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Merger Samples and Tools

1. Bring both boards together to discuss and sanction the merger process
2. Board chairs kick off due diligence
3. Identifying due diligence questions
4. After due diligence, bring the boards together
5. The report executive summary

4. After due diligence, bring the boards together

With a successful vote to merge, the next steps include the preparation of a simple merger plan and new Articles of Incorporation to be sent to the state. Following is a sample communication explaining these steps to NFS and CMS board members.

As you know, we have an important board meeting coming to consider merging our two organizations.

Change is hard. We knew from the beginning that the breadth of interests and styles brought by our individual board members suggest that it may not be possible to fully please everyone. Different interpretations over "appropriate due diligence" may well lead to some board members being concerned with the amount and type of research and information behind recommendations.

We believe that the subcommittees have done an excellent job. We've come to trust each other and clearly understand the importance of relying on the judgments brought by members of the subcommittees.

Finally, one procedural note. The success of our board meeting depends on your having read the enclosed materials prior to the meeting. Thanks!

Discussion guidelines

• There has been a sincere desire on the part of all active participants to represent those who have been less deeply involved.
• Recognize the difficulty in balancing important values
  • Leadership from the committee(s) vs. elaborate full group decision-making and process
  • Your activist involvement in challenging directions and your acceptance of the work done on your behalf by others
• We're here today as social entrepreneurs who must accept basic uncertainty and risk. An element of faith will be a part of decisions to proceed.
• You may raise topics deserving of deeper discussion and more precise clarification. However, we only have limited time.
• We propose that you will be able to vote on the basis of the experience and knowledge you bring to the table tonight.
• Those present are authorized to act and decide (assuming quorum)

Agenda for tonight's meeting