”.

From the Council of Nonprofits, “Mergers, Collaborations and Strategic Alliances”.

From Nonprofit Quarterly, “Nonprofit Mergers: New Study Sees Strategy and Success”.

Nonprofit Leadership During Crisis

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A crisis can tell you a lot about your organization. If your nonprofit is functioning at healthy levels, you are able to build upon these strong foundations to weather storms and continue to further the mission. On the other hand, a crisis can often bring up fundamental issues within an organization that need to be dealt with. Here are some areas to take a closer look into to ensure that your organization is set up to withstand and come out of a crisis situation thriving.

It is a Team Effort 

When determining the health of an organization, one needs to look no further than the leadership of the Executive Director or CEO and the Board of Directors. These individuals should be cultivating a productive culture centered around the nonprofit’s core values and mission. Each individual must have a clear understanding of the mission and display commitment through making unique contributions to its success. 

When crises emerge, these individuals must remember why they are here. Their actions always need to take into account the good of the whole. It is vital to be able to do the right thing even when it is hard. When there is this kind of leadership at the top of the organization, the rest of the staff and volunteers will organically follow their example.

Focused and organized

As a board member or Executive Director/CEO, if you are committed to this type of leadership, you will be able to carry out your mission in a focused and organized way. This will allow you to be able to move through any potential fear surrounding a crisis, see challenges as opportunities, be creative and collaborative and continue serving your mission.

Executive Director/CEO relationship with the Board of Directors:

It is essential as an Executive Director to be able to facilitate discussions that are organized and clear to ensure that a nonprofit is always moving toward mission based action. Everyone must be rowing in the same direction. Miscommunications and disagreements must be handled swiftly and moved past in a safe space where the leaders can work collaboratively. Here are some key focuses for an Executive Director when fostering this relationship with the board of directors. 

  1. Accountability. As the Executive Director, you must be clear about your own commitments and accomplishments and how they further the mission. This will give you the ability to follow up on board commitments and accountability. 
  2. Communication. You are the one who is in the day to day operations and will be able to have a clear insight into what is happening within the organization. It is important to understand the best way to communicate with each board member to keep them informed and on the same track and avoid miscommunications.
  3. Appreciation. Board members are volunteers who make efforts to support the mission and you. Showing appreciation goes a long way to build these relationships and continue to move productively forward together. 
  4. Outreach Efforts. Effective communication about your organization’s impact needs to reach your community to garner continuous support. Know your board and understand how each person can individually support these efforts. 

The Board President

As a Board President, or Chair, you must be one of the most dedicated individuals to the mission of a nonprofit. You must be able to provide clarity if the leadership team ever veers off mission and hold them accountable to doing what they have committed to doing. Here are some focuses that will lead to effectiveness as a Board President.

  1. Culture. You need to be able to partner with the Executive Director to always guide the leadership team with the core values and mission. Part of your role is to hold each individual on the team accountable to operate with these in mind. 
  2. Responsibility. You have a huge impact on the health of your board. It is important to understand the different capacities and capabilities of the board and how they can best serve the organization. Don’t let board members waste energy on efforts that don’t make sense. When issues arise, ask the right questions in order to be able to deal with the issues and move on. Board members should be able to depend on your consistency, honesty, communication and organization.
  3. Productivity. Make sure that efforts are always moving forward and that the team is being proactive and adjusting efforts when it makes sense. If something seems to be stuck, deal with it as quickly as possible so it won’t get in the way of the nonprofit’s momentum. 
  4. Strategic.  We cannot stress enough how important it is that efforts are always supporting the mission. You need to continually be able to take a step back and see how each effort fits into the big picture of accomplishing and growing the mission.

Four More Models for Nonprofit Collaboration

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This article is the third in our series on nonprofit collaboration models. The first (click here) was on getting your nonprofit ready for collaboration and the second (click here) introduced collaborative models 1 through 4 to consider. Today we look at models 5 through 8 that offer some unique ideas for bringing projects or ideas together without having to merge entire organizations. If you have a reaction, comments or additional information to share on any of the eight models of collaboration or mergers for nonprofits, we’d love to hear from you in the comments area.

5. Joint Partnership for Issue Advocacy

This collaboration allows two or more nonprofits with similar missions to speak with one voice on a particular issue without having to form a new organization. With both nonprofits working together, they can combine their resources to deliver a stronger, more far-reaching message—especially if the issue faces any type of opposition. Since the nonprofits are advocating together to address only a short-term or sporadic issue, forming a new, permanent organization is not necessary.

This model works best when nonprofits have a shared long-term mission but want to concentrate on achieving short-term goals around one particular issue and want to expand efforts to deal with that issue. Partnerships can mobilize a larger audience for more impact. Challenges can include coming to terms with how each organization feels about the issue, and then determining the content and delivery method for their message so a united front can be presented. There will need to be clear guidelines on which nonprofit will be responsible for costs, workload distribution, and other obligations of the campaign.

6. Joint Partnership with the Birth of a New Formal Organization

Sometimes several nonprofits confronted with a mutual concern can benefit by developing a new,  independent organization whose goal is to address this issue on a long-term, more in-depth basis. This is an ideal scenario when two or more organizations identify a common issue that isn’t exactly in their present wheelhouse to manage, but needs to be resolved to advance the overall mission of each nonprofit.

Significant benefits of creating a new formal organization by combining one or more nonprofits can include: (1) eliminating competition for funding, (2) strengthening avenues of communication, and (3) allowing the nonprofits to consolidate their efforts in working with the new organization to support it. Challenges can include continuing to generate sustained funding for the new organization, and the willingness of the original nonprofits to give up ownership of the issue to the newly formed nonprofit.

7. Joint Administrative Office and Back Office Operations

This form of collaboration allows multiple nonprofits to streamline aspects of their programs by sharing a joint administrative office, i.e., sharing professional services such as human resources, information technology, financial assistance, legal advice, and so on. Another option would be to create a separate organization whose sole purpose would be to provide this type of support for nonprofit organizations on a contract basis.

The model would allow nonprofits to share administrative expenses and operational tasks. Small nonprofits, in particular, would be able to function more efficiently without having to carry the entire expense of hiring staff and outside contractors for these services. Spending less time on administrative duties also means the nonprofit Executive Director/CEO can concentrate more fully on program and service delivery. One of the toughest challenges can be finding a way to keep service delivery balanced fairly for all nonprofit partners. Additionally, it might be difficult for a nonprofit partner to transition to independent services when it becomes too large to comfortably utilize the joint office services.

8. Confederation Model

The best example of the nonprofit confederation model collaborative is the United States of America. Individual states operate separately but are an integral part of a federal whole. The umbrella organization exists to provide services, coordination, and other support to each member.

A large group of nonprofits often exist as a confederation of nonprofits that come together under an umbrella organization that exists to provide services, coordination, and other support to each member nonprofit.  Each member nonprofit operates independently to provide programs and services in its own location. Examples of this model are the United Way, The National Association of Free & Charitable Clinics, Boys and Girls Clubs, and the YMCA. While some of these are huge national or international organizations, groups of smaller nonprofits can also form a confederate model of collaboration.

This model brings similar organizations together to form a network of service delivery in different communities while drawing support from a centralized umbrella organization. Having the umbrella organization provides more branding and exposure to issues. It also helps the individual nonprofits to increase its programs and services through the sharing of resources. A few challenges of the model are making sure that the interests of the individual nonprofits are sufficiently represented in the top-level organization and balancing the autonomy of individual nonprofits while being under the authority of the umbrella organization.

Summary

Working collaboratively can be one of the most important concepts for nonprofit leaders to consider as competition for nonprofit funding, visibility and resources intensifies.  This series of articles on collaboration models for nonprofits are meant to get you thinking about how you might expand the services of your nonprofit by working with others to meet your goals. Feel free to comment below if you have any thoughts or questions about nonprofit collaborations.

Additional Resources:

Information in this article was taken from Models of Collaboration: Nonprofit Organizations Working Together. The Collaboration Prize, ASU Lodestar Center, 2009. h

George N. Root, III. Advantages and Disadvantages of Collaboration Between Businesses.  

Joan Garry Consulting Blog (Podcast) Ep 89: Nonprofit Partnerships, Mergers, and Acquisitions (with Wendy Foster).

Nonprofit Collaboration Models: One Size Doesn’t Fit All

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This the second in a series of articles on building collaborations in the nonprofit community. See Article 1 here.

Managing your nonprofit in an era where there seems to be increased competition for charitable giving can be challenging, to say the least. For some nonprofits, working in a nonprofit collaboration model with other organizations may provide much-needed inspiration and support to unite their common business purposes and advance them to the next level. Whether the idea of working with another nonprofit starts with the board, staff members, stakeholders or donors, the options listed below provide some nonprofit collaboration models to possibly make that happen.

Some research studies have shown eight different models of nonprofit collaboration. This article describes the four of those methods. As you read through the pros and cons of each model, you may recognize a scenario that will fit your nonprofit strategy — the advantage being that nonprofit collaboration is not a one-size-fits-all concept, but can be uniquely tailored to the specific characteristics of organizations that want to work together.

Fully Integrated Merger

Emerging as the most widely-used option, this nonprofit collaboration model fully integrates the operations and missions of two or more organizations. One organization typically merges with another, allowing the corporate status and charitable exemption of one of the partners to remain intact. Or the partner nonprofits can agree to create a newly formed single organization as well.

This model works when there’s a true overlap in the missions of both organizations as well as similarities in programs and services. It’s an effective model to limit the duplication of services in the community. The benefits include increased efficiency in program delivery and greater access to resources. Challenges can include problems with bringing together two or more organizations with different histories and cultures along with the task of creating a new leadership and board structure.

Partially Integrated Merger

This model allows for a merger of two organizations while allowing each to retain their individual brand. The defining characteristics of each nonprofit are maintained, allowing the strategic advantages of both organizations to stay in place.

This nonprofit collaboration model works when a stronger or larger organization provides support to a less developed or smaller organization with the same or similar customer base and services. The smaller partner will see increased resources, stability and capacity, and in exchange they can help augment the amount and range of services that the larger partner currently offers. The biggest advantage of this model is that the community will see less competition and overlapping of services, but there’s a risk that the larger partner could overshadow the identity of the smaller organization and the merger could appear to be a takeover rather than a partnership.

Joint Program Office

A merger may not fit the needs of two organizations that have similar missions. However, if there’s an overlap in some programs or services, creating a joint program office model could combine one or more similar programs offered by each nonprofit. The goal would be to strengthen the efforts of that particular program for both organizations.

This model works when the organizations have programs and services that are similar but not exactly the same. It can result in a more efficient use of resources while allowing the collaborators to retain their independence. A challenge could be figuring out how to share program staff from each nonprofit and developing clear rules about program fundraising, strategic direction, and operating expenses.  

Joint Partnership with Affiliated Programing

In this model, nonprofit collaboration results when multiple nonprofits establish a partnership to share programs or delivery of services, allowing them to maximize their complementary strengths.

This model works when two or more organizations have a shared mission but don’t provide the same services. This can result in a more efficient use of community resources, less fragmentation of services, and the ability to provide more services to a broader group of clients. However, it can be quite a challenge to determine the degree of credit each partner can claim for the outcomes when reporting to their separate and shared stakeholders.

Wrap-Up

Did you find some new ideas in these four nonprofit collaboration models? What about a combination of models? Next time we’ll explore four additional models of collaboration for nonprofit organizations.

Additional resources:

Information in this article was taken from Models of Collaboration: Nonprofit Organizations Working Together. The Collaboration Prize.

Nonprofit Collaboration 2.0

Why and How do Nonprofits Work Together? 

Thinking About Collaborations? 5 Tips to Get Started

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The fun for me in collaboration is, one, working with other people just makes you smarter; that’s proven. Lin-Manuel Miranda

Do you ever feel a little isolated and alone as a small nonprofit in a vast sea of bigger fish? Or are you struggling with your limited time and resources to boost your nonprofit but have run low on ideas or inspiration? For many nonprofits, building collaborations with other similar organizations can be a mutually productive way to achieve greater impact than by working on their own.

One research study showed that 91 percent of nonprofits engage in some form of collaborative relationship for a variety of reasons. That seems rather high, but it might depend on the type of collaborations that have been formed. In fact, three main reasons to engage in a collaborative relationship include (1) to boost organizational efficiency, (2) to increase organizational effectiveness, or (3) to drive broader social and systems change (Simonin, Samali, Zohdy, Laidler-Kylander, 2016).

A collaboration can result in shared services, joint programming, collective events, problem solving correlated issues, and exposure to fresh perspectives along with innovative solutions. Some might even result in a complete merger of organizations. In an increasingly challenging atmosphere for nonprofits, cultivating collaborations can be a smart idea.

Here are five ways to start thinking about forming a collaboration with other nonprofit organizations to strengthen capacity and the potential for a more sustainable future.

1.Understand What You Want from the Collaboration

An organization should determine what they want from the collaborative relationship before getting started. Identify clear goals organization goals for the new relationship. What needs could a relationship with another organization assist?  What strategic benefits could become a reality through an alliance with one or more partners? Would the relationship be ongoing or for a particular length of time? Start with an internal analysis of your organization to determine how a collaborative relationship would be beneficial. This also helps you determine the partners that would be the best for you to approach when you’re ready. 

2. Get Your Ducks in a Row

What will your organization bring to the table in a collaboration? Are you strong and clear on your mission? Is your board working harmoniously and providing good governance? Are operations in order or are there programs or services that need to be revised or even eliminated?  Do you understand your financial position and potential? These are just some of the questions to ask prior to going into a collaboration. You don’t have to be perfect before exploring collaborations but you need to know what you bring to the table to work from a position of strength. 

3. Start Small to Test the Waters

Instead of jumping into a collaboration with two feet, an option is to start small with a short-term relationship to test the waters. For instance, can you work together on an event? Can you share a resource to build capacity in a particular area of operations? Starting with a small project or event gives you time to assess the potential partnership. See if you work well together. Do your missions actually mesh well? Can your people get along with each other without conflict? You’ll have a better sense if an actual collaboration will be beneficial or not. The collaboration can grow into something more extensive based on the outcomes of an initial short encounter.

4. Understand Your Why

Collaborations are a means to an end—not an end in itself. In other words, be clear on why you’re forming a collaboration. Are you finding a way to increase your resources? Will this allow a more powerful impact on a particular social problem? Will both organizations be more effective than working alone? Being clear on your “why” let’s you form the appropriate type of partnership with others. You get away from a cookie-cutter idea of how the collaboration should look and design what brings you to your goal.

5. Start Looking for the Right Partner

Who in your environment might make a good partner and why? That’s one of the big questions to start asking as you ponder collaborations. Get both leadership and board involved in looking around to see how you and other organizations might complement, enhance, or correctly diversify each other. Consider the core competencies of your organization and those of an organization you’d like to consider as a partner. Core competencies are what you do best, and often better than anyone else. How does this connect with a social need in the community being served by a compatible organization? Would working together help move the social change you envision forward?  If so, you might have identified a potential partner to start your collaborative efforts.

Building collaborations doesn’t happen overnight . . . but if you don’t get started thinking about and planning them, they won’t happen at all. Use these 5 tips to help you start thinking about how to start the collaborative process.

Additional Resources:

Simonin, Samali, Zohdy, Laidler-Kylander. (2016) Why and How Do Nonprofits Work Together? https://philanthropynewsdigest.org/columns/the-sustainable-nonprofit/why-and-how-do-nonprofits-work-together

Taylor (2017) Hacking Nonprofit collaboration.  https://ssir.org/articles/entry/hacking_nonprofit_collaboration

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