Roles and Responsibilities of the Integrated Working
Group and Transition Board for the New Organisation
(from a Briefing Paper prepared by the Integrated Working Group)
Role of the Integrated Working Group
The Integrated Working Group is a high level project board with Senior
Management and Trustee representation from all organisations involved in the
merger. Its role is to:
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Provide leadership;
Oversee the development and implementation of the merger process and
take any relevant decisions;
Take responsibility for the work of the Project Management Team;
Report on decisions and progress to respective Management Committees.
Working Methods – see details in the following Terms of Reference section.
Staffing Resources – secretariat support of ½ day a week.
Role of the Transition Board for the New Organisation
The Transition Board is a strategic working committee made up of representatives
from each merger partner. (Staff members who are likely to be associated with the
new organisation are ineligible for nomination.) Its role is to:
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Oversee the legal process associated with the merger and establishment of
the new organisation;
Provide leadership and interim strategic planning and management for the
establishment of the new organisation until governance arrangements and a
new legal entity are established;
To be accountable for the due diligence associated with the merger to
establish the new organisation;
Establish and take forward as appropriate a process for the recruitment of a
Chief Officer and senior staff;
Develop interim communication and HR plans for the new organisation;
Set out a cultures and values framework.
Working Methods – full Terms of Reference must be agreed. The Transition Board
should meet every 2 to 3 weeks.
Staffing Resources – secretariat support of 1 day per week.
AmalgaMate – A toolkit of ideas and practice for mergers in the third sector
Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies
Terms of Reference – The Integrated Working Group
Role:
To oversee the merger process and report to each of the Management Committees.
Final decisions rest with the Charity Trustees/ Board of Directors.
This is to be achieved by date/month/year.
Membership:
The Working Group shall be comprised of at least one Trustee/Director and no
more than two senior staff members from each organisation involved with the
merger.
Membership of the Group shall be restricted to those organisations that have agreed
to integrate/merge into one organisation. New organisations can join the Group but
must do so in full agreement with previous decisions taken.
The Working Group may appoint one of their number to Chair the Group or may
appoint an independent facilitator, whichever is deemed most appropriate.
The Secretariat will be responsible for drafting the agenda, recording minutes,
compiling papers and storing documents. A nominated representative from each
organisation will be responsible for monitoring these duties and feeding information
between the secretariat and their respective Management Committees.
Meetings:
The Working Group shall meet as often as necessary and at least once every month.
Should the Working Group require an extension, permission must be given from the
respective Management Committees.
All participants of the Working Group are encouraged to attend every meeting.
However, where unexpected circumstances arise, it will be acceptable for one
organisation representative to be present.
The Secretariat will be responsible for ensuring that participants receive meeting
agendas and appropriate papers at least five working days before the meeting.
Objectives:
 To facilitate discussion and consider the relative merits and practicalities of a
merger.
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To consider the cultural fit, legal issues, benefits, risks and likely costs.
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To draw up a Letter of Intent/Heads of Agreement document including a
confidentiality agreement.
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To establish a work plan with an outline of actions to be taken to achieve the
merger with a timeline and details of resources required. The plan will cover
the following:
AmalgaMate – A toolkit of ideas and practice for mergers in the third sector
Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies
- Merger objective
- Legal form of the merged body
- Its constitution
- Governing Body
- Staff structure and activities (as appropriate)
- Cultural fit
- Legal issues
- Due Diligence process
- Employment/staffing issues
- Benefits & Risks
- Costs of merger.
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To develop a communications strategy that addresses how the merger will be
communicated to all key stakeholders, including beneficiaries, staff,
volunteers, members and funders.
Authority:
The Working Group is obliged to refer back to the Management Committees any
decision that falls outside the Working Group’s Terms of Reference.
The Working Group will make recommendations to individual Management
Committees. Decision making powers will be limited to those seeking further
research and information in order to provide a comprehensive picture of the issues
to enable all organisations to make the material decisions associated with the
process and achievement of the merger.
AmalgaMate – A toolkit of ideas and practice for mergers in the third sector
Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies