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Integrating the New Organization

Board Integration

Board integration is the process of creating a new, effective board of directors from the boards of previously separate organizations. It involves the creation of a new cultural identity, as well as new roles and responsibilities. Most importantly, it involves developing a sense of shared ownership for the enterprise.

Envisioning the Future

As a first step in developing a plan to integrate your boards into a new governing body, take time to visualize the board you will need for your newly merged organization. If you could describe the board of your new organization one year after its merger, what would you say are its most important characteristics? Every organization’s board will have its own particular character, but there are important goals to work toward as you create the board of your new entity.

Here are things to think about as you plan your new board:

• A successfully integrated board provides the leadership necessary to serve the mission of the new organization and works as a unified team.
• The new board includes individuals from each of the merging organizations, as well as new members brought on after the merger is complete.
• The new board takes the best practices from each of the former boards, creates new ones as necessary, and develops a governance style that works for the merged organization.
• The new board assesses its capacity to oversee an organization that is considerably larger or more complex than the organizations that formed it. New skills, and thus new board members, may be needed.

Though the new board is not being created entirely from scratch, the integration process serves as a valuable opportunity to carefully consider its roles and responsibilities. The key is to understand the nature of the board’s governing role, and to develop practices that suit that role.

The board’s role is to model a commitment to the vision of the new organization.

Many of the leaders with whom we spoke emphasized the board’s crucial role in setting and keeping people focused on the organization’s vision after the merger. Everyone on the new board should agree on the vision and be completely committed to it. Similarly, the board needs to model strong support for the executive director’s efforts to achieve that vision.

Recognize that the board is governing a new organization.

The boards must integrate knowing that they are governing a new organization. It isn’t possible to simply transfer the practices of the old boards to the new organization and expect a perfect match between leadership practices and organizational needs. The new organization is usually larger than the former organizations, and the new board must consider its role in light of this and other changes brought by the merger.

A new organization will develop its own culture, drawing on practices from the former organizations and also creating new practices that suit new circumstances. Honor the practices of the former organizations, but don’t cling to them. Board members can serve the organization most effectively by seeking the best practices applicable for the new organization. Moreover, change is challenging, and focusing on the new helps boards move forward with greater ease.

New members can energize the board and bring important fresh perspectives.

The board often benefits from the addition of new members who weren’t formally associated with the pre-merger organizations. Board members and executive directors interviewed for our study of integration leadership noted the benefit of bringing in people new to the organization as a way of solidifying the new board. These new members brought fresh perspectives, they weren’t wedded to the way things used to be, and, in some cases, they provided an important bridge between members of the former organizations.

Further, board members who have been involved in the merger process are often fatigued. New board members, spared the often-grueling process of merger negotiations and decision making, can bring new energy to the post-merger board.

The board leads the way in setting the tone for the new organization.

Symbolic acts are important. The board must create something new in the name of the new organization. Hold an event or function that can serve to focus your board, staff, and the community on the merger. Consciously create new ways of conducting business, new patterns of doing things to distinguish the new organization from the old. The killer sentiment is “We’ve always done it this way.” Try to prevent anyone — staff or board — from falling into the trap of wanting to stick with a previous approach just because it’s tradition.

Board members should serve on the integration team.

Several board members should be part of the integration team, and they should be involved in creating and implementing the integration plan.

A “quick win” builds team spirit among board and staff.

Our research indicates that having the board plan an event or a special activity that gives the organization a tangible accomplishment can jump-start the integration process. This could be a successful press conference, a well-attended fundraising event, or a new program that garners high visibility in the community. The key is to get board members working together on an effort that is new and can feel like theirs.

A consultant can be very helpful in facilitating the challenges of integration.

We encourage boards to seek the assistance of an outside consultant. A consultant can help to plan and facilitate a board retreat for team building or strategic planning, for example. Consultants are also useful as neutral sounding boards in resolving conflict or as guides in leading board members through the inevitable rough spots. Expertise in areas such as communication and human resources management can be invaluable to a board moving through an integration process.

There should be strong board leadership from BOTH (or all) organizations.

Both (or all) organizations in a merger integration should put forward strong leaders to plan and manage the board integration. In our research, organizations that merged most successfully drew on leaders from both of the merging organizations. The board and staff feel equitably involved and valued in such situations, which dissuades rumors that the deal was an acquisition.

Challenges and Roadblocks

Issues around power and personality often surface at the board level during a merger process. Rarely do all members of each pre-merger board “live through” the merger process and become part of the new organization’s board. The process by which members and officers of the merged entity’s board are chosen is an important one. If there is a perception that power within the new board is held largely with representatives of one of the former boards, resentment and discontent may result. The best way to deal with this problem is to ensure that board leadership positions (officers, committee chairs) are equitably distributed among individuals from each of the former boards.

Note that “equitable” does not necessarily mean a fifty-fifty split. If one organization was much larger than the other, the split may be different. The important point is for board members to feel that they had a voice in the selection process for key positions, and that one group does not dominate the new organization.

The board–executive director relationship can be challenging in several ways. If the board chair and executive director come from different organizations, they may bring different expectations to their new roles. In addition, if the process leading to selection of a new executive director has been difficult, unresolved feelings may spill over into the boardroom. It is critical that once a candidate is chosen, all board members throw their support behind this person. Of course, this will be easier if the process was open and fair, and the selected candidate had support from the entire board (rather than being forced on a minority).

Another common challenge facing merging boards is culture clash. Individuals from each of the merging organizations will likely find that they previously had different ways of doing things, from managing meetings to norms of dress, from meeting time (daytime versus evening) to language. Expectations about what “work” board members will do often differ as well, as when one board was in the practice of actively soliciting funds, the other was not; one board had strict rules regarding meeting attendance, the other was much more lax. The key to resolving these problems is first to recognize that conflicts may be due to cultural differences, not personalities, and then to consciously work together to establish new norms.

Excerpted from The Nonprofit Mergers Workbook Part II: Unifying the Organization after a Merger, by La Piana Associates. Copyright 2004 by La Piana Associates, Inc. Used with permission. For more information on Wilder foundation publications, call 1-800-274-6024. To order the Workbook, go to www.wilder.org/pubs/mergers_part_II/mergers_part_II_info.html