Case Studies
Mergers

Girl Scouts USA: An Interview with Jan Williams, Coordinator of Strategic Alliances

In the Spring of 2001, David La Piana interviewed Jan Williams, Coordinator of Strategic Alliances for Girl Scouts USA, about her work assisting local Girl Scouts councils with merger negotiations and implementation.

David: Jan, what has been your role in the organization regarding mergers?

Jan: I've been involved in 13 mergers between Girl Scouts councils. I either find national volunteers or other staff to facilitate the mergers, or I facilitate them myself.

The councils come to merger negotiations from different perspectives. Some consider merger because combining their resources makes sense, or more frequently because a council lacks sufficient resources. The other reason they may consider merging is if there's a request by a large number of volunteers to be transferred into another jurisdiction because their needs are not met by the council they're with.

David: How would you describe the implementation process when councils come together?

Jan: Integration is almost as critical as making sure you do all of your legal things correctly. And for the impact on volunteers, it is probably the most critical part. It can be done badly, or it can be done very well. For the most part we've done it very well, and our follow up research shows that.

We all have the same mission at the Girl Scouts. So for us, the critical integration piece becomes the culture, not the mission and the vision, because the mission and vision are pretty well set.

It's really the attention to detail. How are we going to integrate this council into the surviving corporation? And how are we going to ensure that we do it with sensitivity so it doesn't look like a takeover? How are we going to bring the staff into this and get their buy in? How are we going to get the volunteer groups - who have a major say - working with each other, whether it's at the operational level or the policy level? How many seats do they get on the board? What do you do if you don't have seats available on the board? How do you integrate all of the different processes that may vary within the two councils? If it's a small council coming into a large council, they're probably much less sophisticated in the business processes, so merging those aspects of it is very time consuming.

David: Given that you have the same mission and vision, do you find that there's still a huge gulf in cultures?

Jan: Huge! There's just a huge, vast difference between council cultures. And that's the piece that we have to spend a lot of time working with the volunteers on. One of our ways of dealing with it is that we help the receiving corporation to say to their partner, "You're not coming into us, you're not becoming part of us, you're not accepting how we do things just because this is the way we do it. We're going to look at this as the formation of a new corporation, a new council - even though you may be becoming part of us by transferring the jurisdiction and assets. We're not the same. We're a different structure now, and how are we going to make that work for all of us?"

David: You use that approach to counter the feeling that you're being taken over. So that even the people who are 'taking over' are saying, "We're re-creating our organization."

Jan: That's right. If they go at it from any other mindset, it doesn't work.

David: Are cultural issues bigger with the volunteers or the staff?

Jan: I think if there are going to be real cultural issues, it's probably among the volunteers more than the staff. There's always stuff around the staff, but staff will adjust if they want a job. With the volunteers, it's an ownership issue. Among the volunteers, the most difficult are the trainers, because they own the knowledge and the history of the corporation. They have certain ways of doing things, and they become very entrenched. You don't see a lot of change among the training group, like you would on a board or service unit; many of them have been trainers for 20 years. They often train within the jurisdiction they are part of and have difficulty when they have to use new ideas and new processes. That's where you find the unrest.

On the staff side, one of the things I do is sit down and talk with them right away, particularly if it's their council that's going out of business. We talk about their role and what their responsibilities are, which is to continue to provide services and to support the position the board has taken. I play the heavy and tell them that if they feel they can't do that, or they demonstrate that they're not going to do that, then there's a probability of dismissal. Those are issues they have to deal with. For the most part if people feel that they don't or can't support it, they leave. However buy-in and support generally lead them to new positions, new opportunities, and better salaries.

David: Can you identify what some of the success factors are in integration?

Jan: The attitude of the executive director of the surviving corporation is absolutely critical. If they look at it as a new corporation - that they will never be what they were before because they are bigger - that's critical. The president of the dissolving council or corporation is also a critical leader and should help people make that transformation to accept moving into a larger council. We've used different things to help them.

For example, there is a whole line of New Beginnings posters and sayings. I have one on my wall that was used by a council president in Kansas. It says, "What sometimes appears to be the end is really a new beginning." She actually gave people an old house key on a blue and green ribbon and said, "This is your key to the new beginning." Also, we have those pictures that if you look at it one way it's a very old woman, but if you look at it another way it's a young attractive woman. And we used that to work with people, to say that everything has two or three different sides. You can look at it and learn from the old, or you can look at it from the perspective of the new and fresh and young.

David: That's interesting. What you're saying is the staff leader of the surviving council and the volunteer leader of the dissolving council are the key people.

Jan: I think so, because one is leading her corporation out of business, and her concern is for the feelings of the volunteers. There's that nurturing, the "Mom" piece. For the executive director receiving this group, she wants to do everything she can to make them welcome. In Kansas, for example, it was so well done that after the vote for dissolution, the board appointed the receiving jurisdiction ED as acting ED of their council to finish the legal process to take them out of business. She actually succeeded in selling their office building before the final papers got filed. She also did something else that I think was really critical, and volunteers also mentioned it as very important to them. She got a list of the names of all of the major volunteers, the key players within the council, so when her staff called them, they already knew their roles. It made people feel like they were appreciated, and it was not this foreign voice on the phone, somebody who didn't know who they were.

David: Small things that reflect a thoughtfulness.

Jan: Absolutely. These are the things that make life easier for the people who are really delivering the services.

David: What about the challenges or factors that detract from the process?

Jan: Sometimes there is a small group of disgruntled volunteers, whom I call "the owners." They do not like what is happening. We had one situation where the volunteers petitioned to go to another council. But there was a group of former presidents and former executive directors who literally raised hell over this. You know: "What are they doing to our council? Let those people go. We'll survive without them." But they wouldn't survive without them because the majority of resources were in that part of jurisdiction.

The good thing was that the receiving council and its executive director and board were so politically savvy that they just laid back. Then when the other council had to come back to them because they were running short of resources, it was a different attitude and a different atmosphere, and those disruptive former "owners" of the council, so to speak, fell away.

David: The next thing I'd like to talk about is leadership. In studies we've done and seen, people who've gone through mergers have found that it's really important to have a leader who's a process champion for the negotiation, the conceptualization, and the carrying out of the integration. It is often the ED, but it could be a board member or someone else. Have there been champions like that in the processes that you've experienced?

Jan: I think there's always someone. I'd have to say the very first one I did, it was not the president. The president was an obstacle, and we had to find a way around her to get the process to move. A leader came out of the board, in fact there were several leaders who were officers who came forward to lead the process. And it went extremely well, but not without constant work on my part, coaching them on what they needed to do next.

David: Is there usually a structured process for implementation and a structured role for a leader, or does it just evolve organically?

Jan: It really depends on the situation and what the issues are within the council. Most of the time I give them the information they need when they need it, not dumping all of it on them at once so that they're at overload when they're trying to do the integration. I work with the council executive director and her staff, and we sit down and do some real planning around the issues from the other council. What are the things that make them comfortable? How can we adjust our systems here without compromising our good business practices? What are the things that are important to the volunteers to preserve from their former council? In one council it was the Gold Award scholarships of $1000 for each girl earning the Gold Award. The receiving council made it their practice once the councils were merged.

David: Is there a particular leadership style that the champions tend to have, or do they just step up to the plate?

Jan: I think that's almost one and the same, because when people step up to the plate, they're people who have a vision and ability to lead. They're people who can see what the combination will bring. They're optimists who, no matter what the problem is, they believe it will work. It's that "can do" attitude. You have to move forward, and you have to have the ability to lead where people will follow you.

It's the pessimist who is not going to move. In a financially-strapped council, its often the president who steps up to the plate and has the vision and the ability to carry out the merger. They may not have the time, but they make the time. And I've seen situations where presidents have resigned because they can't lead the process, and somebody else has stepped in to do it.

David: So in every process, there's been a champion. And if there hadn't been, it never would've happened?

Jan: I'm thinking about one situation where over 75% of the volunteers petitioned to move to another council. The board was adamant that it was not going to happen, so it happened without any leadership on the board. In the end, the membership and jurisdiction were transferred. Then we had to take the charter, which is one of the few times that the national board has revoked a charter, which forced them into the dissolution process. But a cadre of people on that board were angry because we accepted the petitions of the volunteers to move, so they formed a new corporation - not affiliated with Girl Scouts - and transferred the assets to that corporation. They spent the money down horribly, and it was a waste. They let the camp deteriorate. We had to go to court with the receiving council and the state attorney general to be able to get the assets back - what was left of the assets.

In that instance, there was no championing from the board, but rather from the volunteers. Every time the board threw up an obstacle, the volunteers said, "What do we need to do?" I worked with a core group of volunteers that led the petition drive to move to the other jurisdiction, through the whole process. You can go in there now, and you will find bad memories around what the former board did - but people are thrilled with the services they get from the new council.

David: How would this have gone differently if they hadn't had you behind them?

Jan: They probably would've self-destructed. Eventually they would have spent down the assets and people would have gone elsewhere for the services or left Girl Scouting.

David: So having a strong national with merger experience was critical in that success?

Jan: I think so, and in making it happen more quickly. I know the volunteers thought it was too slow, but because of the lack of cooperation from the board it was about 9 months beginning to end.

One situation we got involved with was three councils who were in merger discussions for the right reasons. But, in leading their own process, it had gone on two years before they called me and said, "Help. We need to put this to bed. Everyone is saying, 'All right. Get on with it. Stop this.'" They had taken it so far, and they had geared people up into thinking that these councils were combining. In the end, when it actually happened, two of the three combined. One council was in there just to know what was going on, and was not really there to play. We learned that when we got into the process, because they became the obstacle at the table. So the national volunteers and myself had some real heart-to-hearts individually with the council presidents, EDs, the boards, around what their true intent was. Finally, the third council agreed to put it up to the membership, but there was no leadership from that council to say, "We really need to become part of this three council merger." So they didn't. And guess what? They're struggling.

David: Is there anything that's important to implementation that I haven't asked you?

Jan: I think the most important thing to me is that everyone looks at this as a new council or organization and a new experience. Its combining the best of both councils that makes the new council.

David: Jan, I love working with you guys because you have such great people, such committed people, and so much dedication from national to making things work right. Thanks for taking the time.

Jan: My pleasure, David.