In cases where two existing societies wish to combine, there are two (and only two!) possible procedures, which are legally distinct. One is called a MERGER and the other is called a CONSOLIDATION. It is vitally important to differentiate these two and make sure that all members understand the differences when combining is considered. It is also necessary for everyone to evaluate the reasons for the contemplated joining of the groups so that the proper method is used.

When we use the technique of MERGER, one of the two organizations continues, while the other loses its independence and ceases to exist, since it is merged, that is, absorbed, into the former. All assets are transferred to the first organization and the members of the second organization agree to abide by the rules and regulations, bylaws, etc. of the group they are joining. When one uses the method of CONSOLIDATION, two or more organizations each discontinue their independent existence, and a new entity is formed that includes the memberships of the consolidating organizations, continues their work, and assumes their assets and liabilities. Because a new entity is formed, a new set of bylaws is necessary for a consolidation to take place. Most frequently, a new name is created, which may incorporate elements of the names of the prior groups.

As mentioned above, members must evaluate the reasons for uniting. Some could be called positive reasons and others could be called negative reasons. The groups may have some duplication of mission which could be consolidated. They might be competing for the same talent pool or funding pool. Both organizations could benefit by the skill set of the other members, and compatibility might seem to bode well. Efficiency could be improved and the missions of each might be more easily accomplished. In this positive environment the method of CONSOLIDATION would most likely best serve the memberships.

When one organization is clearly weaker or indeed if it is failing, then the membership of the stronger should be very wary of how, or even if, the two should be joined. One would first ask why the groups are contemplating coming together, and what has caused the one group to falter. Is it a failure of leadership, of finances, of weak membership, etc.? What are the plusses of combining at all? Once the failures are acknowledged (and hopefully, addressed), and the organizations decide to proceed, then the best technique is simply the weaker being absorbed by the stronger in the form of a MERGER.

Both methods require the proposal to be brought up before the memberships in the form of a motion which requires the same notice and vote as a bylaws amendment because it would significantly alter the makeup of the clubs. The memberships have the ultimate right to decide whether and how to proceed. It is absolutely necessary to spell out to both organizations exactly what the combining will entail and how much of each club and its prior duties, style, etc. will remain.

In the case of CONSOLIDATION, each group adopts resolutions which are substantially identical and provide for consolidation at a specified date. Then a joint meeting of the two groups is held during which the new society is organized and a new set of bylaws is adopted. The groundwork for all this is laid out by committees ahead of time. Again, the membership must ultimately approve, usually by a 2/3 vote and proper notice.

In the case of MERGER, however, a new set of bylaws is not written. But it must be clearly spelled out to the group that is being absorbed that it is not an equal joining by any means. Oftentimes the members of this group believe that they will have a larger say in how the merged club is run since they have contributed their assets, etc. to the new grouping. Such is not the case, unless it is so stipulated as a prerequisite to the merger. If there are any issues that need to be resolved regarding what the merged club will look like and what roles the new members will have, etc. then it should be done in writing ahead of time in the form of motions which all members of the principle society would be able to debate and decide. In this way a clarity of roles and expectations is maintained and any types of rancor or hard feelings are avoided. This clarity will allow for a smooth transition and a contented and productive membership.

The author is an active member of The National Association Of Parliamentarians and The Arizona State Association Of Parliamentarians, Old Pueblo Unit, and can be reached via email at robertsrulesabc@gmail.com.


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