Mapping mergers.If a merger is in your association's future (and these days that's a possibility that most organizations must be open to), scope out the many routes you could take to creating a new organization. With merger mania Mania ancient Roman goddess of the dead. [Rom. Myth.: Zimmerman, 159] See : Death on the rise in industries nationally and globally, associations are feeling the pinch. For trade associations, having fewer member companies translates into less dues income and less member involvement. For professional societies, pressure abounds to stay competitive and relevant. These factors have spurred an increasing number of trade and professional association mergers. What's the magnitude of merger activity? The Labor Research Association, York City, reports that 60,000 corporate mergers involving U.S. companies took place in the past three years. In 1997, $917.6 billion in mergers - a figure representing the value of assets of merging companies - occurred, representing 11,099 deals by U.S. companies. The value of these mergers increased 50 percent from 1996, itself a record year. On a global scale, in 1997, more than 40 percent of the $1.6 trillion in worldwide mergers and acquisitions occurred outside the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Associations are not immune to the trend toward consolidation occurring in today's corporate circles. Nonprofit organizations Nonprofit Organization An association that is given tax-free status. Donations to a non-profit organization are often tax deductible as well. Notes: Examples of non-profit organizations are charities, hospitals and schools. , too, are joining forces both to gain economies of scale and to serve members better. This article explores how six associations have approached merging, why one proposed merger didn't work, and how mergers in association memberships prompted associations to find new ways of doing business. Exploring similarities Competing at every level, nationally and locally, the International Association for Financial Planning Financial planning Evaluating the investing and financing options available to a firm. Planning includes attempting to make optimal decisions, projecting the consequences of these decisions for the firm in the form of a financial plan, and then comparing future performance against , Atlanta, and the Institute of Certified Financial Planners Certified Financial Planner (CFP) A person who has passed examinations accredited by the Certified Financial Planner Board of Standards, showing that the person is able to manage a client's banking, estate, insurance, investment, and tax affairs. , Denver, didn't consider themselves merger material. In fact, says Janet G. McCallen, CAE (1) (Computer-Aided Engineering) Software that analyzes designs which have been created in the computer or that have been created elsewhere and entered into the computer. , executive director, IAFP IAFP International Association for Food Protection IAFP Illinois Academy of Family Physicians IAFP International Association of Financial Planners , not being like ICFP ICFP International Conference on Functional Programming ICFP Institute of Certified Financial Planners ICFP Institute for Child and Family Policy (Columbia University) ICFP Integrated Care and Financing Project helped define what IAFP was - open and broad-based. With 17,000 members, McCallen's association welcomed financial planners Financial Planner A qualified investment professional who assists individuals and corporations meet their long-term financial objectives by analyzing the client's status and setting a program to achieve these goals. , tax accountants, charitable-giving specialists, and ali other professionals who supported the financial-planning process. The 15,000-member ICFP, in contrast, was in essence a closed organization. Membership was limited to those who had attained or were studying for the certified financial planner designation. An overlap of 4,000 members existed between the two organizations. It wasn't until 1997 that the associations began to view their competition in a new light, recognizing that their missions were compatible and that some kind of relationship might help both associations. That year the executive committees of IAFP and ICFP met to learn more about each other, with no expectations of any kind. From competitors to collaborators "The chemistry was right between the two groups," notes David H. Brand, executive director, ICFP, commenting on the meeting of the executive committees. "And as the discussions continued, both boards began to realize that their organizations were more alike than not." The business reasons for a merger were sound. A merged organization would provide one focused and stronger voice for the financial planning profession in both government affairs and public education. By merging, ICFP's brand image of competent and trustworthy financial planning services would be linked with IAFP's broader membership base. Certain economies of scale might also be achieved through joining, but that was not the goal of the discussions. An 18-month courtship courtship paying attention to a member of the opposite sex with a view to mating; occurs in farm animals but is not highly developed other than estral display by the female and seeking by the male, activities that are rather more pragmatic than implied in the definition. ensued, resulting in a merger that will become effective on January 1, 2000. The two associations are dissolving dis·solve v. dis·solved, dis·solv·ing, dis·solves v.tr. 1. To cause to pass into solution: dissolve salt in water. 2. , and the new Financial Planning Association will be formed. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Brand, communicating the merger discussions to members was a key component. "We decided early on that the voting of the members for or against the merger recommendation was less important than the process employed [during the merger discussions] ." The goal was to ensure that the members had a chance to be heard before any decisions were made by the board, and that they were kept in the loop while the board crafted its position. "ICFP used surveys to probe members' expectations about their professional organization, possible fears about a merger, and the value to members of a possible merger," explains Brand. "As the board developed broad concepts [of what the new organization might look like], these were tested through direct communication with members, using direct mail, chapter visits, e-mail, and broadcast faxes. Members were encouraged to respond by e-mail, letter, and a special toll-free number." While IAFP did not need a membership vote to effect the merger, ICFP's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an required that 10 percent of its membership vote on the issue. To pass, two thirds of those voting had to approve the merger. Brand and ICFP's volunteer president spent April and May of this year mounting a comprehensive campaign to inform the membership. "We took a personal-touch approach, offering to visit all 76 local societies," says Brand. "About 50 societies took us up on the offer. We also held town hall meetings and conference calls with various society boards and members. IAFP leaders visited several dozen chapters." The campaign resulted in 64 percent of ICFP members voting, with an 81 percent approval rate. The merger agreement initially provides for the consolidation of the two boards (which have a total of 30 members) in 2000. By mid-2000, the board will address the nomination process with the goal of selecting an 18-member board for 2001. Using a transitional board will allow the association to harvest the talents of both boards to help the new organization get started. Keeping options open Many issues remain under discussion as the effective date of the merger nears, but three key decisions have intentionally in·ten·tion·al adj. 1. Done deliberately; intended: an intentional slight. See Synonyms at voluntary. 2. Having to do with intention. been resolved in a manner that provides maximum flexibility. Where will home be? The new association will have offices in both Atlanta and Denver, until the board decides otherwise. The headquarters decision could change if the board determines that the cost of maintaining two locations is an unreasonable premium to pay for retaining an experienced staff for the new association. Who'll run the show? Brand and McCallen, who both enthusiastically support the merger, will continue as co-executive directors of the new association for an unspecified Adj. 1. unspecified - not stated explicitly or in detail; "threatened unspecified reprisals" specified - clearly and explicitly stated; "meals are at specified times" time after everything is completed. McCallen sees four possible staff scenarios: ."He stays, I go; I stay, he goes; we both go and are replaced by another executive; or we both stay. At the beginning of this process I wouldn't have even considered co-leadership, but as I began to understand David's strengths as a leader and how they complement mine, this option began to look very attractive." McCallen and Brand realized early in the process that the merger had to happen for the good of the financial planning community. So rather than feeling threatened professionally, notes McCallen, "we've developed a beautiful working partnership that has supported and nurtured the process." What about chapters? The chapter situation is still fluid. Local chapters of both IAFP and ICFP are separately incorporated and require the parent association's approval to exist. Under the new Financial Planning Association, every local entity will have to draft a new set of bylaws connecting it to the new parent. According to Brand, "FPA 1. (hardware) FPA - floating-point accelerator. 2. (programming) FPA - Function Point Analysis. has absolute authority to create or disband dis·band v. dis·band·ed, dis·band·ing, dis·bands v.tr. To dissolve the organization of (a corporation, for example). v.intr. 1. chapters, whether they are merged or separate chapters. Although the intent is to eventually merge ali local chapters, we will be very patient to allow the merging to unfold unfold - inline ." Under the guiding principles adopted by the two parents, chapters will be required to adopt a consistent name format. However, issues of geographic scope and service will be arrived at by consensus at the local level. A charitable rescue Goodwill Industries of Chicago faced tough financial times in the mid 1990s. With the help of Executive Director Monroe Roth, who was brought in at that time to effect a turnaround, the organization was in the black by 1996. Despite this progress, prospects for future growth and expanded services were dim. Limited resources made it impossible to upgrade basic systems such as telephones and computers. Complicating com·pli·cate tr. & intr.v. com·pli·cat·ed, com·pli·cat·ing, com·pli·cates 1. To make or become complex or perplexing. 2. To twist or become twisted together. adj. 1. matters was Roth's plan to retire in December 1998. Faced with these realities, in early 1998, the board formed a future-focused strategic options committee. The committee's task was to assess the organization's strengths and weaknesses, investigate potential partners or allies, and determine what steps to take to achieve the ambitious goals that the board had for the organization. Though merging was not on the agenda early in the discussions, the committee contacted neighboring neigh·bor n. 1. One who lives near or next to another. 2. A person, place, or thing adjacent to or located near another. 3. A fellow human. 4. Used as a form of familiar address. v. Goodwill organizations in Milwaukee and Indianapolis to discuss possible ways to collaborate. Both organizations were financially sound and offered expertise that would be of value to Chicago's operations. When the collaboration proposals came in, Goodwill of Chicago rejected Indianapolis's proposal on the grounds that it focused too heavily on retail operations. Milwaukee's initial proposal, involving a parent-subsidiary relationship, was rejected for not being sufficiently comprehensive. Chicago countered, however, with a proposal for a full merger. Talking it through Intrigued by the idea of merging, both organizations established committees to look at the issue. From August 1998 to January 1999, the groups developed proposals and counterproposals, volleying back and forth on how a merger might come about. It appeared that merging would provide benefits to both groups, says John Miller, president and chief executive officer, Goodwill Industries of Southeastern Wisconsin, Milwaukee. "Chicago had a large market, well-developed services, a well-functioning board, a deeply committed staff, and a CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. ready to retire," explains Miller. "Wisconsin had a fully developed information system, financial resources, a full array of administrative services (human resources The fancy word for "people." The human resources department within an organization, years ago known as the "personnel department," manages the administrative aspects of the employees. , finance, purchasing, marketing), and a CEO not ready to retire." Because all Goodwill organizations are involved in the same three lines of work - retail operations, business-skills training programs, and human services - the missions of the two groups were clearly in alignment. The result, after eight months of meetings, discussions, and planning: the joining of the $4.8 million Chicago Goodwill with the $105 million Wisconsin Goodwill on April 1, 1999. The new organization is called Goodwill Industries of Southeastern Wisconsin and Metropolitan Chicago, Inc. Miller is its new CEO. Both organizations filed articles of merger with their respective state governments. Both boards also passed a resolution in conformity with the new articles and bylaws. Milwaukee's legal documents became the legal documents of the new entity, enabling it to operate with a single set of administrative systems. Mission comes first "Throughout the process, we kept clearly focused on Goodwill's mission," says Susan Kelsey, who became president of the Chicago Goodwill on January 1, 1999, while merger discussions were still going on. She now serves as the executive director of the merged organization's Chicago region. She candidly can·did adj. 1. Free from prejudice; impartial. 2. Characterized by openness and sincerity of expression; unreservedly straightforward: In private, I gave them my candid opinion. admits, however, that she was initially wary of a merger. "My first reaction was to protect Chicago's turf, but I soon realized this wasn't about Susan Kelsey or territory or the board or staff. It was about reaching a solution that would enable Goodwill to serve more people in the Chicago area. Milwaukee's Goodwill operation is world-class, and we wanted that for Chicago, too." Reflecting on giving up her status as president of the Chicago Goodwill, Kelsey says: "I look at it this way: I used to be number one at a $4.8 million operation. Now I'm part of the executive management team of a $113 million operation. I feel wonderful. The opportunities open to the Chicago Goodwill are now endless." Although some Chicago board members were initially reluctant to give up autonomy by merging with Milwaukee, they were faced with the reality of "having only one crisis's worth of money in the bank," says Kelsey. "The farther along the discussions progressed, the more board members supported the merger." Even as late as the day before the board vote, one board member was still opposed. After Kelsey called him and he learned he was the lone dissenter, he offered his support to achieve board unanimity UNANIMITY. The agreement of all the persons concerned in a thing in design and opinion. 2. Generally a simple majority (q.v.) of any number of persons is sufficient to do such acts as the whole number can do; for example, a majority of the legislature can pass . Behaving beautifully "It took a great deal of maturity and vision for the Chicago board [members] to agree to the merger," Kelsey comments, "because it required all 30 of them to resign their board positions, and only 7 went on to serve on the consolidated board." Miller notes that Goodwill boards are typically made up of business and community leaders who keep their eye on the core mission, so it should have come as no surprise that the Chicago board did what was best for the organization. Even so, he was impressed with the Chicago board, characterizing it as "good people behaving beautifully." Kelsey is now focusing on how to involve as many former board members, as well as others, in the Chicago Goodwill operation. The first tangible step after the merger was the installation of a new telephone system and local area network with upgraded computers in Chicago. "Technology is incredibly expensive," notes Miller, "and you have to achieve a certain size to have the resources to make these kinds of investments. The merger of the two Goodwill organizations allows us to do that and will have a beneficial impact on our ability to serve program participants." As to when the integration of the two organizations will be complete, Miller responds, "Never. We are in a continuous learning mode. [A couple of] months into our detailed transition plan, we are already making changes as we learn more about how the two branches of the organization operate." Investigating opportunities Changes in the engineering profession have triggered the merger discussions that are just getting under way for the 65,000-member Society of Manufacturing Engineers The Society of Manufacturing Engineers [1] (SME) is dedicated to bringing people and information together to advance manufacturing knowledge. SME is internationally recognized by manufacturing practitioners, companies and other organizations as a source for information, (SME (1) (Small and Medium-sized Enterprise) See SMB. (2) (Subject Matter Expert) An individual who is well-versed in the policies and procedures of a particular department or division. ), Dearborn, Michigan Dearborn is a city in the U.S. state of Michigan. It is located in the Detroit metropolitan area and Wayne County, and is the tenth largest city in the U.S. state of Michigan. As of the 2000 census, it had a population of 97,775. , and the 125,000-member American Society of Mechanical Engineers (body) American Society of Mechanical Engineers - (ASME) A group involved in CAD standardisation. , New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. . "The engineering profession is more integrated than ever," says David Belden, ASME ASME - American Society of Mechanical Engineers executive director, "and that is one of the drivers in this process. Both mechanical and manufacturing engineers The profession of manufacturing engineer is defined as a person having the education and experience to understand and control manufacturing systems such as processes and/or automation, including industrial processes and equipment used to produce goods. are united in the same university departments, and they work in a team atmosphere in the workplace. No longer does the mechanical engineer design a product in a vacuum and hand it off to the manufacturing engineer to produce." Another factor in the current talks is the complementary strengths of the two organizations. ASME is known worldwide for its standard-setting operation, while SME produces many highly regarded trade shows. Both societies, Belden stresses, are highly successful, with a strong net worth. The goal of joining the two would not be to alleviate any weaknesses, but to improve the portfolio of membership benefits by combining operations. Exploratory discussions began in Summer 1998 with informal talks between the elected presidents and chief staff executives of both associations. These talks were positive enough that both teams of leaders approached their boards for direction on whether to continue the discussion. Both got the green light. That September, the executive directors, presidents, and presidents-elect met to "bounce around ideas and to discover how open each group would be to creating something new," says Belden. They then formed a larger discussion group, a "blue ribbon blue ribbon denotes highest honor. [Western Folklore: Brewer Dictionary, 127] See : Prize task force" composed of the executive director, thee president, the president-elect, and three members from each association. Importance of tradition, culture, and communication In for-profit organizations, financial and legal issues tend to make or break a merger. In contrast, in nonprofit organizations, tradition and cultural issues (e.g., board roles, perception of how leaders behave, procedural operations) tend to play notably important roles. As such, the first task of SME and ASME leaders was to create a nominating and governance plan that would be accepted by both associations. The theory was that an unresolved Not completed; not finished; not linked together. See resolve. governance plan would stymie sty·mie also sty·my tr.v. sty·mied , sty·mie·ing also sty·my·ing , sty·mies To thwart; stump: a problem in thermodynamics that stymied half the class. n. 1. any merger discussions. Both boards reviewed this plan last March and accepted it in principle. Belden and Philip Trimble, SME's executive director, decided to brief their staffs on the merger talks on the same day at the same time and then jointly issue press releases. Talks had been confidential up to that point, but once the issue was out in the open, both executives wanted to encourage open discussion among staff and members. Trimble, like Belden, has focused carefully on providing communication consistently and in a variety of formats to members and staff. Monthly issues of SME News profile progress to date. The SME Web site has a banner on the home page that links directly to news updates on merger progress. Queries from individual members receive quick responses, and staff is kept up to speed via weekly e-mails and monthly staff meetings. "Of course staff have concerns," says Trimble. "That's only natural. But we try to keep people in the loop as much as possible." Establishing task forces to examine issues The next step in the process was the creation of four task forces, each with three volunteers and one staff member from each society, to look at four major areas: * Educational activities - mix, fit, and budget. * Membership issues - criteria for various membership grades, grandfathering, and other transition issues. * Geographical issues - chapters, sections, regions, and U.S. and international activities and relationships. * Organizational structure To comply with Wikipedia's lead section guidelines, one should be written. - whether and how ASME's 37 special-interest technical divisions might be blended with SME's 12 special-interest associations, including dues structures and financial issues. The task forces completed their interim reports in late June, with final reports to the board delivered last month. Trimble foresees several possible outcomes from these task forces. "It would be too much to presume pre·sume v. pre·sumed, pre·sum·ing, pre·sumes v.tr. 1. To take for granted as being true in the absence of proof to the contrary: We presumed she was innocent. that they will solve all problems," he notes. "They may identify other problems that may require investigating. And some task forces may be extended or new ones may be formed" to deal with outstanding issues, including selecting a new name for the organization and determining the legal form the merged organization might take. "Even if the merger does not occur," notes Belden, "the process of discussion and discovery has revealed areas where we can cooperate in the future. SME's printing operation is outstanding, and we plan to work with them on a contractual basis in that area. At the same time, ASME has a very advanced and sophisticated order-fulfillment capability, and we hope to collaborate in that area as well. If merger discussions don't pan out, the only drawback DRAWBACK, com. law. An allowance made by the government to merchants on the reexportation of certain imported goods liable to duties, which, in some cases, consists of the whole; in others, of a part of the duties which had been paid upon the importation. would be the volunteer and staff time invested in the process." History dooms a merger - for now The Washington, D.C.-based National Education Association (NEA NEA abbr. 1. National Education Association 2. National Endowment for the Arts NEA (US) n abbr (= National Education Association) → Verband für das Erziehungswesen ) and American Federation of Teachers American Federation of Teachers (AFT), an affiliate of the AFL-CIO. It was formed (1916) out of the belief that the organizing of teachers should follow the model of a labor union, rather than that of a professional association. (AFT) have long been rival unions representing teachers at the local, state, and national levels. At the local level, the two unions historically have vied, through representation elections, to be the bargaining agent A union that possesses the sole authority to act on behalf of all the employees of a particular type in a company. A bargaining agent is certified by the national labor relations board for members. NEA's Executive Director Don Cameron characterizes these biennial biennial, plant requiring two years to complete its life cycle, as distinguished from an annual or a perennial. In the first year a biennial usually produces a rosette of leaves (e.g., the cabbage) and a fleshy root, which acts as a food reserve over the winter. contests as "often bitterly contested and acrimonious." This history has led to animosity between the two groups in many of the local affiliates. In recent years, though, some locals have decided to stop fighting and merge, thus accelerating their national counterparts' consideration of merging. According to Cameron, "In the past 15 years, NEA and AFT have become closer in their philosophies, focusing more on achieving excellence in teaching and learning." At the same time, the relationship between both of these organizations and school boards has become increasingly less adversarial ad·ver·sar·i·al adj. Relating to or characteristic of an adversary; involving antagonistic elements: "the chasm between management and labor in this country, an often needlessly adversarial . . . and more collaborative. What not to do Merger talks between AFT and NEA began in 1993. After five years of negotiations, leaders at the national level hammered ham·mered adj. 1. Shaped or worked with a metalworker's hammer and often showing the marks of these tools: a bowl of hammered brass. 2. Slang Drunk or intoxicated. Adj. out a set of guiding principles for a merger. Following advice from many state and local leaders, the guiding principles were general, rather than detailed. This strategy unexpectedly backfired when numerous state and local leaders led a strong opposition to adopting the guiding principles at NEA's June 1998 Representational rep·re·sen·ta·tion·al adj. Of or relating to representation, especially to realistic graphic representation. rep Assembly. Often raising questions about how the principles would be implemented, only 48 percent of the delegates approved the principles, far short of the two-thirds approval required. "We were totally surprised," says Cameron. "Throughout the process we thought we had firm support from a vast majority of state and local leaders." (AFT members approved the guiding principles one month later.) Ironically, in a later survey of the 9,500 NEA delegates to the 1998 assembly, 80 percent of the 70 percent responding endorsed the concept of a merger. What can hindsight hind·sight n. 1. Perception of the significance and nature of events after they have occurred. 2. The rear sight of a firearm. teach about this failed attempt? Cameron thinks it was a mistake to rely on a top-down approach Top-down approach A method of security selection that starts with asset allocation and works systematically through sector and industry allocation to individual security selection. to informing delegates about the merger issues, especially given the long history and culture of animosity at the state and local levels. In the future, NEA leaders will work toward a national merger by involving the affiliates and members in deeper two-way communication Two-way communication is a form of transmission in which both parties involved transmit information. Common forms of two-way communication are:
"In my opinion, it's just a matter of time until the relationships at the state and local levels improve," states Cameron. "It has become clearer that the two organizations are not enemies. The probability of a merger down the road is high." Assessing merger fallout fallout, minute particles of radioactive material produced by nuclear explosions (see atomic bomb; hydrogen bomb; Chernobyl) or by discharge from nuclear-power or atomic installations and scattered throughout the earth's atmosphere by winds and convection currents. How are associations responding to mergers, acquisitions, and consolidations among their members? What happens when dues income drops because of industry happenings? The National Lumber lumber, term for timber that has been cut into boards for use as a building material. The major steps in producing lumber involve logging (the felling and preparation of timber for shipment to sawmills), sawing the logs into boards, grading the boards according to and Building Material Dealers Association (NLBMDA NLBMDA National Lumber and Building Material Dealers Association ), Washington, D.C., has experienced both growth and decline in its two membership categories. President Gary W. Donnelly, CAE, says lumber dealer members have dropped from 8,500 to 8,000, mainly because of mergers and acquisitions, but the number of associate members - manufacturer and service companies - has grown from 7 in 1990 to 40 today through aggressive membership recruiting. Donnelly foresees more mergers among NLBMDA's 22 federated Connected and treated as one. See federated database and federated directories. regions. "Already they are combining their trade shows and experimenting with shared services shared services, n.pl the administrative, clinical, or other service functions that are common to two or more hospitals or their health care facilities and used jointly or cooperatively by them. . Two California associations recently merged into one. Other states are redefining who their members are as the member base shrinks, welcoming hardware stores as well as lumber dealers." To compensate for the merger mania striking its members, in 1998, NLBMDA increased its dues from $50 to $75 for lumber dealers, and implemented an aggressive nondues revenue effort that has dropped the association's reliance on dues from 47 percent in 1990 to 38 percent today. New nondues programs include video and training manuals for forklift operators - necessitated by revised OSHA OSHA n. Occupational Safety and Health Administration, a branch of the US Department of Labor responsible for establishing and enforcing safety and health standards in the workplace. regulations. Also new are a streamlined convention, focusing on professional development and networking, and a legislative conference. NLBMDA also created an endorsement agreement with a supplier of rack-supported buildings and, along with its federated members, traded out free magazine advertising, exhibit space, and mailings. NLBMDA then eliminated a staff position formerly devoted to supporting the program, thus increasing revenue. Donnelly sees other opportunities to replace shrinking dues income. On the horizon are an affinity credit card, e-commerce applications, a new technology conference planned in conjunction with the annual meeting, and new publications and benchmarking surveys. Staying in front of the curve David E. Poisson, CAE, executive vice president of the Reston, Virginia-based Tire Association of North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. (TANA), which has a staff of eight and a $2.5 million budget, also tries to stay in front of the curve on mergers and acquisitions. In 1997, his association changed its bylaws to become a vertical organization, providing tire manufacturers, suppliers, and wholesale distributors full membership privileges equal to those of retailer members. In addition to mergers among manufacturer members, Poisson sees roll-up buying occurring in his industry. Larger retail companies are starting to buy smaller, one- or two-location operations. These trends have squeezed TANA's trade show in two ways. With fewer tire manufacturers, there are fewer exhibitors. And distributors with 400-600 locations no longer need a trade show, because the manufacturers come directly to the distributors. TANA has responded by turning to new ventures, including functioning as an outsourced training broker for industry companies, developing a joint venture with an automotive industry The automotive industry is the industry involved in the design, development, manufacture, marketing, and sale of motor vehicles. In 2006, more than 69 million motor vehicles, including cars and commercial vehicles were produced worldwide. magazine to reduce costs and expand circulation of the magazine, and launching 115 training courses on the Internet this fall. TANA has also relied on aggressive telemarketing telemarketing, the practice of selling goods or services to customers by means of the telephone or of surveying consumer preferences in telephone conversations. to expand membership from 3,800 members in 1996 to 5,700 today. Coming full circle Mergers aren't the only recourse for associations looking for Looking for In the context of general equities, this describing a buy interest in which a dealer is asked to offer stock, often involving a capital commitment. Antithesis of in touch with. greater efficiencies and new opportunities, but for some, mergers are the right answer. What's clear from the stories presented here is that there's more than one way to create a merged organization, and that process involves much more than just legal and structural issues. Traditions, values, strengths and weaknesses, and egos ali play a role. As does the ability of the prospective partners to stay focused on the shared mission. As organizations strive to stay competitive in a shifting economic landscape, your ability to take a fresh look at how your association achieves its goals remains critical. RELATED ARTICLE: Insider and Outsider Perspectives What can associations do to keep a merger on track? Here is some advice from the perspective of the insider - the executive involved in merger activity - and the outsider - an experienced facilitator of merger discussions among associations. The inside view * Keep focused on the mission. Susan Kelsey, executive director of the Chicago region of Goodwill Industries of Southeastern Wisconsin and Metropolitan Chicago, Inc., Milwaukee, cites the Chicago board of directors' focus on the mission as key to the board's acceptance of a merger with the larger Wisconsin Goodwill. "Every time discussion strayed from the main point, we reminded ourselves to come back to what would be good for our clients." * Communicate. Janet G. McCallen, CAE, executive director of the International Association for Financial Planning, Atlanta, and David H. Brand, executive director of the Institute of Certified Financial Planners, Denver, both cite the role of discussion in overcoming perceptions of differences between their two organizations. 'That we talked brought us closer together," says Brand. * Sell the concept. Brand became a "road warrior A person who frequently travels with laptop and cellphone. ," along with his elected president, to sell the concept of a merger to members. "People perceive that in a merger someone wins and someone loses," he says, "and we wanted to avoid that connotation con·no·ta·tion n. 1. The act or process of connoting. 2. a. An idea or meaning suggested by or associated with a word or thing: ." The outside view Dadie Perlov, CAE, founder and principal of Consensus Management Group, New York City, has facilitated many merger decisions - some successful and some not. She offers these suggestions to nurture NURTURE. The act of taking care of children and educating them: the right to the nurture of children generally belongs to the father till the child shall arrive at the age of fourteen years, and not longer. Till then, he is guardian by nurture. Co. Litt. 38 b. a healthy partnership. * Involve the right people. At the beginning of the process, only bring to the table leaders with the authority to make the decision about a merger. Their support and involvement will be critical. * Focus on the future first. Start with a vision of what the future might be for the profession, industry, or cause, and begin discussions with that vision in mind. * Identify and deal with tradition. Traditions and culture are enormously important in mergers. The new organization's name can be a more important issue than governance. * Minimize structure. Determine the minimum structure and governance needed to achieve the vision. Before the final merger agreement is reached, develop a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma budget, undergo a "due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. " legal review, and broadly define operations. * Consider public policy issues. Merging like components can result in a more effective and powerful new association. When disparate entities with different public policy objectives are merged, even if they represent a single industry or profession, it may be difficult to achieve consensus on major public policy issues. The result may be not-so-bold initiatives. * Work toward both volunteer and staff support. Staff and volunteers have enormous power to kill a potential merger. Support from both groups will be critical to moving forward. * Make sound decisions. Some associations achieve the goal of merging, but make poor decisions to accommodate entrenched en·trench also in·trench v. en·trenched, en·trench·ing, en·trench·es v.tr. 1. To provide with a trench, especially for the purpose of fortifying or defending. 2. interests. Examples of decisions to watch out for include merging entire boards of directors to keep everyone happy or retaining two executives when one would do. * Meet with both boards. Have the boards meet together to review thc plan and make any necessary changes. Then take the final plan to members, with the boards' positive recommendations. RELATED ARTICLE: Minding the Mission: Merger Nuts and Bolts nuts and bolts pl.n. Slang The basic working components or practical aspects: "[proposing] By Andrew S. Lang Mention to someone that two organizations are going to merge, and the first image that may come to mind is that of actor Michael Douglas masterminding the fate of companies in the movie Wall Street. The assumption is that one of the entities facing the merger or acquisition is unwilling or weak, and that after the union, heartbroken heart·bro·ken adj. Suffering from or exhibiting overwhelming sorrow, grief, or disappointment. heart people in the weaker organization will be out on the street. Not so in the world of association management. Mergers or acquisitions among associations are voluntary (though often not greeted gleefully glee·ful adj. Full of jubilant delight; joyful. glee ful·ly adv.glee by all parties) and are the result of careful thinking on the part of the combining organizations about the realities of scarce resources, duplication of efforts, and competition for limited member dollars. For many associations, a merger or acquisition is the best avenue to increased growth and vitality. For others, it is simply the best way for key aspects of their mission to survive. Favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. factors For a merger or acquisition to work between associations, several key factors need to be in place. * Missions, strategic objectives, and membership must match. With this foundation in place, both groups have the potential to be happy within the resulting entity. Indicators of a good merger include a history of effective alliances, a good fit in culture and governance style, and a reasonably high level of trust between the groups. * The whole must be stronger than the parts. Set as your goal creating a combined entity that will be stronger than the organizations individually, both in terms of resources and ability to meet its mission. * Operational competencies must be complementary. For instance, a group strong in publishing and lobbying but weak in meetings and education would do well to merge with a group that is strong in meetings and education and weak in publishing and lobbying. A pivotal decision Once a decision to unite is made, the next major issue is: What is the best method for creating the new entity? Though often used interchangeably INTERCHANGEABLY. Formerly when deeds of land were made, where there Were covenants to be performed on both sides, it was usual to make two deeds exactly similar to each other, and to exchange them; in the attesting clause, the words, In witness whereof the parties have hereunto by the layperson lay·per·son n. A layman or a laywoman. Noun 1. layperson - someone who is not a clergyman or a professional person layman, secular , a true merger is very different from an acquisition. An acquisition is the easiest way to combine two entities, especially if it is done in the safest fashion - the purchase of only the assets of one organization by another. This method of combining associations alleviates many of the pitfalls that make mergers difficult. Mainly, it is clear that the purchasing entity will manage the organization after the acquisition and thus will be the final decision maker about location, ongoing products, services, and staffing. True mergers create a far more difficult situation. The goal is to form an entirely new association, more or less equally reflecting the interests of ali parties. Thus the opportunities for disagreement, controversy, and significant resistance to the merger are much higher. Board members on both sides must wrestle with such basic matters as what the new organization will be called, how it will be governed, who the new executive director will be, what staff will remain, and where it will be located. When a new entity is formed, it will have to apply for tax-exempt status from the Internal Revenue Service as well as register with state and local authorities. It will have to establish a new commercial relationship with its banks as well as its grantors and contractors. In any case, mergers and acquisitions affect many stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. and must be conducted with sensitivity to their respective needs and cultures. Seeking objective input Because of unique challenges and costs associated with mergers and acquisitions, it is highly advisable ad·vis·a·ble adj. Worthy of being recommended or suggested; prudent. ad·vis a·bil to have their feasibility assessed
by neutral parties. Because of the strong impact of a merger or
acquisition on staff members, it will be extraordinarily difficult for
them to be truly objective. Consultants can serve both at the evaluative
and the execution stages by facilitating productive conversations and
decision making among what may well be competing interests. Due
diligence, evaluation of assets and liabilities, and other legal and
accounting assistance generally will also be required to ensure that the
merger or acquisition makes sense and that the desired objectives for
both parties are met in a fair and legal fashion.
It is important to anticipate and prepare for members' fear of losing valued staff, pet programs, or the existing organization itself. However, do not allow these concerns to derail de·rail intr. & tr.v. de·railed, de·rail·ing, de·rails 1. To run or cause to run off the rails. 2. consideration when evaluating a merger or an acquisition. The final responsibility rests with the board of directors and the membership, who must consider their obligations to fulfill the mission of their association. In these changing times, despite the cost or pain, a merger or acquisition may be the best method of doing just that. Andrew S. Lang, a certified public accountant Certified Public Accountant (CPA) An accountant who has met certain standards, including experience, age, and licensing, and passed exams in a particular state. , is president and chief executive officer of Lang Group, Chartered, Bethesda, Maryland Bethesda is an urbanized, but unincorporated, area in southern Montgomery County, Maryland, just Northwest of Washington, D.C. It takes its name from a church located there, the Bethesda Presbyterian Church, built in 1820 and rebuilt in 1850, which in turn took its name from . E-mail: alang@langcpa.com. Ann C. Kenworthy, CAE, is a founding principal of Lewis and Clark Cooperative, Chesapeake Beach, Maryland Chesapeake Beach is a town in Calvert County, Maryland, United States. The population was 3,180 at the 2000 census. Geography Chesapeake Beach is located at (38.695070, -76.536125)GR1. . E-mail: kenworthy@erols.com. |
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