board development

Ask the Board Chair: Tim Allen, Board Chair of CLASS, Inc.

Recently, Tim Allen, Board Chair of CLASS, Inc. sat down to answer 5 questions about mergers:

CS: Many organizations are considering some form of consolidation or merger these days. As the Chairman of the Board of Directors at CLASS, Inc, how did your organization come to the realization that considering a merger was an important strategic move?

TA: There were a number of considerations, the first being the financial pressures that agencies like ours have been experiencing. Our operating costs increase with each fiscal year but our state and federal reimbursement rates have not kept pace with these increases. We needed to take a step back and consider all options that would allow us to preserve the mission of our agency. We needed to find a way to survive and thrive, and consolidation was our best option.

CS: The merger process requires a great deal of time, capacity, and energy from the Board of Directors. What should Boards considering mergers be prepared for?

TA: The Directors should be prepared to address new issues and a level of complexity that they may not have experienced ever before, both of which require the assistance of subject matter experts to help along the way.

We were fortunate in that we had people on our Board that had previous experience with for- profit mergers and acquisitions. While that has helped us a great deal, we still lacked the expertise in the non-profit space.

Finding someone to guide the Board in understanding the process, what it takes, what needs to be done, as well as the disruption that it causes, is critical in ensuring success.

CS: The merger process does not come without challenges. What are a few of the obstacles or challenges you have faced as Chair? As a Board? And how did you overcome them?

TA: Getting the right Team together, keeping that Team together and understanding what it’s going to take to keep the process moving forward.

As Chair, it was a challenge to keep the merger Team that we established as a subset of the Board in one piece. Every Board experiences turnover for a variety of reasons and we are not exempt from that. It’s a big commitment seeing this process through and holding that Team together. This was something we struggled with. My challenge was to keep that Team together because we needed the knowledge, experience, and comfort that we were accustomed to, during a time of great disruption and uncertainty.

Another challenge stems from the reality that there are many internal and external groups invested in the process that have a seat at the table. We worked hard and found success by keeping open communication with everyone throughout the process. We made sure that everyone was part of the process from its inception and that the level of engagement remained consistent.

It is important for Boards to remember that any challenges, such as those I mentioned, shouldn’t outweigh the benefits of a merger.

CS: Successful mergers are about culture and people, such as Board Members, Staff, and Clients. What insights do you have concerning working with and unifying two Boards?

TA: The best thing we did was to establish a working committee from each organization.

Early on, we arranged a meeting between the two committees. We got to know each other, established a working relationship, and developed a respect for each other. This became our foundation and the mutual respect we had for each other had a trickle-down effect. We took our excitement and comfort with each other back to our respective Boards and that had a very positive impact.

CS: What advice would you give other Board Chairs or Board Members that are considering a merger?

TA: First and foremost, if you don’t have anyone on your Board who has ever been through a merger or acquisition, get help fast. It is always going to be more work than you thought and there is always going to be something that comes up that you didn’t anticipate. Those are the biggest takeaways.

I would also advise the Board to take a close look at other agencies that they can work with and how that relationship will play out. Consider agencies they could partner with to more effectively meet the needs of those served. Seek-out an agency or agencies that have resources that can be shared that may be too expensive to acquire alone.

 Boards Must Create Time & Space

by: Eric W. Curtis

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The pace of change is accelerating and as a result, our ability to devote time to planning for the future is diminishing. In an effort to “hold the ship together”, organizations are finding themselves addressing issues as they arise. As such, those in Leadership roles are spending their time working IN the company, leaving little time to work ON the company.

While many have been able to piece things together thus far, organizations are now seeing the need to step back and look at how to structure their time in order to meet future demands.

This is where the Board of Directors can help. The role of a governing Board of Directors is to create the necessary time and space to work ON the company so that organizations can be intentional about how they want to shape their future.

Typically, Board meetings consist of listening to organizational updates that have occurred since the previous meeting, and making decisions on initiatives that will be implemented leading into the next meeting. 

But where is the balance between oversight/governance and strategy? How do Boards consistently help the CEO drive strategy? How is the time and opportunity to build relevancy and viability in the years ahead provided? And how can Boards change the way they operate in order to ensure this happens?

One of the key reasons organizations have a Board of Directors, is the function they serve in task managing complexity over a long period of time. 

Organizations need this objective view from the Board as well as from individuals that understand the industry or sector landscape, the potential threats that exist, and the opportunities for ensuring the company remain viable and relevant.

The Board of Directors can create time and space following 3 simple steps:

Step 1: Identify all discussions and decisions that occur throughout the year that would fall into the Oversight/Governance category. These are the topics that fulfill the fiduciary oversight of the Board. These topics include, but are not limited to: budget approval, auditors report, annual meeting, committee reports, and CEO report.

Step 2: Identify the topics that require planning and advance discussion. This consists of strategy items such as: strategic planning, investment proposals, merger strategy, risk management, talent review, and educational opportunities for the Board regarding major trends. These are topics that look ahead to the future and support planning in the years to come.

Step 3: Build an annual agenda for the Board with every meeting divided in to equal parts oversight (50%) and strategy and planning (50%).  Presently, many Boards of Directors allocate their time around the oversight topics very well, but do not provide opportunity for strategy and planning discussion and decision making. Being able to anticipate when the Board will need to review an audit verses planning for future acquisitions, are both critical topics that need proper time allotment.

Board meeting agendas, both annual and monthly, are the #1 tool for controlling time and opportunity. The agendas dictate the time to work on the “As-Is” and “To-Be” as well as the oversight and future planning. Without changing the way Boards operate, meetings will continue to focus on organizational updates and committee presentations. There is too much risk in this rapidly changing landscape to ignore the need to plan for the future.

It is the responsibility of the Board Chair and the CEO to collaboratively shape the Board Agendas. The more the agendas can be structured annually to balance both oversight and strategy, the more engaged, informed, and productive a Board of Directors will be. Boards must support and encourage companies to look as far forward into the future as possible, and to ask the right questions questions to drive planning.