The Urge to Merge: A Case Study

October 24, 2011

By Cindy Ehrenclou, Executive Director
Raritan Headwaters Association

It just made sense – the urge to merge!  On October 1, 2011, the South Branch Watershed Association (SBWA) and the Upper Raritan Watershed Association (URWA) joined together to become the Raritan Headwaters Association. These two 52- year-old New Jersey watershed organizations worked for 18 months to accomplish a complete restructuring.

Over the past few weeks, Bill Kibler (former Executive Director of SBWA) and I (former Executive Director of URWA) have been swamped with generous congratulations and “how-did-it-go?” inquiries from our colleagues and partners.  With the dust settling and only the administrative details to work out, Bill and I are amazed that the merger is completed and that it all went so well.

It’s difficult to pinpoint exactly how the idea to “merge” came about, but it was Bill who first put it on the table at lunch in late 2009.  The two of us discussed the concept several times before bringing it to our boards in February 2010.  Despite some initial skepticism, we were given the charge to explore the possibility.

My first call was to Rich Cochran of the Western Reserve Land Conservancy.  Rich had received a national award, “The Collaboration Prize,” for successfully merging 8 Ohio land trusts.   Rich shared a wonderful story of growing his organization and building the Conservancy’s capacity to preserve critical lands.  His strongest recommendation was to work with an objective, outside consultant.  He went so far as to offer his personal cell phone number to any one of our trustees who challenged the idea that hiring a professional consultant was the key to a successful restructuring.

Our next step was to sit down with some of our close friends in the environmental community and The Fund for New Jersey and Geraldine R. Dodge Foundation.  We were looking for thoughtful input and support to move forward.  The conversations set in motion funding to support a negotiation process between the two watershed organizations.  The Fund for New Jersey granted funding for a legal due diligence process and the Dodge Foundation provided generous funding to engage LaPiana Consulting to facilitate negotiations.

On February 4, 2011, URWA and SBWA began a formal negotiation process.  Four representatives each from SBWA and URWA were selected to join a Negotiating Committee, including the two ED’s, Board Chairs and two additional trustees.  A senior manager of LaPiana Consulting, Jo DeBolt, skillfully set the tone for an efficient and comprehensive series of meetings.  In the first meeting we established goals for shared outcomes to: leverage skills and strengths to achieve greater impact; increase program capacity and effectiveness; be more sustainable; have a stronger voice in Trenton; serve as a model for others.

Jo DeBolt facilitated five, 3-hour meetings and one phone conference between February and June 2011, alternating between URWA’s and SBWA’s offices.  Over that period of time governance plans for a new organization were designed, including the size of a merged Board of Trustees, bylaws and committee structure.  Executive leadership and an organizational chart for staff and programs were proposed.  Fiscal practices and compensation leveling were addressed and a draft consolidated budget was presented.

In May, a formal legal due diligence process began with the help of attorney Kate Buttolph, best known for her work at the Hunterdon Land Trust.  By June, the negotiating team felt prepared to bring forward to both boards a “Resolution of Intent to Merge.”  The resolution included a contingency that the due diligence process would be completed and a Three Year Business Plan produced over the summer months.  The SBWA and URWA Boards unanimously approved the resolution.

Soon after the June board meetings, Bill and I hit the ground running.  We continued to share policies, records and files with Kate to keep due diligence on track.  Meetings with both staffs were scheduled to take an in-depth look at each program to discover where there was duplication, what was and what wasn’t working.  A cost-benefit analysis was conducted on each program activity.  Development practices and events were examined to establish a proposed calendar and work plan.  An informal feasibility study was conducted to better inform the revenue lines on a three year budget.  We worked through the summer of 2011 to develop a proposed, detailed three year business plan.

Over this same period, a Communication Plan was developed and implementation began as we needed to be poised for action when (and if) our boards voted to merge at our September board meetings.  Tasks were identified, a marketing budget created, a timeline and assignments were made.

Before negotiations began, Bill and I had been warned that often the smallest issue can derail the process.  For many, choosing a new name is just this sort of delicate issue.  Again, we might credit Jo DeBolt for setting the tone for healthy collaboration, but we are proud to say that arriving at Raritan Headwaters Association was easily accomplished at a final meeting in August.  At that same meeting the legal due diligence report was presented and the “Terms of Merger Agreement” finalized.

Much of early September was focused on preparations for the upcoming board meetings and filings with the State of New Jersey, all aided by Kate.  The Communication Plan was in full swing.  Press releases, letters to donors and fact sheets were written.  Close friends and longtime donors were visited.  A logo and placeholder website were developed, along with plans for events to announce and celebrate a merger.

The South Branch Watershed Association held its board meeting on the evening of September 14th, when a Resolution to Merge was brought forward.  Sometime around 8:00 I received a text message from Bill, “unanimous”!  The Upper Raritan Watershed Association’s meeting took place on the following evening, the 15th.  The vote was taken at 6:00…unanimous!  At 6:30, SBWA trustees joined URWA counterparts on Fairview Farm, the new headquarters of the Raritan Headwaters Association to celebrate the merger. Minutes into the celebration, someone arriving announced that there was a double rainbow in the sky.  You can imagine the excitement over this perceived sign of promise and unity!

The foundation work to accomplish a merger ended that evening.  Today we are working on the logistical details of merging databases, unifying timesheets/payroll/insurance, producing new printed materials and so on.  For staff, job descriptions and work plans are under development as roles have shifted.  The board is working on committee charters and calendars.  Bill and I are operating on the assumption that the dust will settle by the end of the year.

There are so many reasons why this merger makes sense.  From my perspective, the most important is that this combined organization will be speaking with one strong voice to protect the whole of the Raritan Basin headwaters – a major source of clean drinking water for millions of New Jersey’s citizens.  Bill continues to be astounded by the ease in which this merger occurred and when asked about it, he remarks, “I am amazed how well it all went and I guess that is testament to how well our two organizations complemented each other.”

Cindy Ehrenclou (Executive Director) and Bill Kibler (Director of Policy and Science), Raritan Headwaters Association

So has this merger made us more relevant?  Yes!  Are there more organizational efficiencies?  Yes!  Can we make a bigger impact on watershed protection?  Yes!  Are we energized?  Yes! Yes! Yes!

Learn more about the Raritan Headwaters and the impact they have on New Jerseyans.

Images courtesy Raritan Headwaters Association