Forum - March 2009

(Pictured L to R) Joseph Truncale, NAPL president & CEO, Steve Johnson, NAQP president & CEO, and Keith Kemp of Orlando, Fla.-based Xerographic Digital Printing and vice chairman of the NAPL Board of Directors. In September, Kemp will become the first NAQP member to become NAPL’s board chair.

ple. Get to know their approach, and get to know their operating system and values.’”

To facilitate that process, the group employed an outside consultant, Harrison Coerver, president of Harrison Coerver & Associates and past board member of the Association Forum, who specializes in mergers. His role was to be an objective third party responsible for leading preliminary meetings and laying the groundwork for discussions.

Coerver was optimistic about the groups’ compatibility following preliminary surveys and a formal sit-down meeting with representatives from both sides. “Both parties were very open to exploring all possibilities, and that makes all the difference in the world when it comes to mergers,” Coerver says. “When parties come to the table already focused on non-negotiable points or aren’t really open to looking into all options, they’ll almost certainly hit roadblocks.”

Many topics were given due diligence, including each group’s mission, membership profile, membership categories, governance, finances, programs and services. Issues identified from the early survey were resolved, and some were identified for future discussion or next steps.

CREATING ITS OWN TEMPLATE

NAQP’s central concern was losing its unique identity and culture. Though not uncommon, according to Coerver, the concept took particular significance for NAQP’s membership. NAQP filled a unique niche of small business owners, and many members

perceived NAPL as serving only larger businesses. NAQP’s typical member was a sole proprietor not accustomed to relinquishing control to others. “These are people who are used to being involved with every facet of their business — from what customers they should give credit to, what time the delivery driver is going home, and how much paper is costing,” Kemp says.

The networking aspect also was important to NAQP members, who often relied heavily on relationships and events with fellow members.

As it turned out, NAQP and NAPL agreed to retain the NAQP brand. Truncale says he didn’t think it was an option to eliminate the NAQP brand because NAQP’s members could have joined NAPL, but for some reason didn’t — probably because they felt they didn’t identify with NAPL’s membership somehow.

Yet keeping a name doesn’t alone guarantee a continuation of culture. Recognizing potential concerns, NAQP was very careful to communicate openly with its general membership about its discussions with NAPL.

In spring 2005 — shortly after the first formal meeting involving Coerver — NAQP sent a letter to all members. “We wanted to be very open with them and say ‘This is what’s going on … this doesn’t specifically mean we’re going to merge with NAPL, but we are in meetings with them to discuss a variety of options,’” Johnson says.

Throughout the process, Johnson or the current chair updated members and addressed concerns. Board members called upon members for input.

Feedback that summer from the general membership was very positive. As anticipated, the input centered on how the merger would affect NAQP’s culture and values.

To that end, the final agreement had several important parts. Johnson would remain to oversee NAQP (though he would become an NAPL employee). According to Kemp, NAQP members were confident in Johnson and believed he would protect the unique culture of their group; in fact, many cite Johnson as a key factor in the merger’s success. Gardner added that neither Johnson nor Truncale were “guys with big egos” who could have derailed the process. “Their biggest concern was what was best for members,” he adds.

Also key was the integration of NAQP members onto the NAPL board. For at least the first five years after the merger, there are to be five NAQP members on the 33-member board and one on the executive planning committee. An NAQP board of governors also was created, though largely an advisory group charged with addressing how the merger is going and how its membership segment is being served.

Events and programs that cater to the unique culture were kept intact, such as the popular annual Owners’ Conference. And as an extra reassurance to NAQP members, the merger was given a two-year trial period.

TEST RUN

In fall 2005, NAQP hosted an open forum at its annual convention so members could ask Johnson and Truncale questions. At the conclusion, Johnson and Truncale asked attendees if they’d like them to pursue a trial period of a merger. The response was an overwhelming “yes.”