Professional Documents
Culture Documents
Beyond Collaboration
Beyond Collaboration
Collaboration
Strategic Restructuring of Nonprofit Organizations
R e v i s e d E d i t i o n
By David La Piana
The National Center for Nonprofit Boards (NCNB) is dedicated to
increasing the effectiveness of nonprofit organizations by strengthening their
boards of directors. Through its programs and services, NCNB:
We are pleased to share with both other funders and nonprofit leaders the re-
sults of this inquiry on strategic restructuring, conducted by David La Piana.
The study offers an analysis of restructuring efforts among nonprofits and de-
scribes several strategies that funders might develop to support further activity
in this arena. Though the report is addressed to funders, many of the findings
will be of interest also to nonprofit executives and board members. In the spirit
of sharing lessons learned, we encourage readers to request additional copies of
the report from the foundation or to pass the report along to others.
We are grateful to the many funders and nonprofit leaders in California and
beyond who contributed to our inquiry, and I especially wish to thank David
La Piana for his thoughtful analysis. I would also like to acknowledge the
National Center for Nonprofit Boards (NCNB), which not only served as pub-
lisher of the report, but also provided additional perspective and rigor in the
editorial review process. NCNB will assist in distributing the report beyond the
foundation community.
Dennis A. Collins
President
The James Irvine Foundation
Preface to the Second Edition
The first edition of Beyond Collaboration appeared in April 1997. It was
mailed to a select group of funders and others around the nation. These read-
ers in turn recommended it to their colleagues and grantees. The first 5,000
copies disappeared quickly. Callers to The James Irvine Foundation, which
distributed the report, also quickly consumed a second printing of 5,000. In
mid-1997 the National Center for Nonprofit Boards added Beyond Collabo-
ration to its web site (www.ncnb.org), where thousands more have read,
downloaded and reproduced it. The report has found its way into registration
packets at numerous conference programs, onto the shelves of nonprofit and
community foundation libraries, and onto at least two university course re-
quired reading lists.
From its origins as an effort to look into the future role of mergers in the
nonprofit sector, the study that became Beyond Collaboration grew into an
investigation of the possibilities for partnering across multiple entities, using
many structures. The original publication of this report marked the beginning
of a heightened consideration of organizational structures, collaboration, and
partnering in the sector. The state of knowledge in the field has advanced con-
siderably since 1997, a fact reflected in the expanded reference section. We are
heartened that so much attention has been drawn to these critical issues, and
hope that the re-publication of Beyond Collaboration will spur further debate
and inquiry.
Executive Summary
S
Strategic restructuring—including
mergers, back-office consolidations,
and joint ventures—is an increas-
ingly popular option for nonprofit
organizations facing stiff competi-
tion, rising community needs, and
decreasing federal funds.
4. How can funders encourage
nonprofits to undertake strate-
gic restructuring without being
perceived as applying pressure to
do so?
F
Foundations are faced with an over-
whelming task. Their finite resources
cannot meet the unlimited needs
grant seekers present, and they make
up only a small fraction of the total
support Americans provide to the
nonprofit sector each year. Nonethe-
less, these funders play a critical role
Frustrated by overlapping pro-
grams, service gaps, turf battles,
and a lack of coordination, funders
have begun to encourage, and in
some cases to demand, closer col-
laboration between nonprofit
organizations in return for new or
continued funding. Unfortunately,
These undertakings are not easily
achieved. They require nonprofit
leaders to yield some of their au-
tonomy, to make themselves vulner-
able, and to open their organizational
cultures to outside influences. In re-
turn, these efforts have saved essen-
tial nonprofit services (if not the
in developing new ideas, addressing despite some notable exceptions, this organizations that originally delivered
emergent needs, initiating partner- push for collaboration has led pri- them) from extinction, resulted in
ships, and focusing the public’s at- marily to joint grant writing rather an improved market position, and
tention on important issues. than collaborative action and sus- opened the door to new opportunities.
tainable partnerships: nonprofit
Economic and political pressures, leaders work together on the pro- This report may inspire funders to
competition, taxpayer revolts, and a posal, but continue to work ask some difficult questions of their
few high-visibility scandals have all separately after the grant is made. grantees. Ultimately, however, it is
hurt the nonprofit sector. As a result, intended to help funders better
nonprofits face critical decisions Yet the need for closer coordination understand the nature of strategic
about their future—and perhaps remains, as does a need for creative, restructuring and the ways in which
their very survival. strategic solutions in response to an they can help their grantees develop
accelerating economic squeeze. meaningful partnerships with other
Funders recognize that new ideas will nonprofits. These decisions—among
flow and that promising partnerships The challenge confronting nonprofits the most significant nonprofit leaders
will grow only as long as the non- is to look beyond collaboration—to face—have impacts that extend be-
profit sector is strong and vibrant. build sustainable, long-term relation- yond the organizations involved to
Thus, they have a vested interest in ships that fundamentally change the communities that rely on the non-
the health of the sector. way they function as organizations. profit sector for a host of programs
Anecdotal evidence indicates that and services.
This report, based on a study com- nonprofits are exploring mergers,
missioned by The James Irvine consolidations, and joint ventures
Foundation, reviews the challenges with increasing frequency. Each of
facing nonprofit boards and chief these options goes beyond the cur-
executives. It also examines the moti- rent definition of collaboration.
vations and inhibitions that encour- Where collaboration implies coordi-
age or discourage these leaders in nation of service, strategic restructur-
considering nontraditional alterna- ing requires changes to the corporate
tives such as mergers, consolidations, structure and, frequently, a change in
and joint ventures. the organization’s locus of control.
E
Early in 1996, The James Irvine
Foundation identified a need to en-
courage increased integration of
nonprofit organizations, thereby
leading to greater efficiency and an
increased chance of survival.
Findings
Q
options helpful in implementing
the plan. “Reengineering” refers to
How can we best define and describe large-scale productivity-enhancing
process change, whereas “strategic
the options for nonprofit strategic restructuring” describes an evolving
form of structural change.
restructuring? Legally, only a merger effects change
in a nonprofit’s corporate status,
producing a higher level of integra-
T
tion than any other transaction. No
matter how it is implemented, a
The nonprofit sector is highly inter- merger means a change of control,
dependent. Nonprofit organizations involving a great deal of risk and
join trade associations and coalitions. emotion. A variety of legal inventions
They form shared purchasing clubs can be employed in executing a
and insurance cooperatives. Profes- merger or other affiliation. The most
sional staff members belong to common options are described below;
guilds and advocacy organizations. variations are constantly being in-
This associative process builds in- vented and tested in the field.
definitely, creating a web of inter-
relationships throughout the sector. Merger is the generic term for a full
Virtually all of the organizations and final coming together of two
with which nonprofits affiliate are previously separate corporations.
themselves nonprofits. Legally, mergers often entail one
nonprofit closing (the dissolving cor-
No nonprofit organization can long poration) and leaving its assets and
survive and succeed in advancing its liabilities to another nonprofit (the
mission while living independent of surviving corporation). This tactic is
other nonprofits. Nonprofits gain often employed for technical reasons.
information, political power, and For example, if ABC and XYZ wish
personal and professional support to merge but ABC is in debt, it may
from and in concert with other be best for XYZ to dissolve. To do
nonprofits. Thus, close working rela- otherwise could trigger a call for
tionships, partnerships, and even repayment of the debt prior to
joint ventures between nonprofit dissolution.
organizations are a fairly natural
occurrence. Although the merger may be a join-
ing of equals, the legal partnership
will preserve only one corporation.
Definitions and Legal Forms Roughly eight out of ten “mergers”
Some confusion exists when distin- are executed as dissolutions, for
guishing strategic restructuring from reasons similar to the example above
strategic planning and reengineering. and because it is simpler and less
Strategic planning is an effort to de- expensive. A true merger in the legal
fine an organization’s purpose and sense occurs when both nonprofits
PAGE 6 National Center for Nonprofit Boards
dissolve and fold their assets and ing range of creative options short dollars, develop an organizational
liabilities into a newly created third of merger. structure and board, manage finan-
entity. Since this entails the creation cial and human resources, and even
of a new corporation and application Joint Venture applies to a wide secure shared office space.
for a new IRS tax exemption, it is range of situations. Some aspects
usually not the method of choice. of the above example could be de- The Tides Center in San Francisco,
scribed as a joint venture. So too Community Partners in Los Angeles,
Acquisition is the same, legally, as could a programmatic collaboration and The Fund for the City of New
merger. Since nonprofits have no between two or more nonprofits that York are examples of organizations
identifiable owners, nonprofit corpo- involves no consolidation. Within the making fiscal sponsorship a core
rations cannot be bought or acquired. scope of this discussion, only joint business, rather than simply an
Certainly no legal maneuver among ventures that materially change the income-producing sideline. These
nonprofits corresponds to the acqui- character or locus of control of the centers offer an impressive array of
sition of a publicly traded corpora- nonprofit corporation are of interest. services. They also perform an im-
tion. Nonetheless, many mergers, portant educational function that
perhaps the majority, feel to partici- For example, currently three may forestall the formation of some
pants very much like acquisitions. nonprofits in one metropolitan area new separate nonprofit corporations:
Use of the term is widespread, usually are entering the emerging field of as their projects outgrow the sponsor-
in reference to a merger in which therapeutic foster care for troubled ship arrangement, the sponsor volun-
one party is considerably larger or children, an undertaking requiring tarily assumes responsibility to inform
stronger than the other. capital investment and the assump- the projects of various options for
tion of some risk. Rather than joining established nonprofit organi-
Back-Office Consolidation is an in- compete for clients, foster parents, zations as an alternative to spinning
creasingly common arrangement for and dollars, the three nonprofits are off as a new 501(c)(3).
sharing core administrative functions forming a new subsidiary nonprofit
among nonprofits involved in similar membership corporation, limited to
work. A consortium of community- three corporate members: each of the
based primary health care clinics three partner corporations. This new
provides an excellent example. As subsidiary will provide a vehicle for
managed care is implemented and marketing, delivery, and billing of
economic pressures mount, the clinics services, maximizing use of the three
must lower costs and work together partners’ resources and minimizing
more closely. Yet each clinic serves a the risk assumed by any one organi-
distinct geographic and ethnic con- zation. The opportunity for shared
stituency, making a merger politically risk and reduced competition in a
inexpedient. new undertaking is one of the major
motivators of joint venture agree-
In this example, the clinic consolida- ments between nonprofits, as well
tions are far-reaching. Nonetheless, as between nonprofit and business
when completed, the affiliations will entities.
be “invisible” to the public and, most
significantly, to the clinics’ patients. Fiscal Sponsorship traditionally re-
Separate corporations with separate fers to an established nonprofit
chief executives and boards of direc- serving as “middleman” for chari-
tors will continue to exist. Behind the table funds received by a new project
scenes, however, virtually every as- lacking 501(c)(3) tax status. Usually,
pect of the clinics’ operations will be the sponsor performs little oversight
consolidated. Management informa- of the project, a situation that has
tion systems, billing, fiscal manage- resulted in more than a few prob-
ment, human resources, medical lems. Recently, fiscal sponsorship has
direction, capital acquisitions, and emerged as a more formal and inten-
contracting will all be jointly man- tional means to help formative
aged. This model is one of a develop- nonprofit activities receive charitable
W
While factors specific to each or-
ganization and situation lead in-
dividual nonprofits to consider
strategic restructuring, economic
considerations offer a backdrop to
the sector’s problems as a whole.
Mounting economic pressures have
taken their toll on both nonprofit
growth rate of the nation’s nonprofit
sector: as many as 30,000 new tax-
exempt organizations are created each
year in the United States. Many of
these new organizations are providing
valuable services, mobilizing commu-
nity resources, and developing inno-
vative approaches to problems. At the
“Why would we want to merge? We
would lose our independence. We
have our own way of doing things.
executives and their organizations. same time, duplication of effort, wasted
resources, unnecessary competition for We don’t want to be taken over by
Federal devolution of responsibility limited funds, and an increasing level
to state and local government (often some other group with different
of organizational failure are becoming
accompanied by a decrease in allotted endemic to the sector. Continually priorities. We would lose our iden-
resources); increased competition forming new nonprofits rather than
from business, government, and reevaluating existing structures is con- tity. This will never happen while I
other nonprofits; and two decades tributing to and accelerating these
of taxpayer revolts have brought
am president.”
troubling trends.
many nonprofits to a crisis point.
Another factor haunting the sector is —Spoken by the board chair of a nonprofit
Beyond the general financial problems the aging population of experienced that dissolved six months later
of the nonprofit sector, some sub- nonprofit managers and staff. As baby
sectors face woes uniquely their own. boomers age, one seemingly inevitable
For example, the advent of managed consequence is a loss of what Kreidler
care is wreaking havoc with the tra- aptly calls “discounted labor.” The
ditional market strategies, payment boomers, as they assume family respon- “Mergers will become an increas-
structures, and contracting relation- sibilities, are less able to continue to
ships of nonprofit health care pro-
ingly prevalent means of
accept discounted wages. Exacerbating
viders, while at the same time raising this problem, younger generations with organizational survival during the
competition to a fever pitch. Similarly, real concerns for their economic well-
the end of the “Ford Era,” as described being and future security are less will- next several decades, and increased
by John Kreidler in his essay Leverage ing to accept substandard wages than competition for declining funding
Lost: The Nonprofit Arts in the Post- were the baby boomers before them.
Ford Era, has brought the arts sub- The economic stress exerted by this and community support is the
sector a new economic calculus after upward pressure in compensation,
more than 30 years of reliance on large particularly among experienced staff,
primary reason for this trend.”
foundation funders and their leverage further erodes the sector’s ability to
effect within local communities. —Naomi Vine
sustain an ever-growing number of
Director
separate organizations.
Compounding other economic pres- Laguna Art Museum
sures is the continued phenomenal
Factors Contributing
Despite a challenging economic environment, many non- understanding the characteristics that contribute to
profits continue to grow and thrive, providing necessary nonprofit organizational success is important. These
services, creating innovative solutions to social problems, characteristics help nonprofits succeed in novel, high-
excelling in their fields. Meanwhile, other nonprofits stakes undertakings such as strategic restructuring. Four
stumble and fall. The sheer tenacity of the sector shields “success factors” correlate with the ability to succeed
the world from the full effects of nonprofit failures. within the current high-risk environment.
Traditionally, nonprofits defy the “natural laws of
bankruptcy.” Economic circumstances that would cause Mission. The first and most important factor in nonprofit
a sane businessperson to seek court protection or simply success is a clearly defined mission that is embraced by
close up shop are often accepted as the normal course of organizational leaders, both volunteer and professional.
events among nonprofits. For many nonprofits, delayed A strong commitment to a clearly articulated mission
payroll, reduced wages, and mounting back rent are a requires much more than a written mission statement. It
regular part of doing business. Failure to pay required means that the organization’s focus on changing society
payroll taxes to the Internal Revenue Service is the most as its mission mandates is a genuine, clear, daily presence
frequent cause for legal action against individual non- and the most important element in decision-making, par-
profit board members nationally and, ultimately, for ticularly in the consideration of major undertakings.
dissolution of nonprofit corporations.
Flexibility. The second factor in success is flexibility.
While both thriving and troubled nonprofits can benefit Many nonprofit organizations strive to maintain the sta-
from a well-conceived strategic restructuring effort, tus quo, while the world is changing with unprecedented
to Nonprofit Success
rapidity. Nonprofits attempting to preserve “the way we dedicated, involved boards. These executives keep their
have always done things” are struggling to hold back boards well informed, give both the good news and the
time—a battle that cannot be won. bad, and involve their boards in the nonprofit’s
struggle, viewing board members as actors rather than
Ironically, the missions of many nonprofit organizations audience in the drama of the organization’s life. Over
call for social change, yet the organizations themselves are time, a successful chief executive gains the board’s trust.
averse to change. Successful nonprofits not only embrace Thus, high-risk, potentially high-reward undertakings
change, but they also anticipate or even create it. In pur- that the chief executive supports are more likely to pass
suit of their missions, successful nonprofits have become board scrutiny. “Succeed, and the board will let you
more technologically sophisticated, customer-focused, and take bigger risks next time,” is advice given to many new
attuned to the external environment. They have learned executives.
that continuous rapid change, “learning faster than the
competition,” according to Peter Senge in The Fifth Growth. Successful nonprofits also share a desire to
Discipline, constitutes the ultimate competitive advantage. grow in order to deliver more and better services and
increase financial stability. Strong nonprofit organiza-
Leadership. The third success factor is leadership. There tions sometimes grow by “acquiring” smaller, weaker
is no substitute for it. The quality of both board and nonprofits they believe can be revitalized by an infusion
professional leadership varies widely among nonprofit of good management. In most acquisition-type mergers
organizations. Successful nonprofits have enterprising the dominant party is just such a successful growth-ori-
executives who work in harmony with supportive, ented organization.
K
Key informants agreed that funders
must act with care to avoid the ap-
pearance of having an undue influence
on nonprofits, given the reliance of
nonprofits on funders for financial
support. Michael O’Neill, director
of the Institute for Nonprofit
Organization Management at the
deeply, strategically, and realistically
about their present situation and
future prospects. The process should
aim to assess, as objectively as pos-
sible, the organization’s situation in
light of its mission and its external
environment. No organizational
structure should be taken for granted.
“I think one of the things we really
need is a broader list of options for
organizations to consider, besides
just mergers and consolidations . . . if
you could develop more models, this
University of San Francisco, quotes As corporate reengineering has
shown, the redesign of business pro- would be the most significant con-
Alexis de Toqueville: “When the
government speaks it is difficult to cesses for greater productivity (and tribution to moving organizations
ascertain the difference between a profitability) often requires abandon-
suggestion and a command,” reflect- ment of cherished but outmoded forward.”
ing the power that funders can wield, structures.
even inadvertently, when they “show — Ralph Silber
an interest” in an area. Strategic restructuring considerations Executive Director
are so fundamental—and their effects Alameda Health Consortium
The consensus among key informants so far-reaching—that the organiza-
was that funders should promote tions involved must begin with a
mergers, consolidations, and joint complete reevaluation of their current
ventures as the powerful organiza- strategic position. This approach also
tional options they are, but should makes political sense. Most nonprofit
broaden the framework to encom- leaders will balk at a third party’s
pass the concepts of reengineering, suggestion of a merger; it is an idea
reinventing, and market positioning, that must “dawn from within.”
as adapted to the nonprofit sector.
From these discussions the concept Thus, funders may wish to sponsor
of strategic restructuring emerged, broad educational and awareness-
broadening the focus from the pro- raising activities for the sector, and
motion of specific options. Strategic then be ready to assist those organi-
restructuring addresses the need to zations that realize that a merger,
bring change to a nonprofit in an consolidation, or joint venture might
environment that is itself rapidly be an appropriate alternative for
changing. them to consider.
K
ning is better understood because of
his book Strategic Planning for Public
Key informants contributed a wide and Nonprofit Organizations.
array of ideas concerning educational
Most nonprofit management learning
activities that funders can promote
spreads through word-of-mouth,
to encourage strategic restructuring.
facilitated by the ubiquitous networks
The suggestions were easily divided
nonprofit managers maintain. This
into three categories: research and
seminal activity is sorely needed in
development; documentation and
the emergent area of strategic re-
A funder’s objective should not dissemination; and direct assistance.
structuring. As happened with strate-
necessarily be to promote more gic planning, the resultant learning
Research and Development from a research and development
frequent use of a particular option, effort in strategic restructuring would
Key informants expressed a need for
such as merger, but rather to in- more creative thinking in this area, quickly spread from written form
viewing strategic restructuring as through word-of-mouth to benefit
crease the number of options “uncharted waters.” Now that eco- the wider sector. Some of the issues
nomic necessity is forcing nonprofits to be addressed by an R&D effort
available to nonprofit leaders. include:
to look at strategic restructuring
more closely, isolated advances in
practice are far ahead of the develop- ■ How to make information about
ment of a body of practical scholar- mergers, consolidations, and
ship on the subject. joint ventures directly available
to board members.
Society is at risk of losing essential
nonprofit services because of the ■ How to educate chief executives
poor financial performance and on the need for a well-informed,
imminent economic collapse of so involved board capable of mak-
many of the organizations within ing strategic restructuring and
which these activities occur. The other critical decisions.
sector needs an incubator function
devoted to developing new organi-
zational arrangements under the ■ The development of best-practice
banner of strategic restructuring. guidelines for handling each as-
Specifically, a successful strategy will pect of a merger (e.g., human
encourage the development and dis- resources and layoffs, finances,
semination of information on op- due diligence and other legal
tions for organizational change that concerns, board integration, and
enhance the missions of the non- the resolution of deal-breakers).
profit sector, without necessarily per-
petuating its current organizational ■ Analysis of the factors leading to
structures. the success or failure of strategic
T
This report outlines pressures facing
nonprofit organizations as resources
shift and societal need intensifies. It
describes the dynamics that motivate
nonprofit leaders to pursue or avoid
strategic arrangements with other
organizations. Finally, the report
highlights several ways nonprofit
■
struggled to build their own or-
ganizations? Will diversity be
enhanced or reduced?
S
Since the initial publication of this
report in April 1997 it has been re-
viewed by a growing number of
funders, some of whom perceived
potential value in pursuing its ideas
further. In July 1997, The James
Irvine Foundation was joined by The
David and Lucile Packard Founda-
tion in a unique collaboration to
In Strategic Solutions’ three-year life
it will identify, study and document
innovative restructuring projects;
work with local partners on educa-
tional efforts; produce books, case
studies, articles, and other means of
communicating what is learned; par-
ticipate in university-based research
projects; train a cadre of manage-
The following attributes, inspired by
business re-engineering literature, are
dynamics of successful enterprises in
the current turbulent nonprofit envi-
ronment. These are not abstractions:
Strategic Solutions is designed to em-
body these characteristics: