How ASAE, GWSAE, The Center for Association
Leadership, and the ASAE Foundation Created a
New Business Model for the Future
Al Rickard, CAE
The Vision 3
Better Together 5
The Beginning 6
Challenges and Success Factors 8
Not Your Average Merger 9
Seizing Momentum 11
Merger Timeline 12
Culture Issues 18
Members and Stakeholder Feedback 20
“Industry Partner” Considerations 26
Due Diligence 27
Staff Integration 28
GWSAE Member Vote Campaign 31
Lessons from the Merger 37
Appendix A: JOLT Member Roster
Appendix B: Merger Proposal Report and
ASAE – CENTER MERGER WHITE PAPER 2
“Bringing together GWSAE, The Center
for Association Leadership, ASAE and
the ASAE Foundation pioneers a new
business model for the future. By uniting
under a common vision, the new ASAE
and Center will provide the association
community with the leadership and tools
needed to ensure that associations
become a defining force in shaping the
- The “Better Together” Web Site, July 2004
ASAE – CENTER MERGER WHITE PAPER 3
“Change is the law of life and those who look only to
the past or present are certain to miss the future.”
— John F. Kennedy
“Greatness is not a function of circumstance.
Greatness... is largely a matter of conscious choice.”
— Jim Collins
“Life is either a daring adventure, or nothing.”
— Helen Keller
“Success is never final.”
— Bill Marriott, Marriott Corporation
"[In a visionary organization] the drive for progress is
never satisfied with the status quo, even when the
status quo is working well."
— Jim Collins
“We cannot become what we need to be by remaining
what we are."
— Max DuPree, CEO/Chairman, Herman Miller Corp.
ASAE – CENTER MERGER WHITE PAPER 4
The six quotes on the previous page capture much of the inspiration behind a
historic event – the merger involving the American Society of Association
Executives (ASAE), the Greater Washington Society of Association Executives
(GWSAE), The Center for Association Leadership, and the ASAE Foundation.
Each quote connects with a critical aspect of what was a remarkable
consolidation of four complementary, yet competitive, organizations. Perhaps the
quote from business author Jim Collins best captured the essence of what this
merger was about:
"[In a visionary organization] the drive for progress is never satisfied
with the status quo, even when the status quo is working well."
All four organizations were stable, financially healthy organizations serving
their own sets of constituents with a wide range of successful programs and
services. None of them had to merge. Yet they chose to do so. This report
examines how this merger happened, and offers insight and lessons that we
hope will benefit other associations considering similar actions.
ASAE and The Center for Association Leadership are committed to offering
information about this merger as a case study for the association community.
ASAE – CENTER MERGER WHITE PAPER 5
When the volunteer leaders of the four primary organizations serving the
association profession sat down together in the spring of 2003, they had no idea
where their discussions would take them.
As members of a task force called the Joint Organizations Leadership Team
(JOLT), these leaders embarked on an important mission: To address ways the
organizations could work together to advance the association profession and its
In the months to come, JOLT would make history – creating a new business
model for the future that would create exciting new opportunities for the
The path before them was hardly clear. Decades of discussions about how
ASAE and GWSAE could work more closely together had not generated any
These two organizations competed in the world’s largest association market –
the Washington, DC metropolitan area – home to more than 3,500 associations
and 75,000 association employees.
For ASAE, the national organization, the Washington, DC region represented
the most focused and lucrative market in the nation. For GWSAE, the regional
organization, the Washington, DC region represented its entire market.
While both organizations grew and succeeded throughout the 1980s and 90s,
association professionals in the Washington, DC region found their loyalties
In 2001, GWSAE launched a new organization designed to provide even
more resources for advanced learning and knowledge-building: The Center for
Association Leadership. This new organization, structured as a subsidiary
foundation of GWSAE, was not limited by the geographic scope of GWSAE.
Instead, it was a boundaryless organization providing programs on a national,
and even international, scale.
This new structure placed GWSAE and The Center in a stronger market
position with a wider scope of programs, increasing its competition with ASAE
and the ASAE Foundation. Even though competition is the basis of business
success, it can also produce unwanted duplication and overlap of programs and
activities. When this competition slows the potential progress of a profession, it
creates an opportunity for change and growth.
This opportunity for a better future is what drove the proposed merger
involving ASAE, GWSAE, The Center for Association Leadership, and the ASAE
Foundation. The well-known business author Malcolm Gladwell might call it a
ASAE – CENTER MERGER WHITE PAPER 6
In the summer of 2003, JOLT issued the following statement:
“It is our belief that by working together and capitalizing on the
strengths of all these organizations, we will reach new heights of
service and value for our members and customers. This Joint
Leadership Team will continue to meet and, in the months ahead,
develop a proposal to best move forward with the ultimate goal of
advancing the association management profession to which we all
are deeply committed. It is our hope that by working together, we
• Create greater efficiency and focus,
• Eliminate confusion in the marketplace,
• Provide more valuable services to best meet the needs of
Discussions at the volunteer level began during a time of transition for ASAE
– the organization was searching for a new president and CEO. Once John H.
Graham IV, CAE, was installed as president & CEO of ASAE, he and Susan
Sarfati, CAE, president & CEO of GWSAE and the Center for Association
Leadership, were invited to join the team. Both chief staff executives expressed
immediate support for the process, believing that what was best for the
profession would make the most sense for their organizations. They recognized
that their respective roles were critical in developing and presenting to the
volunteer leadership a workable model that could succeed.
“We began this process without knowing where it would really go,” GWSAE
2003-04 Chairman Greg Balestrero, chief executive officer of the Project
Management Institute, recalled. “We didn’t know if it was even possible to invent
a new reality, or if we would just end up with collaborating on a few projects.”
“Developing a closer relationship between these organizations had been on
people’s minds for a long, long time, but earlier discussions had failed because it
wasn’t the right time for volunteer and staff leaders,” said Tom Kuhn, ASAE
2004-05 chairman and president of the Edison Electric Institute. He added that
the group talked not only about how to better serve customers inside the
Washington, DC beltway, but focused on how to build a structure that was best
for customers both inside and outside the beltway.
Ralph Nappi, CAE, the GWSAE chairman-elect at the time negotiations
began who is now chairman of the new Center Board, observed, "It was the right
time to restart the discussions. It was the perfect example of the there being a
right time and a place for an idea to blossom." Nappi is president of the American
Machine Tool Distributors' Association.
The roster of JOLT members is shown in Appendix A.
ASAE – CENTER MERGER WHITE PAPER 7
Challenges and Success Factors
Many mergers are driven largely by necessity, often with one of the parties
under some financial duress. Not so with this merger. Although ASAE had
endured some deficits in the post-9-11 era, including significant staff layoffs, its
financial situation had stabilized, and the organization was now under the
leadership of a new executive. The ASAE Foundation was on solid financial
ground with restricted assets of $10 million, consisting primarily of a research
GWSAE and The Center for Association Leadership were in a very strong
financial position with combined assets of $10 million. The Center for Association
Leadership, as a foundation of GWSAE, completed its first capital campaign in
2001 and successfully raised $4.8 million.
Ironically, this absence of financial issues became a significant challenge to
overcome, as some members and stakeholders, including the trade press,
repeatedly questioned why the organizations should merge if there were no
To answer this question, leaders in the merger process often answered, “If
the only reason we should merge is because of finances, that’s not a good
enough reason.” Their focus remained on the larger picture – what was best for
the future of the profession.
Even so, this lack of a financial imperative proved to be one of the key issues
to overcome in the minds of stakeholders. Overall, the primary issues to
overcome regarding this merger boiled down to the following:
• No financial imperative for change
• Cultural issues
• Complexity of merging four organizations into a new structure
• Convincing GWSAE members that their interests would continue to be
• Overcoming a fear of change
One barrier that often derails mergers – the egos of volunteer leaders and
chief staff executives – was notably absent from the equation. The confluence of
factors that contributed to this situation included:
• GWSAE and The Center for Association Leadership President & CEO
Susan Sarfati, CAE, was sincerely committed to doing what was best for
the profession, considering that more important than her position.
• ASAE President & CEO John H. Graham IV, CAE, was new in his position
and was also open to exploring the best options for the future of the
• Significant cross-fertilization of volunteer leaders existed among the four
boards of directors – some members served on more than one board, and
many others had previously served on other boards and/or had been
involved in the other organizations.
ASAE – CENTER MERGER WHITE PAPER 8
Not Your Average Merger
Each of these terms was used at different points in the process to describe
the merger. As the exact structure unfolded, lawyers advised the organizations
on the language that would be best used to describe it. In the end, it was simply
identified as a “merger.”
While the shift in terminology appeared confusing to some observers, it was
driven by the fact that this was not your average merger.
Most mergers involve combining two existing entities into a single
organization. Not so with this one – it involved the following separate
• A consolidation of the ASAE Foundation into The Center
• Transfer of the ASAE Education Division into The Center
• The dissolution of GWSAE and transfer of its assets to The Center
To top it off, the two surviving organizations – ASAE and The Center – were
billed as both “independent” and “interdependent” organizations. This
terminology describes a somewhat complicated, yet politically necessary,
relationship between the two entities.
In terms of governance, the two organizations are in fact independent – the
boards of the respective groups control their assets and destinies, albeit with
certain restrictions on their ability to separate from each other.
However, the relationship was structured to give each organization powerful
incentives to support the success of the other, eliminating longstanding
competition between them.
Joint governance committees for finance, audit, planning, and nominating
were established. In addition, a single, unified staff structure was put in place.
Details about the structure of the merger are contained in the “Merger
Proposal Report and Recommendations” document (Appendix B). This report
was produced in May 2004 prior to the merger votes by the boards of the four
The staff structure of the two organizations was designed to capitalize on the
strengths of all four organizations and present seamless customer service to
members and stakeholders. Although the staff resides at two different physical
locations (ASAE headquarters and The Center headquarters) located a few
blocks apart in the heart of Washington, DC, communication and information
technology systems were integrated to support a staff that operates as a unified
ASAE – CENTER MERGER WHITE PAPER 9
All staff are ASAE employees and fall into three groups within the overall
• ASAE Staff
• Center Staff
• “Shared Services” Staff
ASAE staff and Center staff are devoted to programs run by their respective
organizations. Recognizing that many functions are common to both
organizations, ASAE and The Center created several areas of “shared services”
that are staffed by employees who serve the needs of both organizations. These
• Finance and Administration
• Human Resources
• Meetings and Expositions
• Public Relations and Communications
• Market Research
ASAE – CENTER MERGER WHITE PAPER 10
JOLT recognized that the success of the merger hinged on their ability to
achieve conceptual support at the outset of the process. With this in mind, JOLT
built a logical and compelling case for merging the organizations, including a
30,000-foot view of the key benefits of merger, the new organizational structure,
governance, and the proposed due diligence process.
By presenting this broad conceptual outline for immediate approval by each of
the four boards at the beginning of the process, JOLT allowed leaders to focus
on the big picture, without making initial approval dependent on the review of
On January 15, 2004, the boards of the four organizations convened for a
joint meeting – the first such meeting in the history of the organizations – and
listened to a proposal from JOLT on the merger. The boards then adjourned for
separate meetings, where each considered the merits of the proposal and voted
on the concept of the merger, subject to subsequent due diligence by volunteer
leaders, staff, legal counsel, and auditors. All four boards voted to approve the
This approach achieved the desired results of generating tremendous
momentum towards a positive outcome, with the clear understanding that the
merger was not a “done deal” until all parties were satisfied with the final
structure and the results of the due diligence process.
ASAE – CENTER MERGER WHITE PAPER 11
A target date of July 1, 2004 was established for implementation of the
merger, pending approval by the four boards and the GWSAE members. In
setting this date, JOLT tried to strike a balance between acting quickly and
allowing sufficient time for the due diligence process to be carried out. The
timeframe brought the required focus to the due diligence effort.
At the same time, Graham and Sarfati explained that every aspect of the
merged organizations would not take place immediately on that date. While the
essential structural and program integration would begin on July 1, 2004, full
implementation of the merger would be, by necessity, a gradual process
involving new program development, staff integration, cultural change, and other
factors that take time. Key milestones in the process included:
Staff CEOs Join JOLT
JOLT Finalizes Merger Concept
Four Boards Approve Merger Concept
• Provides impetus for proposed merger process to proceed
Press Conference on Proposed Merger
• First public announcement of intent to pursue consolidation
E-Mail Announcements Sent to Stakeholders
• First direct communication with stakeholders and opportunity for input
ASAE-GWSAE Staff Team Meeting
• First opportunity for ASAE and GWSAE staff to meet and discuss vision
and goals for merger
Town Hall Meeting in Washington, DC
• First forum for direct member and stakeholder input
E-Mail Update Sent to All Stakeholders
• Provided summary of comments received at the first Town Hall Meeting
ASAE – CENTER MERGER WHITE PAPER 12
Town Hall Meeting in Baltimore
• Second forum for direct member and stakeholder input (mostly ASAE
E-Mail Update Sent to All Stakeholders
• Highlighted summary of very positive e-mail responses from members and
GWSAE Board Meeting
• First extensive Board discussion of proposed merger
GWSAE Town Hall Meeting in Washington, DC
GWSAE Town Hall Meeting in Bethesda, MD
GWSAE Town Hall Meeting in Alexandria, VA
GWSAE Town Hall Meeting in Tysons Corner, VA
Integration Steering Committee (ISC) Staff Team Retreat
• Created common vision and values for merged organizations and
strengthened the team atmosphere
GWSAE Business Partners Town Hall Meeting
E-Mail Sent to All GWSAE-Center Stakeholders
• Summarizes GWSAE Town Hall meetings and presents complete picture
of GWSAE-Center finances
ASAE Board Meeting
• Opportunity for ASAE Board to review GWSAE and Center financials
Business Area Plans Completed by ISC Subcommittees
• Provided first look at how each functional area may be structured following
ASAE – CENTER MERGER WHITE PAPER 13
GWSAE Board Think Tank
• In-depth discussion of merger issues to make recommendations to JOLT
• Reviewed the proposal, negotiated final items, approved plan to be
presented to the four boards
Four Boards Approve Merger
• Presentation of full proposal to all four boards, each board votes
separately to approve merger
Press Conference Announcing Board Approvals of Merger
• Announcement of board approval and preview of process leading to
GWSAE member vote
E-Mail Update Sent to All Stakeholders
• Announcement of board approval and preview of process leading to
GWSAE member vote
Voting Information and Background Sent to GWSAE Voting Members
GWSAE Member Briefing on Merger Vote in Alexandria, VA
• First in a series of three briefings designed for members to receive
information and ask questions
GWSAE Member Briefing on Merger Vote (Audioconference)
GWSAE Member Briefing in Washington, DC
GWSAE Members Approve Merger
• Members approve merger with a positive vote of 78%
Press Release Sent Announcing Final Merger Approval
E-Mails Sent to Members and Stakeholders Announcing Final Merger
ASAE – CENTER MERGER WHITE PAPER 14
Merger negotiations are never easy.
The negotiations to finalize this merger weren't easy, either. But they were
collegial throughout, marked by a strong commitment to good faith negotiating on
all sides. The JOLT members - all colleagues in the association profession - were
able to find common ground and work together effectively.
Although the merger had financial implications – organizational assets were
being transferred, future revenue potential was being affected, etc. – no cash
was exchanged as part of the merger. Although JOLT members held to their
fiduciary responsibilities for their respective organizations, they reached a
consensus not to let financial metrics control or drive the negotiations to achieve
a better future.
At several junctures, JOLT leaders commented on how hard the negotiating
teams worked – spending hours in what were sometimes two-day meetings – to
decide tough questions before critical deadlines in the process.
Developing the overall concept and framework for the merger – announced in
January 2004 following several months of discussion – turned out to be the easy
part. The boards of all four organizations approved the broad parameters of the
agreement following a briefing by JOLT.
Then the real work began as JOLT and the staff teams conducted due
diligence and delved into the details of how the merger would work.
“We all had fiduciary responsibilities to our organizations,” one leader
remarked, “and sometimes these were in conflict as we went through this. We
sometimes thought about what we might be losing, but we always shifted our
thinking to focus on what we could gain.”
JOLT members centered their discussions around the needs of the
component organizations and were able to craft a solution that responded to
“One element of success in the negotiation was that great flexibility around
the understanding of needs, along with creative ideas, which enabled solutions to
develop,” said Dave Ryder, the 2003-04 chairman of The Center for Association
"For me, what kept this in focus was our need to do what was best for our
respective members and customers," remarked Richard B. Green, chairman of
the ASAE Foundation and vice president, association sales & industry relations
for Marriott International. “It was clear there was overlap and competition
between the organizations and it wasn't healthy competition – it was just
diminishing our resources. The member or future member is the one who would
benefit from unifying these groups and creating a single organization that would
operate from a position of strength, leverage future-focused strategic research,
and a provide proven cutting-edge learning programs.”
While the big picture view provided useful context for negotiations, many
structural details were worked out in the discussions.
ASAE – CENTER MERGER WHITE PAPER 15
“The toughest point in the process was after the announcement was made
public and we went back and got into the details, dealing with issues such as
governance, culture, and how the organizations could be ‘independent and
interdependent,’” Kuhn said. “But we continued to say that the bigger goal was
more important than any of the details, and that's what got us through.
Stakeholder input was tremendously important – it made us go back to the
drawing board on some things. It was during that time we developed the joint
committee structure between the ASAE and Center boards for nominating,
planning, and audit/finance. We also decided that the new volunteer leaders who
would lead the organizations following the merger would answer many of the
questions and make it work.”
Peter Moran, the 2003-04 secretary-treasurer of GWSAE and executive vice
president & CEO of the Society of American Florists, noted, “What impressed me
during the negotiations was that whenever we seemed to get to an impasse, we
would always come back to the original goals we identified before the process
began. That seemed to get us on track. Also, Tom Kuhn always reminded us that
we have to trust that the people who would follow us in leadership roles will make
the right decisions for the time under the new structure. This was a guiding light
in my mind.”
Egos and personal agendas were notably absent throughout the negotiations.
“Never did I see anybody on either side of the table say, ‘What is going to
happen to me or my position?,’” Nappi observed. “Their comments were always
unselfish, focused first and foremost on what is best for the profession and then
what was best for the organizations involved. That's what kept me engaged.”
Another key factor in the success of the negotiations was that most of the
board members of the four organizations had also served as volunteer leaders in
the other organizations. This cross-pollination made it easier for everyone to see
the situation from more than one perspective.
“We all had major stakes in both ASAE and The Center,” Kuhn remarked. “In
addition to my leadership role at ASAE, I had been a contributor to the Center
and believed in Susan Sarfati's leadership of that organization. I also served on
the search committee that brought John Graham aboard.”
“There was an inherent level of trust among the players and a shared history
among a lot of the players,” Nappi commented.
Moran added, “I never felt that there was a hidden agenda among the JOLT
members. I think we had differing opinions based upon the organizations we
were representing, but there were no private agendas.”
Inspiration and encouragement came from key people in the process and
from many places.
Moran praised the leadership of Kuhn and Balestrero, the respective
chairmen of ASAE and GWSAE: “I don't think this could have happened without
their leadership. They were absolutely the right people at the right time to lead us
through this process.” He was also energized by the enthusiasm of Graham and
Sarfati, the staff CEOs of ASAE and GWSAE. His views were echoed by many
JOLT members, who realized that the ultimate success of the merger would
depend on their ability and willingness to make it work at the staff level.
ASAE – CENTER MERGER WHITE PAPER 16
JOLT members representing the GWSAE and Center also appreciated the
role that their fellow board members played in the process. “They kept us
focused on the right things,” Nappi recalled, noting that when negotiators are
deep in the middle of a process it is sometimes hard to maintain a broad
perspective on a situation.
After emerging from one negotiating session, Greg Balestrero, chairman of
GWSAE, gained inspiration from a quote on the side of the National Archives
building that he said helped put it all in perspective. “All of the past is prologue,”
the engraved letters read. “This struck me as profound,” he observed. “Legacy
can be the foundation for the future or the anchor to hold us back. We believe
this merger is a prelude to a strong future.”
Through the process, JOLT members were also mindful of the importance of
acting quickly to take advantage of the enthusiasm and commitment of the group.
“I truly believe what kept everyone going was we all believed we had an
opportunity to make something very positive happen for the entire association
community but we had a very small window of opportunity to act,” Moran said.
“Dave Ryder, having been through many mergers, always reminded us that time
is the enemy of any merger. It is best to move through the process as quickly as
possible as long as the due diligence is conducted. If the process takes too long,
then the positive energy begins to change directions.”
“We did what we had to do to get this done, and that's what I am proud of,”
Nappi said. “This is my proudest association moment to date, and I am extremely
proud that there were no personal agendas in the process.” He added, however,
that “this is only the first chapter. We did the right things for the right reasons, but
let's give it three years and see how effective it is. This is a journey, not the
destination. I'm betting that three or four years from now it will be bigger and
better than even the most optimistic projections. It couldn't have been that way if
we had overstructured it – there had to be a certain amount of ambiguity and
freedom for future leaders to shape the organizations.”
Finally, the negotiations needed to be based on a presumption of success -
there were never any “Plan B” scenarios developed. “There couldn't be a bailout
provision or a potential for divorce,” Nappi declared. “Divorce was not considered
an option in our planning. This kept us focused on making it work.”
ASAE – CENTER MERGER WHITE PAPER 17
The difficulty of combining different cultures is often cited as the biggest
reason why mergers fail.
One JOLT member reported that he spoke with other colleagues who tried
mergers and failed, and was told by each of them that culture was the reason.
Numerous books and articles cite culture as a critical element of successful
Consequently, it wasn’t surprising when cultural differences were quickly
highlighted by members and stakeholders as a key issue in this merger after the
concept was first announced. Comments poured in via e-mail, telephone, in
Town Hall meetings, and in conversations. A sampling:
“I hope that ASAE-GWSAE are considering the cultural aspects of
this merger. In fact, the research says that most mergers and
acquisitions fail because of the cultural differences of the two
organizations. From my perspective, you have ASAE which is more
staid and conservative and dominated by a handful of execs and
GWSAE which is more flexible and innovative.”
“My greatest concern is that the ‘openness’ of GWSAE might be
lost. It is tremendously easy to get involved in GWSAE in any way
you want, including serving on a council, no matter what level you
are at professionally and no matter how long you’ve been a
“The hallmark of GWSAE is how easy it is to get involved. We want
that to remain the same.”
“I am concerned that the efforts of the rather regionally directed
GWSAE will be swallowed up by the national ASAE.”
“It is my observation that the cultures of ASAE and GWSAE are
significantly different. These cultural differences are clearly seen in
approaches to customer service and in the methods used for
leadership/professional development and organizational growth
through progressive education programs.”
As these types of comments poured in, JOLT members and staff leaders
insisted that cultural differences would be resolved and that the new culture
would satisfy concerns.
At one point in the JOLT discussions on this topic, ASAE Chairman Barbara
Belmont, CAE, declared, “I don’t know why we are talking about different cultures
– we should be talking about how we can take the best of all four organizations
and create a new culture.” GWSAE Chairman Greg Balestrero recalls that this
comment was a turning point for him – it changed how he thought about the
culture question and how it could be resolved.
ASAE – CENTER MERGER WHITE PAPER 18
Sarfati repeatedly emphasized in public comments that they “heard the
message loud and clear” about preserving the GWSAE culture, and pledged to
ensure that the customer service and friendly interaction that defined the culture
“The next couple years will determine the culture,” Balestrero noted. “The
transition board of The Center is comprised 50 percent from the GWSAE
community and 50 percent from the ASAE Foundation community. If we go into
this with the commitment that we will come out with a culture that has the best of
both, it will work. It needs to be a great place to volunteer your time, and it has to
start with the volunteer leaders.”
ASAE – CENTER MERGER WHITE PAPER 19
Member and Stakeholder Feedback
If immediate positive feedback is a sign that a proposal is on the right track,
then it shouldn’t be a surprise that the merger was approved.
The communications strategy included a series of e-mails to members of
ASAE, GWSAE, and all stakeholders involved in the four organizations. On
January 16, 2004 – the day after the four boards approved the merger concept –
two e-mail messages were sent. The first went to all members and stakeholders,
including GWSAE members. The second went only to GWSAE members.
Each e-mail provided a link at the bottom for recipients to click to provide
comments directly back to Graham and Sarfati. This mechanism helped generate
a tremendous amount of feedback – many of which were received within minutes
or hours following release of the e-mail.
What Members and Stakeholders Said
Members and stakeholders of all the organizations involved were quite thoughtful
in their responses, offering a wide range of views and opinions that provided a
rare window of insight into how members were thinking.
In response to the initial e-mail to all stakeholders, 82 percent of the responses
were positive with no questions asked – a truly remarkable result considering the
magnitude of the proposed merger.
Many respondents also appreciated the style and content of the e-mail
communication. They liked receiving a prompt update delivered to them
personally and especially appreciated being asked for input, which of course they
offered. Some of the positive comments from association professionals located
both in Washington, DC, and around the nation included:
“You have my compliments and full support in the consolidation. I believe
it will elevate our profession, recognition and influence to heights
previously only dreamed of.”
“Great idea. This is real progress. Congratulations on doing what is truly
best for the association community.”
“It is about time. This is the best thing to happen to our association
community here in Washington. Best of luck – you have my support.”
“I personally think this is a great idea and an enhancement to my
“A long overdue decision. It only makes sense. Good work and good
“Outstanding move. This will create much better value for all.”
ASAE – CENTER MERGER WHITE PAPER 20
“You are both to be congratulated. It strengthens the leadership team and
provides a seamless environment for members.”
“WOW! A brave new world for associations! Congratulations to all who
participated in this monumental undertaking. You give new meaning to
risk-taking and creative thinking. But, most importantly, the leaders of the
four pillar organizations have boldly ‘walked the talk.’ I’m on board!”
“Congratulations to you both. This makes all the sense in the world.”
A big win for the association management profession!!!!!!!!!!!!!!!!!!!!!!
Don’t let anything get in the way!!!!!!!!!!!!!!!!!!!!!!!!!!!”
“May I congratulate both of you on your bold move, courage, mutual trust,
and vision to advance the profession. I know this could not have been
“I am astonished and delighted with this development. . . .For the first time
I note a cooperation between both organizations rather than competition. I
commend everyone on the JOLT team. . . .Education is a must for all of
us in this fast-changing world. What you know today will not be enough
tomorrow and all of us must continue to learn. This consolidation will give
us one voice to learn all that is being offered and one place to receive this
education. . . .As a past member of the Board of both ASAE and GWSAE,
I could not be happier or more impressed.”
“I commend you for this extraordinary display of leadership. As a former
member of the ASAE Board and Executive Committee (and a 30-year
plus member of ASAE), this is the most dramatic and positive
development in the history of the organization and the association
“As a former member of both ASAE and GWSAE as well as former staff
member of the ASAE Foundation, I applaud this merger. It has been
discussed (even if in whispers) for years that these two organizations
frequently compete for members and member participation.”
“As a former chair of the ASAE Small Associations Advisory Committee, I
support the move to consolidation. . . .I would hope that a merger as
contemplated would possibly cause ASAE to focus more strongly on the
smaller associations and on the majority of state affiliates.”
ASAE – CENTER MERGER WHITE PAPER 21
“This is a terrific idea. It brings more talent to every opportunity and
eliminates wasteful overlap and competition. You have my full support.
Just one concern. As a member out here in the hinterlands (Chicago), I
know both of you will want to put special emphasis on the commitment of
the combined entity to provide leadership and programming outside the
DC area. You have a lot enthusiastic members outside of DC, and I know
they will be looking for reassurance that the consolidation will not lead to a
lessening of attention and focus on them.”
“It’s a great idea. This puts a capital ‘S’ on the word strategic. It gives
focus and avoids duplication. It capitalizes on the strength of each
organization. What took you so long? Encore to all of you for having
vision! Purpose prevails.”
“What a superb initiative. While working out all the issues will not be easy,
I am confident, in the end, that the collective memberships, our profession
and organizations we all serve will be greatly enriched by what you are
working to achieve. Excellent!”
“I think this is a wonderful and logical idea! In this day and age, the
sharing and merging of resources makes more sense than ever.”
“A very wise a prudent idea. Combining these entities will strengthen their
ability to serve members and the association community. The existence of
several entities just confuses the association community and it often looks
like these entities are in competition with one another for no good
“In today’s environment, I believe that this is a very futuristic and proactive
move to ensure not only the survival of the associations, but the growth of
them, especially as the role models that they must continue to be for the
rest of our industry.”
“I’m proud when organizations can put ego and power aside in a
collaborative effort to maximally serve their constituencies. It’s what we
associations have to do all the time.”
“Let me commend you on doing something so many other successful
organizations fear: looking outside of your own walls to do something that
potentially would benefit the members, which is why these organizations
exist in the first place!”
ASAE – CENTER MERGER WHITE PAPER 22
As expected, many stakeholders also had questions and concerns. Some of
these comments included:
“My initial reaction is VERY negative. This will further entrench the
impression that ASAE is a Beltway organization. Only one person on
JOLT is from outside the Greater Washington, DC area. DC execs will
have even more influence in the new organization. Evidence of this is the
location of the two informational meetings in the DC area. Why not an
outreach effort to the rest of the membership?”
“. . .My future participation will depend on how you shape the new
organizations. On the one hand, you could become more DC-centric, in
which case you will probably lose many of us from the rest of the country.
On the other hand, the efficiencies gained through the merger could free up
resources and help you focus on providing additional value to the rest of the
country. I will be following which option you choose with great interest.”
“My major concern, as one of the minority who resides outside the
Beltway, is that a merger with GWSAE will be mainly a boon to those
located in the Washington area. Please don’t forget about the ASAE
members who are carrying out association work elsewhere. As it is, a
number of ASAE’s educational and networking activities are out of bounds
“A concern: Will ASAE be disproportionately influenced by GWSAE
because of the geographic proximity? I can understand and respect the
financial imperatives behind this decision. However, as a local association
I already feel the magazine has too much vendor content. This dilutes a
major benefit of membership. Couple that with unintentional undue
influence by a convenient source of member attitude sampling –
Washington area associations – and you could suffer from ABS. .
.Acquired Beltway Syndrome.”
“Consolidation is the way to go. I only hope that non-Washington
associations, particularly those in the western United States, will get some
expanded education offerings.”
“It appears as though, to be a really involved member, one would have to
be resident in the Washington, DC area in order to get the most benefit
from membership. That is already an issue (and one being dealt with by
virtue of this proposal). It does not, however, address how ASAE will be
addressing the issues of ALL its association members.”
A series of Town Hall meetings across the country provided opportunities for
these individuals and other stakeholders to express their opinions to Graham and
Sarfati in person and ask questions about the proposal. These views, as well as
those regarding the culture of the organizations, played a major role in helping to
shape the final merger proposal.
ASAE – CENTER MERGER WHITE PAPER 23
Praise and Encouragement from the “Merger Community”
Some interesting responses came from executives who have guided their own
associations through mergers, are in the process of doing so, or are considering
this. They commended JOLT and the four organizations for putting egos aside
and having the courage to tackle change that was driven by market forces. They
all know how hard it is, yet they believe the end result is worth the journey. Some
“As a member of both ASAE and GWSAE, and the CEO of a recently merged
association, I fully support the consolidation plan. Thank you for your visionary
leadership. I know this process will not be easy, and I appreciate your hard work
to make it happen. Please know that at the end of the day you will have created a
unique institution that will be of great value to our community.”
“I am the managing director of [an association] which represents 7,000
independent [business owners] across the country and Canada. [It] is a division of
a 100-year-old organization of distributors in [our] industry. We are in the midst of
merging with another association into one corporate entity with different sections
for membership. The 36-month-long process has had its ups and downs and with a
20-member staff, we are anxious for its completion. We have had steering
committees and bylaw committees. We have had confusion and frustration. We
have members who are angry, reluctant, sad, and vulnerable. We have had tears
of excitement and fits of anger. Mostly over change. People have such a hard time
accepting marketplace changes, business and revenue models changing, and just
plain common sense. I want to applaud you for reaching out to me as a member
and asking me for my thoughts and voice. I feel connected to your journey. I
believe if the JOLT committee is recommending this consolidation, then I will be
supportive as I trust that people closer to the discussions are doing the right thing,
for the right reasons and are putting aside their differences through courageous
conversations. I hope you find support and clarity during this adventure. I hope you
gain insight and knowledge and I hope that when it is behind us all and we all have
one organization, that you are proud of your vision and dedication.”
“Our association, one of over 14 that claim to speak for laboratories in this
country, have been trying to achieve such an arrangement and every association
that we approach looks at us as if we are from outer space. Now, with the joining
of two such prestigious organizations, led by two of the most admired association
execs, we have a model to use as an example. What you have done is what
many associations will need to do in the coming years – or perish.”
“I believe consolidation is in the best interest of all the organizations. We may be
undergoing the same exercise ourselves in the future, so I fully understand the
dynamics of the experience which you are all about to undertake.”
ASAE – CENTER MERGER WHITE PAPER 24
“Five years ago I was involved in a consolidation of four associations into [one
association]. Our experience has been very positive. The membership has
indeed benefited from the consolidation and the synergies expected have been
“It makes sense. Associations are a reflection of the industry or profession they
represent, and for the past 10 years mergers of all kinds and shapes have taken
place in the non-association market. My own association is the product of
mergers with two other associations, one in 1991 and one in 1998. Members now
pay dues to one organization rather than three, and that is what they wanted.”
“Since mergers and consolidations aren’t new to my membership, I’m not
surprised by your actions. Taking the honorable steps towards saving the
organizations so that persons such as myself may continue to realize the many
high-quality benefits I’ve become accustomed to, is admirable. Your hard work is
appreciated. Possibly in the future you could have an educational program or an
article outlining how it all came together and the agreements between the
organizations. This could serve as a model for those associations that are
considering consolidation with other associations.”
“In 1996-97, I chaired the Michigan Society of Association Executives and its
merger of three organizations representing the profession in Michigan. It was
hard work and required an open mind with respect to looking beyond vested
interests and the significant histories and politics of those associations. We
phased the merger in over a three-year period, allowing the several entities a
reasonable time to make it work. It did work and I believe the current programs in
Michigan reflect this.”
“[Our association] is a product of two associations with history dating back to
1932 that merged together in 1975 to form one association. The boards of the
two associations realized that they were supporting the same industry with the
same members and programs. They became a lot stronger and were able to
provide more services and programs to their members once they joined forces.”
“We face this very same issue, in that so many specialized associations have
branched off from ours that it is becoming impossible for anyone to adequately
participate in more than one or two, let alone all of them. I think this is the wave
of the future and is the only way to survive. I applaud the various organizations’
leaders’ willingness to move beyond any ethnocentric feelings and face reality in
order to create a viable future.”
ASAE – CENTER MERGER WHITE PAPER 25
“Industry Partner” Considerations
Most associations are heavily dependent on support from their supplier
communities – companies that sell products and services to their primary
members. The associations involved in the merger commonly refer to these
suppliers as “Industry Partners.”
The four organizations involved in this merger were no exception. Revenue
from exhibits, advertising, sponsorships, contributions to capital campaigns,
supplier dues, and other sources was essential to fund association and
The economic downturn experienced by the association community in late
2001 and beyond illustrated just how important this revenue is to these
organizations. Faced with drops in advertising revenue and other Industry
Partner support, coupled with a drop in overall participation from association
members, ASAE and GWSAE were both forced to made significant budget cuts.
ASAE also laid off many staff. Both organizations handled the economic
downturn and emerged with financially healthy operations by FY 2004, when
merger discussions began.
A key concern upon approval of the merger concept was that Industry Partner
support would drop sharply on speculation that certain programs such as
magazines or trade shows would be eliminated. From the beginning, special e-
mail communications were crafted for Industry Partners, providing information
and updates on each major program that relied on their support. This information
was also featured in the “Frequently Asked Questions” section of the Better
Together Web site.
For example, ASAE published a monthly Association Management magazine,
and GWSAE published a monthly Executive Update magazine, both reaching
large segments of the association community. While each had a distinct style and
approach, they clearly had some overlap in the market. Industry Partners and
other stakeholders were told that both magazines would continue to be published
until at least July 2005 – one year into the merger. They were also told that the
future of the magazines after that date would be determined by a complete
evaluation of the needs of readers and advertisers and development of a
strategy. This succeeded in preventing any significant defections by advertisers.
Another major concern was Industry Partner support of Springtime™, a large
one-day trade show held by GWSAE that generated a significant portion of this
organization’s revenue. GWSAE was in the midst of selling booths for the show,
which was scheduled for May 2004 – before any final decision would be made on
the merger. Industry Partners were assured that Springtime would continue as a
major trade show in future years regardless of the outcome of the merger –
GWSAE made clear that since it was such a popular event it would surely
continue. Springtime proceeded to break all previous records for booth sales and
attendance in May 2004.
At the time the final merger announcement was made in late June 2004, no
programs had suffered a significant decline in Industry Partner support.
ASAE – CENTER MERGER WHITE PAPER 26
The merger process included detailed legal and financial due diligence
performed on behalf of the four organizations. Due diligence reports on the
Center for Association Leadership and GWSAE were prepared by the law firm
Shaw Pittman and the accounting firm Tate & Tryon on behalf of the ASAE and
the ASAE Foundation, and presented to the ASAE Board of Directors and the
ASAE Foundation Board of Directors on April 1 and April 6, 2004, respectively.
Due diligence reports on the American Society of Association Executives and the
ASAE Foundation were prepared by the law firm Venable, LLP and the
accounting firm Langan and Associates on behalf of GWSAE and the Center,
and presented to the GWSAE Board of Directors and the Center Board of
Trustees April 23-24, 2004.
Many areas were examined in these reports, including financial statements,
contracts, insurance coverage, tax liabilities, real estate investments, employee
benefit plans, and others.
An important part of due diligence was also conducted by staff, as they met with
their counterparts at the other organizations involved and worked together to
develop proposed budgets and programs of work that would be possible under
ASAE – CENTER MERGER WHITE PAPER 27
From the beginning, each of the organizations involved recognized that effective
staff integration and full communication about the process as it unfolded would
be essential for the merger to succeed.
Key senior staff members from all four organizations were involved early in
the process – helping to prepare the initial merger concept proposal for the four
boards of directors. Once the merger concept was approved and announced,
volunteer leaders and CEOs immediately held separate meetings with the staffs
of the organizations to brief them. These initial meetings focused on the positive
aspects of the proposed merger and the future potential to serve the association
profession in a better way. This was an important first step in keeping the entire
staff informed about the process as it unfolded.
Within two weeks after the merger concept approval announcement, the
senior staffs of all four organizations met for a full day to begin discussing how
they would share information and work together in the due diligence process that
lay ahead. They recognized from the outset that the bulk of the due diligence
work would fall on them as they prepared information for JOLT and the four
boards to review. The group included about 16 people, and was dubbed the Staff
Integration Steering Committee (ISC).
Center for Association Leadership Chief Operating Officer Scott Steen and
ASAE Foundation Executive Director Sarah Varner were named co-chairs of the
ISC. The collaborative working relationship immediately established by members
of the ISC helped them develop the following purpose and guiding principles for
their work together:
Purpose of the ISC
"To create a vision and a plan for moving forward together to better serve the
♦ Map out Integration of ASAE/Center functions consistent with conceptual
♦ Identify programs, opportunities and challenges in assigned areas and
♦ Identify gray areas and propose alternatives
♦ Help to create a new culture for the new organizations
♦ View the new world as if the old didn't exist
♦ Act as a single, unified team
♦ Participate with honesty and integrity
♦ Focus on what is in the best interest of the association community.
♦ Consider the ideal situation first without resource constraints.
♦ Reach out to others to get the best minds involved.
ASAE – CENTER MERGER WHITE PAPER 28
The ISC Process
Ten subcommittees were established to create a "statement of
purpose/charge" for each area that would define their focus of work. The
subcommittee areas included:
• Communications • Publications
• Education • Member Services
• Finance/Legal • Sponsorships
• Human Resources • Technology
• Meetings • Volunteers
The subcommittees began meeting on their own schedules and reporting
results back to the overall ISC approximately every two weeks. While significant
progress was made, it was apparent after a few weeks that an in-depth staff
retreat was required to develop a consensus on the overall goals and direction
for the merged organizations to lay a foundation for developing specific
structures and work plans for each area of the organization.
This retreat was held over a weekend in mid-March and was designed to
explore several issues, including the strengths and cultures of the four
organizations, staff hopes and goals for the merger, and the specific roles the
new Center and ASAE would play if the merger was approved.
As the retreat progressed, the staffs of all four organizations found that they
shared a common vision for the values and culture they sought to create. The
group found many of these values articulated in The Center for Association
Leadership strategic plan, which was developed in the months preceding the
The retreat was also an occasion for personal and professional bonding
among the senior staff. They told stories about their shared experiences with the
organizations involved, including the positives and negatives. They also
described their dreams, and their fears, about what the merged organizations
would be. Time for a few social activities helped build camaraderie.
Key outcomes of the retreat included drafts of the following: a core purpose,
description of the brand promise, enablers, workplace values, roles and
relationships for the two organizations, and potential goals and strategies. This
work provided a substantial underpinning for the work of the ISC.
The conclusions of the retreat were that ASAE and The Center should be:
• The principal resources for ideas, models and learning that advance
associations, association professionals, and association Industry
• A warm, vibrant, and welcoming community of professionals that inspires
those who interact with us to become actively engaged.
• The recognized leader in advancing, promoting and supporting the value
of voluntary organizations worldwide.
• The leading model of organizational excellence and execution within the
ASAE – CENTER MERGER WHITE PAPER 29
As the ISC achieved conceptual agreement on the key functions of ASAE and
The Center following the merger, staff also recognized the extensive overlap in
some key areas. Out of this realization, the ISC developed the concept of
“Shared Services,” which would create several departments that would service
both organizations in the areas of human resources, finance and administration,
information technology, marketing, public relations and communications,
meetings and expositions, strategy, and market research.
Because of the success of this retreat and its importance in defining the “big
picture,” staff agreed that this should have done at the very beginning of the
process after the merger concept had been announced. Nevertheless, it
succeeded in creating the framework needed to define the essence of what the
merged organizations would look like, which became an integral part of the final
presentations to the four boards, GWSAE members (who were required to vote
on the proposal), and the entire member/stakeholder community).
By mid-April, the ISC subcommittees completed Business Area Plans for
each of the 10 operational areas, which served as a basis for creating an overall
proposed workplan and budget for the merged organizations.
One area that proved challenging to plan before the merger was finalized was
education – the very core of what the merger was designed to address. Because
of the lead times required for booking hotel space and promoting events, ASAE
and The Center were forced to make commitments on some programs before the
merger was approved. If the merger had failed, these programs would have still
been conducted on a joint basis.
Overall Staff Role
Throughout the process, care was taken to inform the entire staffs of the four
organizations about how the due diligence was proceeding, including
opportunities for them to ask questions and voice concerns. Several formal and
informal meetings were held, including a few joint social activities. On the day of
the board votes on the final merger proposal, the entire staffs of the four
organizations were invited to a large joint meeting/social event immediately
following the vote to hear the results.
Ongoing Staff Integration
Graham and others noted many times during the process that the merger would
not be complete on Day One following formal approval – it would take months
and even years for all facets of the organizations to achieve full integration. Staff
would bear primary responsibility for implementing change as directed by the
boards of the two organizations.
Speaking only three months after the merger took effect, Kuhn observed,
“The most delightful thing I am seeing so far is that the entire staff is working
together so well. This happened very quickly – usually it takes a long time to
ASAE – CENTER MERGER WHITE PAPER 30
GWSAE Member Vote Campaign
The most challenging aspect of the merger was handling the dissolution of
GWSAE, a 76-year-old organization that had achieved its highest level of
success in the years leading up to the merger. GWSAE members and
stakeholders continually raised the issue of retaining the “GWSAE Culture,”
defined as an open, welcoming, and customer-focused culture that stimulated
innovation and creative thinking in an environment that people liked.
No one wanted that culture to disappear, yet the merger proposal called for
GWSAE to cease as a separately incorporated organization. Under the proposal,
the programs, services, and assets of GWSAE would be transferred into The
Center for Association Leadership, where they would continue to be offered
through an entity called the “GWSAE Network.” Since The Center was already a
subsidiary of GWSAE, and in fact already offered all the education programs that
GWSAE members attended, the proposal offered significant continuity in this
area. The Center staff also consisted of essentially the same individuals who
provided GWSAE services. GWSAE members also stood to benefit by no longer
paying dues to two organizations, GWSAE and ASAE – they would automatically
be part of the GWSAE Network by virtue of paying ASAE dues.
Everyone involved in the merger realized that the GWSAE member vote
would be the most important phase of the process. No matter what the boards of
the four organizations decided, it could all be nullified by a negative vote by
GWSAE voting members (consisting of association professionals members).
The vote was required to dissolve GWSAE and transfer its assets transferred
into The Center. ASAE members were not required to vote, since their
organization was not changing in any significant structural way. The Center and
the ASAE Foundation did not have members, so only board votes were required
for those organizations.
GWSAE took great care to gather input from GWSAE members throughout
the due diligence process, including four GWSAE Member Town Hall Meetings
(held in each major area of the Washington, DC region), e-mail communications
from GWSAE President & CEO Susan Sarfati, and other outreach programs.
Sarfati continually reinforced the GWSAE member voting process as
essential in approving the merger, saying on several occasions, “If the members
don’t want the merger, it can’t happen,” She trusted them to make the best
Many GWSAE members and stakeholders voiced their opinions about the
culture in no uncertain terms. Many drew a sharp contrast between the culture of
GWSAE and ASAE and feared that the larger national organization (ASAE)
would subsume the GWSAE culture.
Since the culture of The Center (as a subsidiary of GWSAE) was largely the
same as GWSAE, the final merger proposal included a provision to house the
GWSAE Network in The Center for at least two years.
Following board approval of the merger in late May, GWSAE provided 30
days’ notice to members of a special member vote to dissolve the organization
and transfer its assets to The Center. This notice was required by GWSAE
ASAE – CENTER MERGER WHITE PAPER 31
GWSAE then developed a “Get Out the Vote” campaign, designed to provide
members with the maximum opportunity to learn about the merger and cast their
vote. Campaign elements included:
• Three member briefings to share information and allow members to
• Series of e-mail reminders about voting
• Complete packet of information providing background on the merger and
• Telemarketing campaign by board members and staff to all GWSAE
voting members, offering an opportunity for them to ask questions and
encouraging them to vote
• Postcard reminder mailing about voting
The campaign was a team effort involving volunteer leaders and staff. At the
board meeting where they approved the merger, GWSAE Board members
emphasized their willingness to help with this effort, which they did through the
Recognizing that many voting members would not be able to attend the
member vote meeting, GWSAE established an absentee voting process that
allowed members to vote at any time up to one day before the voting member
To ensure the integrity of the voting process, GWSAE hired Survey and Ballot
Systems, Inc., an independent election services firm based in Eden Prairie,
Minnesota, to administer and tabulate the ballots.
About two weeks before the member vote meeting, one longtime GWSAE
member who opposed the merger sent a e-mail entitled “Vote NO on GWSAE
Merger” to all GWSAE voting members that contained a four-page letter
explaining why members should vote against the proposal. This came only a few
days after members had received their voting information and had begun
requesting absentee ballots and casting their votes. A version of this letter was
also published in USAE newspaper. Balestrero and Sarfati responded the next
day with an e-mail entitled “GWSAE Merger Questions Answered,” explaining
that the previous e-mail was not endorsed by GWSAE, answering questions
raised by the e-mail, and encouraging members to vote. ASAE Chairman-Elect
Tom Kuhn also responded with a letter to the editor in USAE refuting several
points in the member letter and stating his support for the merger.
In the end, GWSAE members provided a strong mandate for the merger. To
earn approval, two-thirds of the GWSAE voting members who cast votes had to
approve the proposal. Of approximately 1,650 members eligible to vote, 733
members voted either in person or by absentee ballot. Of those who voted, 78
percent voted in favor of the proposal, easily exceeding the required two-thirds
ASAE – CENTER MERGER WHITE PAPER 32
Key Factors in the Positive Member Vote
In summary, the following factors helped achieve a positive vote for the
merger by GWSAE members:
1. GWSAE had already undergone significant change in 2001 when The
Center for Association Leadership was launched. The success of this
entity, and the ability of the Center to seamlessly deliver the same culture
as GWSAE, was a good example of how a positive culture could endure in
the midst of change.
2. GWSAE members trusted GWSAE President & CEO Susan Sarfati, CAE,
implicitly. She spoke many times about how the organizations “heard the
message loud and clear” about preserving the culture, and her promise to
keep the culture was readily accepted by many members. Sarfati earned
this trust over a ten-year period of leading GWSAE, continually introducing
new programs and building the culture that members liked.
3. GWSAE members were given ample opportunity to voice their concerns
and ask questions at Town Hall Meetings, member briefings, and the
GWSAE vote meeting itself. Sarfati and ASAE President & CEO John H.
Graham IV, CAE, also invited direct feedback via e-mail and telephone,
along with a commitment to respond to questions and concerns.
4. A commitment was made to continue many of the programs, benefits, and
services of GWSAE in a new entity called the GWSAE Network, to be
housed for at least two years within The Center. This allowed the same
staff that supported the GWSAE culture to continue to be involved in
providing services to former GWSAE members and stakeholders, allaying
One GWSAE Board member who thought long and hard about the merger
captured the views of some people by saying, “I had a lot of ambivalence but I
feel very good today (the day he voted in favor of the merger as a Board
member). I really believe that the combination can be bigger and better than the
sum of its parts. There is a lot of angst locally about doing away with GWSAE.
People need to know there is still a home for them.”
ASAE – CENTER MERGER WHITE PAPER 33
JOLT recognized from the beginning that effective communications throughout
the process would be essential for the proposed merger to succeed. To develop
a communications plan and handle the communications program, the
organizations hired Association Vision, a communications firm led by Al Rickard,
CAE, who had previously worked at both GWSAE and ASAE, and who had also
been editor of one of the industry trade publications.
A full communications plan was in place before the January 15
announcement of the board approval of the merger concept. Plan objectives
• Clearly communicate how the proposed consolidation will add overall
value to what the four participating organizations now offer.
• Reinforce and enhance existing brand loyalties to the four organizations,
including setting the stage for establishing brand loyalties to new
organizations where necessary.
• Frame the discussion in a positive, future-oriented way and effectively
answer questions and concerns from stakeholders.
• Ensure that the overall perception of the proposed consolidation is a
positive one that will preserve existing membership participation and
Industry Partner financial support.
Several key audiences were identified, including:
• Board Members and other volunteer leaders (such as committees) of the
four proposed consolidation partner organizations
• ASAE Members
• GWSAE Members
• Center Circle Club Members (Associations)
• Employees of the four organizations
• Industry Partners
• Allied Society Leaders and Members
• Trade Press
• Policymakers/Government Officials
From the beginning, the goal was to provide as much information as possible
to all audiences and continue to provide periodic updates throughout the
process. A series of e-mail messages sent to all stakeholders under the joint
signatures of Graham and Sarfati provided several important updates. Many
members praised this process, saying they appreciated the updates and felt as
though they were well-informed as the merger proposal was considered.
To focus the messages and information provided to the media, Graham and
Sarfati served as the only official spokespersons. All volunteer members, staff,
and consultants involved in the merger discussions signed a confidentiality
agreement to prevent leaks of confidential information.
A Web site, entitled “Better Together,” was created immediately after the
merger concept approval announcement, including e-mails to members and
ASAE – CENTER MERGER WHITE PAPER 34
stakeholders, press releases, frequently-asked questions, and other information. A
link to the site was provided from the home pages of each of four organizations.
ASAE – CENTER MERGER WHITE PAPER 35
The communications effort included a series of Town Hall meetings across
the nation, where members and stakeholders could offer input and ask questions
about the proposed merger. These events reinforced the goal of gathering input
to help shape the final merger proposal.
While the initial approval of the merger concept in January 2004 made it
appear to some stakeholders that the merger was somehow a “done deal,” the
process of gathering stakeholder input through the Town Hall meetings helped
demonstrate that this was not the case. The feedback gathered through these
meetings, plus responses to e-mail messages, phone calls, and informal
conversations with stakeholders shaped the final merger proposal in significant
ways. For example, GWSAE members delivered the message loud and clear that
they wanted to retain the best features of their organization, which contributed to
the structure and program offerings of the GWSAE Network, the entity within the
merged organizations designed to serve their needs.
Many ASAE members spoke of the need to expand education program
offerings across the nation, which helped influence the scope of programs
developed in this area for the first year under the merged organizations.
The association and meetings industry trade press took a strong interest in
the proposed merger, and the regional business press also covered it. A wide
range of publications and Web newsletters covered the merger as it unfolded,
including the following publications:
Meetings & Conventions
Minneapolis-St. Paul Business Journal
Trade Show Executive
Washington Business Journal
ASAE – CENTER MERGER WHITE PAPER 36
Association Forum, an ASAE “allied society” in the Chicago area, received
many comments about the merger in its online “blog,” providing an opportunity
for many stakeholders to voice their opinions publicly. Views were expressed on
both sides of the issue.
JOLT held an initial press conference immediately following approval of the
merger concept by the four boards on January 15, 2004. The media viewed a
presentation that was shown to the four boards and received press releases and
other background on the proposed merger.
Throughout the process, the trade press was invited to participate in all public
meetings, and responses to media questions were provided as quickly as
possible. Press releases were issued following Town Hall meetings to ensure
that the media had full information about these events and the comments made
by members and stakeholders.
Much of the trade press coverage was balanced and fair, especially at the
beginning of the process. As the process unfolded, the media became a forum
for spirited discussion about the merger. Comments from many members and
stakeholders appeared in articles and letters to the editor. Some publications
conducted unscientific “polls” of members to try to gauge potential voting trends.
As the due diligence process unfolded, it became apparent that an organized
process to brand the new organizations if the merger was approved would be
extremely important. To facilitate this, the organizations hired PCI
Communications, a branding firm with previous experience in handling branding
in mergers. PCI conducted audience research, branding development, strategic
planning, and created presentations for the boards and key audiences.
ASAE – CENTER MERGER WHITE PAPER 37
Lessons from the Merger
Many valuable lessons can be learned from this merger. The process, while
not perfect, produced a highly positive result. Among the 80 board members of
the four organizations, all but one voted in favor of the merger. When it came
time for the GWSAE member vote, 78 percent approved the merger. By any
measure, this is a strong mandate for change.
But even if the merger hadn’t been approved, it could have been called a
success on several levels.
On June 30, 2004, just minutes before the results of the GWSAE member
vote were announced, GWSAE Chairman Greg Balestrero stood before a crowd
of more than 100 members and called the proposed merger a success. It wasn’t
because he knew the results of the upcoming vote – he didn’t – but because he
recognized that the process leading up to the final vote was the real success.
“The journey is more important than the destination,” he declared. “Whenever
you get members talking and debating about something for more than a year, it’s
At this final member vote meeting, Balestrero recounted the history of
discussions leading up to the merger and the reasons for proposing it.
His comments underscored how far the association community had come in
recent years. For more than 20 years, volunteer leaders and staff of ASAE and
GWSAE had talked about the potential for a closer relationship. At that moment,
that goal had already been achieved.
A negative vote on the merger would simply have created a different model –
less formal collaboration and partnerships would have replaced the defined
structure of the merged organizations. One joint education program had already
occurred before the merger vote (it was planned before the JOLT discussions
were even underway) and several more were already in place for the coming
year regardless of the merger vote.
Board members of the four organizations had met twice in joint meetings
(once to approve the merger concept and a second time to approve the final
merger) and found that they shared the same aspirations, dreams, values, and
goals. Many of these board members had also previously served on the boards
of the other organizations involved.
The same was true for the senior staff of the four organizations, who found
they had much more in common than they had imagined. They met as a group
numerous times and spent countless hours working with their counterparts
developing specific programs of work as part of the due diligence process.
Eventually, these organizations seemed destined to merge – the only
question was, “When?” It turned out that the answer to that question in 2004 was
ASAE – CENTER MERGER WHITE PAPER 38
No two mergers are the same, especially in the association arena. But many
lessons emerged from this merger that could be applied to other association
• Focus on the industry or profession, not the organizations. The
impetus for this merger came from a group of leaders and staff setting
aside organizational issues and focusing on what was best for the
association profession. Once agreement was reached on that, the mission
became clear and the best organizational structure to serve the profession
was developed in relatively short order.
• Establish trust. Negotiations are built on trust, and a high level of trust
among the players must exist for a merger to succeed.
• Be comfortable with ambiguity. It’s a natural tendency to try to deal with
every potential scenario and possibility during merger negotiations, but it’s
a nearly impossible task. Negotiators must be comfortable with some level
of ambiguity, and trust that future leaders will deal with issues and
• Leave egos at the door. No merger can succeed if egos are getting in
the way. All negotiators and key executives must be comfortable with
change not wedded to considerations driven by personal concerns.
Otherwise, the process is doomed to failure. One of the main reasons this
merger went through is that no one on JOLT or the senior staff tried to
impose their ego on the process.
• Negotiate in good faith. All negotiations must be carried out with the
intent to follow through and remain consistent on major items of
discussion. It also helps to remain calm and collegial throughout, no
matter how difficult the decisions become.
• Respect tradition. Even though tradition will be one of the casualties of
any merger, it’s important to respect it. Consider the views of all members
and stakeholders and craft the merger in a way that retains what’s
positive. In this merger, the GWSAE brand and culture was critical to large
numbers of members, so the GWSAE name was retained in a revamped
“GWSAE Network” that had a different corporate structure but preserved
what was important to members.
• Find the common cultural ground. After numerous members and
stakeholders emphasized the cultural differences among the
organizations, it would have been easy to dwell on these and make them
a barrier to progress. Instead, volunteer leaders and staff focused on
finding the positive cultural values they shared and built on them. The
more they talked, the more they found agreement on broad values, goals,
and the definition of customer service.
ASAE – CENTER MERGER WHITE PAPER 39
• Seize the day! This merger began with immediate approval of the merger
concept by the four boards. No information about the proposed merger
was given out before that day. This preserved confidentiality and allowed
board members to focus on approval of the concept without the process
being tainted by public speculation in advance of the vote. Asking for
approval of only the concept left Board members with plenty of room for
further deliberation before being asked to approve the final merger.
• Set a reasonable timeframe for approval. Merger deliberations can last
indefinitely if the process is not defined by a specific timeframe. Allow
adequate time for gathering feedback and conducting due diligence, but
keep it to a minimum. This forces all parties to focus on the critical issues
and make a decision. Once the concept was developed and approved,
this merger was completed in less than six months.
• Negotiate the major items first. Once negotiations begin in earnest,
focus on the major items first when energy and commitment are highest
and negotiators are not jaded by weeks of discussion. If any of these
prove to be deal-breakers, it’s better to know right away before extensive
resources are devoted to a potentially losing cause.
• Don’t assume anything. A natural tendency in merger negotiations is to
avoid a tough discussion about a sensitive point, with the parties leaving
the table with different assumptions. Avoid ambiguity at all costs, so
unpleasant deal-breakers don’t emerge at the 11th hour. You can’t run
what-if scenarios on everything, but for the major items it’s crucial.
• Engage a facilitator for difficult discussions. When faced with myriad
issues involving a merger, it’s easy for a negotiating team or a board to
veer off in many directions. Discussion can drift toward small issues while
major items remain unresolved. Since the elected chairman and the staff
CEO are actively engaged in these discussions, it’s hard for them to step
back and refocus to stay on task. Hire a skilled outside facilitator and brief
them on the major agenda items. Stick to the agenda to ensure results.
• Hire outside expertise as needed. We consulted with outside experts in
mergers, governance, communications, and branding. The expertise of
your lawyers and accountants are also critical.
• Don’t eat the elephant in one bite. The old riddle goes like this:
“Question: How do you eat an elephant? Answer: One bite at a time.” This
is especially true with mergers, which can be extremely complex. Even
though the merger officially took effect on July 1, 2004, leaders repeatedly
emphasized that the full execution of the merger would take months, even
years. It isn’t possible – or desirable – to force a sea change of culture and
operations on an organization overnight.
• Create mechanisms to facilitate the transition. Just as an entire merger
cannot be implemented immediately, certain structural elements – such
the final board makeup – cannot always be finalized right away. This
merger provided for a two-year transition board that allowed key leaders
from both organizations to participate in governance in the early years,
with the final board structure to be finalized after two years.
ASAE – CENTER MERGER WHITE PAPER 40
• Explain why you’re merging. The impetus for a merger can be complex,
and nearly everyone is conditioned to think that one or more of the
merging organizations must be in financial distress. With this merger, all
four organizations were financially sound, and the reasons for merging
dealt with what was best for the profession – focusing organizational
resources on the members and stakeholders, on better programs instead
of competition, eliminating confusion in the marketplace, etc. But one of
the most difficult parts of the process was convincing people that finances
were not the driver.
• Identify the value proposition. The value proposition is only one step
removed from explaining why organizations are merging. The value
proposition must be stated in the language of the member or stakeholder
– how will it benefit them specifically? In this merger, answers included
lower dues, better programs, more benefits, programs closer to home, and
focused market to reach customers, depending on the stakeholders.
• Communicate early and often with all stakeholders. Information about
this merger was communicated rapidly with everyone, even in the
absence of details about the process. Instead, the big-picture concept of
what the merger could do for the profession dominated early
communications. Later communications provided updates on the process
as details were finalized. Accept the fact that some stakeholders will feel
they received too much information, others will see the level of
communication as just right, and others will feel they did not receive
• Speak with one voice. Determine at the outset who will speak for the
organizations during the merger process. If this is two people, make sure
they communicate regularly and say the same thing on all major issues.
Any difference in statements, even subtle ones, will quickly be exploited
by naysayers and the trade press.
• Provide information to the trade press. When a big story like a
proposed merger breaks, the trade press immediately takes a strong
interest. In addition to publishing information you provide, they will call
board members, interview association members, conduct for/against polls,
and speculate about the future. In the midst of negotiations and due
diligence it is difficult to provide a steady stream of facts and information,
but in the absence of information the press will search out news, which
may not result in accurate or favorable coverage.
• Sell the final decision. Once a merger agreement is reached, sell it
aggressively to members and stakeholders. Volunteer leaders and staff
should be equally committed to the change – otherwise, why should
members support it? They want to know that the merger is absolutely the
right decision before supporting it with their vote (if required), membership
dues, time, energy, and participation. In this merger, board members
asked how they could help sell the decision to members who would cast
the final vote, and a telemarketing campaign was launched that allowed
them to communicate one-on-one with their peers.
ASAE – CENTER MERGER WHITE PAPER 41
• Provide ways to gather feedback. From the earliest communications, an
easy mechanism was provided to gather input via e-mail (by replying to
the initial e-mail messages), which quickly generated hundreds of
comments. It allowed people to express their opinions and provided
leaders with a good feel for the level of support for the concept. A series of
Town Hall Meetings and other briefings provided more opportunities for
stakeholders to ask questions and provide feedback in group settings both
live and via audio conference.
• Be transparent. From the beginning, the organizations involved in this
merger pledged a “transparent process” for all their communications. The
process lived up to that, providing all the information possible without
compromising ongoing negotiations and due diligence.
Staff Consideration Lessons
• Update and engage staff in the process. This merger was marked by
the early and enthusiastic participation of both staff CEOs and their senior
staff and regular updates to all staff. By engaging them in the process, the
merger was actually driven by staff collaboration instead of being held
back by staff fears of job insecurity and other issues.
• Be sensitive to staff. Any merger will create staff issues as positions are
merged, eliminated, or restructured. This merger was easier than many
because ASAE was understaffed at the time of the merger, eliminating the
need for layoffs. However, not all staff will be happy with the changes, and
it’s important to keep your team intact and morale high. Listen to their
concerns and handle them as humanely as possible. If staff must be
eliminated, do it quickly to avoid ongoing anxiety and provide generous
Appendix A: JOLT Member List
Appendix B: Merger Proposal Report and Recommendations
ASAE – CENTER MERGER WHITE PAPER 42
Joint Leadership Team
The Joint Leadership Team (JOLT) included key leaders from the American
Society of Association Executives (ASAE), the Greater Washington Society of
Association Executives (GWSAE), the ASAE Foundation, and The Center for
Association Leadership. Their volunteer leadership titles (as of the 2003-04
program year) and professional titles are shown.
Project Management Institute
Newtown Square, PA
Barbara Belmont, CAE
School Nutrition Association
Red Cavaney, CAE
Past Chairman, ASAE
President and CEO
American Petroleum Institute
John H. Graham, IV, CAE
President and CEO
Richard B. Green
Chairman, ASAE Foundation
Vice President, Industry Relations & Association Sales Marriott International Inc.
William E. Kelley, CAE
Immediate Past Chair, GWSAE
National Director and CEO
Congressional Award Foundation
Thomas R. Kuhn, CAE
Edison Electric Institute
ASAE – CENTER MERGER WHITE PAPER 43
Peter J. Moran
Secretary/Treasurer, GWSAE & The Center for Association Leadership
Executive Vice President & CEO
Society of American Florists
Ralph J. Nappi, CAE
American Machine Tool Distributors’ Association
Chair-Elect, ASAE Foundation
Deputy Executive Vice President
American Academy of Ophthalmology
San Francisco, CA
David N. Ryder
Chairman, The Center for Association Leadership
Senior Vice President
Susan Sarfati, CAE
President and CEO
GWSAE and The Center for Association Leadership
ASAE – CENTER MERGER WHITE PAPER 44
Merger Proposal Report & Recommendations
American Society of Association Executives
Greater Washington Society of Association Executives
The Center for Association Leadership
1. Proposal Summary The boards of directors of the American Society of
Association Executives, the Greater Washington Society of
Association Executives, the ASAE Foundation and The
Center for Association Leadership propose to combine the
strengths, assets, and influence of four of the largest and most
influential organizations serving the association community
into two interdependent organizations: the American Society
of Association Executives (ASAE) and The Center for
Association Leadership (the Center). This contemplated
transaction is entirely contingent upon the approval of each
organization’s board of directors and the approval of the
GWSAE voting membership.
This proposal is based on the assumptions that: the principal
objective of each of these entities is to enhance the
effectiveness and influence of associations and association
professionals in society; the association community deserves
the strongest organizations possible advancing their cause
and serving their needs; and collaboration is the most
effective means to achieving these desired ends.
2. Organizational Roles The American Society of Association Executives will be the
principal membership organization for and voice of the
association profession. ASAE will be responsible for
membership, member services, recognition programs,
industry promotion, external communications and advocacy,
certification, community building, and creating a marketplace
for association professionals and association business
The Center for Association Leadership will be the primary
learning and knowledge source for the association
community. The Center will be responsible for education
programs and events, future-focused and strategic research,
knowledge resources for associations and association
professionals, learning communities, and identifying and
ASAE – CENTER MERGER WHITE PAPER 45
showcasing new ideas, thought-leaders, and knowledge
relevant to association management and leadership.
Shared Services. The new ASAE and Center structure will
realize additional efficiencies by sharing a variety of
administrative and support services, as well as the
management of the four joint governance committees –
nominating, audit, planning, and finance. Shared service
functions will include human resources, finance and
administration, information technology, marketing, public
relations and communications, meetings and expositions,
strategy, and market research.
3. Value Proposition United by a common vision, the new ASAE and Center will
provide the association community with the leadership and
tools needed to ensure that associations become a defining
force in shaping the 21st century.
By creating a single hub for the profession, the merger means
a significantly higher level of service to the association
community. It blends the best of the four predecessor
organizations to meet the growing and changing needs of the
Members and business partners will benefit from a strong,
unified voice for the profession, and be able to take
advantage of a comprehensive, global source for learning and
4. Immediate Benefits The merger will result in immediate and tangible benefits for
the stakeholders of all four predecessor organizations.
ASAE members will benefit from access to the high-quality
education, content, resources and innovative approach of The
Center for Association Leadership.
GWSAE members will benefit by receiving all of the
networking and personal service currently provided by
GWSAE and the vast offerings and resources of ASAE and
the new Center, all for one reasonable membership price.
ASAE Foundation stakeholders will benefit because the
strong research agenda of the current foundation will be
preserved and expanded while adding a host of new channels
to support translation and application of the research
throughout the association community.
ASAE – CENTER MERGER WHITE PAPER 46
Center for Association Leadership stakeholders will benefit
because the forward-thinking and risk-taking culture of the
Center will be preserved, while providing access to an even
wider range of professional development opportunities,
research, and resources.
Additional benefits include:
• Ending divided loyalties and competition for the time and
resources of members and volunteers.
• Harnessing the combined volunteer & staff talent of
ASAE and GWSAE for a common purpose.
• Combining the strength of the four organizations’
business partner relationships and related financial
• Reducing confusion in the marketplace by providing a
single, comprehensive hub for the needs of the
• Satisfying the interests of the business partner community
for ASAE and GWSAE to collaborate and provide the
largest and most comprehensive association marketplace.
• Eliminating unbeneficial redundancies in programming
and product offerings.
• Achieving greater operating efficiencies by consolidating
areas like finance and administration, technology,
meeting services, marketing and human resources.
5. Mission & Brand Promise ASAE and the new Center will engage in a collaborative
process to develop a shared vision and mission as part of a
joint strategic planning process. Current GWSAE, Center,
ASAE and ASAE Foundation values will be fundamental to
the shared values of ASAE and the Center.
The new ASAE and Center promise to be:
• The principal resources for ideas, models and learning
that advance association, association professionals, and
association business partners.
• A vibrant, stimulating and welcoming community of
professionals that inspires those who interact with us to
become actively engaged.
• The recognized leader in advancing, promoting and
supporting the value of voluntary organizations
• The leading model of organizational excellence and
execution within the association profession.
ASAE – CENTER MERGER WHITE PAPER 47
6. Organizational Culture All four organizations have rich traditions and cultures. The
volunteer and staff leadership teams are committed to
developing structures and practices that build on the best of
these existing cultures, while evolving a new unified culture
for ASAE and the Center. We have begun laying the
groundwork for a new shared organizational culture by:
• Achieving consensus among the senior staff teams on the
elements of the brand promise and the organizational
• Creating an integrated staff values team.
• Proposing a volunteer structure and plan that encourages
broad participation and creates diverse volunteer
• Proposing a staff structure that co-mingles staff from
ASAE, GWSAE, the ASAE Foundation and the Center
throughout all levels of the new entities.
• Creating a plan for an integrated human resources
function that supports the desired culture goals.
Elements of the proposed organizational culture include:
• A Focus on People: We will create a friendly, open,
inclusive, collaborative and respectful community of
stakeholders in which all may participate and have a
• Embodying a Spirit of Discovery: We will embrace new
thinking, take risks, pursue innovation, and actively seek
a variety of perspectives from inside and outside the
• Engaging and Delighting Stakeholders: We will engage
and delight those we serve and those who contribute to
• A Commitment to the Public Good: We will act in and
advocate for ways that benefit those we serve and the
broader good, within the context and scope of our core
7. Governance Structure ASAE and the Center will be interdependent entities with
independent fiduciaries, with joint planning, nominating,
audit and finance committees. Details of the Governance
structure are as follows:
The Center Transition Board of Directors
ASAE – CENTER MERGER WHITE PAPER 48
The new Center shall have an initial two-year transition
board with all of the board members staying the same during
the transition, but with the officers rotating amongst the
board members. The transition board will:
• Be comprised of 18-24 members, with half being
appointed by GWSAE and the current Center and half
being appointed by ASAE and ASAE Foundation.
• Have a chair appointed by GWSAE and the Center and a
chair-elect appointed by ASAE and the ASAE
• Establish a permanent board structure, bylaws and
The Center for Association Leadership Board of Directors
The permanent Center board of directors will:
• Consist of a chair, chair-elect, and secretary/treasurer, as
well as 11-15 members, including the ASAE chair-elect,
the ASAE president & CEO (ex officio, non-voting
member) and the Center president & CEO (ex officio,
• Officers and directors will be nominated by the joint
ASAE/Center nominating committee and elected by the
sitting members of the Center Board of Directors.
ASAE Board of Directors
The ASAE board will remain largely unchanged with the
• The chair of the new Center for Association Leadership
will serve as a member of the executive committee and
voting director of the ASAE board.
• The chair-elect of the Center will serve as a voting
director of the ASAE board.
• The Center president & CEO will serve as an ex officio,
non-voting member of the ASAE board.
ASAE – CENTER MERGER WHITE PAPER 49
Joint ASAE and Center Standing Committees
ASAE and the Center will share joint nominating, planning,
audit and finance committees.
• The ASAE chair-elect will appoint half of the members
for each of the joint standing committees with the Center
chair-elect appointing the other half.
• Chairs for the joint standing committees will be
appointed jointly by the ASAE chair-elect and the Center
• The chair of the nominating committee will alternate
between the immediate past chair of ASAE and Center.
• The Finance Committee will include both the
secretary/treasurer of ASAE and the secretary/treasurer of
the new Center (separate positions), as well as members
from both Boards.
8. Servicing All Regions While the merger will significantly affect association
professionals and business partners in the greater Washington
region, it will also allow ASAE and The Center to provide
greater levels of service and access to ASAE members in all
regions of the country, as well as globally. Under the
proposed plan, this will be evidenced by:
• Increased numbers of educational programs, activities
and events offered at locations outside the Washington
• Increased numbers of online and telephonic learning
• Total access by ASAE members to the thousands of
online resources, case studies, articles, and best practice
models and samples of The Center for Association
9. The Greater Washington
Association Community The Greater Washington region is home to the largest
concentration of associations and association professionals in
the world. Currently, the Greater Washington Society of
Association Executives provides a host of services to this
community as well as a professional home with a distinctive
culture and service approach that has engendered strong
loyalty and resulted in significant growth over the last
With the dissolution of GWSAE as a legal entity, ensuring
that the needs of the greater Washington association
community are met in a way that is consistent with the values
ASAE – CENTER MERGER WHITE PAPER 50
and spirit of GWSAE is of paramount concern. This will be
achieved in a number of ways, including
• Conversion of GWSAE members to ASAE members.
Current GWSAE members will be converted to ASAE
members at no additional charge through the balance of
their term of membership. GWSAE members whose
membership expires between the effective date of merger
and August 2004 will be allowed to renew their
membership with ASAE at the lower GWSAE rate until
August 31, 2004. Those who hold memberships in both
GWSAE and ASAE at the time of merger will have the
months remaining in their GWSAE membership added to
the term of their ASAE membership.
• Creation of the GWSAEnetwork. The GWSAEnetwork,
a value-added benefits program and networking
community, will be open to all ASAE members in the
Washington region. The new GWSAEnetwork shall be
housed under the Center and managed by Center staff for
at least two years.
• Key benefits and features of the GWSAEnetwork include:
Ongoing networking activities held throughout the
region (DC, MD, VA).
Open-enrollment volunteer opportunities that provide
a host of forums to contribute to advancing the
profession, and to network with and learn from peers.
Specific opportunities will be designed for those
interested in: membership; planning Network
activities and events; Network communications
issues; CEO interests; emerging leaders; career
development; CAE development; regional association
business partner issues; and regional government
Communities of practice/special interest groups for a
variety of functional areas related to the practice of
A web presence linked to the ASAE and Center
Annual celebration and awards programs including
The Mix Holiday Party and an awards luncheon to
recognize the best and brightest in the region.
A membership directory.
ASAE – CENTER MERGER WHITE PAPER 51
The GWSAEnetwork DC Invitational Golf
Sponsorship opportunities for regional business
A Leadership Advisory Council to provide regional
association community leaders with the opportunity
to participate in shaping the direction of the
No additional fee to belong to the GWSAEnetwork
for ASAE members in the greater Washington region
for two years.
A dedicated staff of two to three people reporting to a
senior staff position (held by an incumbent with
significant GWSAE experience).
10. Volunteer Opportunities From board service to section councils to standing
committees and task forces to ad hoc opportunities, ASAE
and the Center will offer various levels of volunteer
engagement and experiences to allow members to
participate in the way they choose. The proposed volunteer
structure will be open and inclusive to all members – locally
and nationally, fostering collaboration and participation
among all volunteers in the ASAE, Center and
The expectations and charges of each volunteer group will be
clearly defined, assuring that prospective volunteers can
identify a volunteer opportunity that is of interest to them.
Formal experiences will range from hands-on work to
advisory roles to governance responsibilities. Additional
opportunities will be developed that allow members to make
short-term commitments to the organizations.
For example, the Center will rely on advisory councils to
guide the development of new learning initiatives, and will
depend upon working task forces to guide the development
of strategic research projects. ASAE’s section councils will
bring the perspective of section members to ASAE’s
planning and programming activities, while the A*PAC
Committee will actively raise funds for the society’s Political
11. Executive Leadership John Graham will continue to serve as the president & CEO
of the American Society of Association Executives and
Susan Sarfati will retain the role of the president & CEO of
The Center for Association Leadership.
ASAE – CENTER MERGER WHITE PAPER 52
The roles and relationships of the president & CEO of ASAE
will remain largely the same. The roles and relationships of
the Center president & CEO will change in the following
• The Center president & CEO will report to the president
and CEO of ASAE and will be accountable to the new
Center for Association Leadership Board of Directors.
The hiring and firing of the Center president & CEO will
be a joint decision of the Center Board and the ASAE
president & CEO, with each having veto power over the
other’s intended decision. The incumbent will have an
employment contract with ASAE that will be finalized
before the merger is voted upon by the four boards.
• The hiring, management, supervision, compensation and
termination of all Center “staff” (those ASAE employees
assigned full-time to staff The Center’s operations) will
be the responsibility of the Center president & CEO,
consistent with ASAE’s human resources policies and the
authority of the ASAE president & CEO.
• The incumbent will serve as the Executive Vice President
of ASAE, which will be the second highest staff position
at ASAE and shall report to the ASAE president & CEO.
As executive vice president of ASAE, this position will
have appropriate responsibilities as an association
number two staff person would typically be charged with.
• All shared services/employees in the meetings and
expositions will report to the president and CEO of the
Center. The president and CEO of the Center will also be
charged with appropriate supervision and management of
other shared services/employees as relevant to Center
12. Staffing ASAE will provide staffing and management services to The
Center via a written affiliation agreement between ASAE and
The Center. All staff of the new Center will be ASAE
employees. This consolidated staffing structure will provide
long-term efficiencies in human resource administration and
A staffing plan identifying initial employees will be prepared
and agreed upon prior to the board votes on May 25, 2004. A
salary administration process with fair and equitable salary
ASAE – CENTER MERGER WHITE PAPER 53
and benefits for all employees shall be established and agreed
upon by the ASAE CEO, in consultation with the Center
CEO, and will include a timeline with an end date for
implementation no later than January 1, 2006 for all
employees and, for current senior employees, no later than
July 1, 2005.
13. Membership ASAE must establish and promote a new, balanced value
proposition for both the national and Greater Washington
markets. This will improve the overall perception of ASAE’s
value, increase membership and participation, and increase
penetration and effectiveness in both markets.
As a national organization, ASAE must build on its strength
as a diverse, global community of association executives
who seek to establish association management as a true
profession, and along with business partner members,
collectively have a positive influence on society as a whole.
Exceeding member expectations means that ASAE must
deliver a more customized member experience, including;
accessibility to professional development and networking
opportunities; ease of involvement in volunteer leadership
structure; and overall affordability.
ASAE business partners will view a direct relationship with
ASAE as a business imperative, perceiving high value and
return in membership, participation and support. ASAE will
be regarded as the most comprehensive vehicle, both
nationally and regionally, to conduct business within the
Individuals in the Greater Washington region will receive the
added benefit of access to the GWSAEnetwork (see section
9). Membership categories will be analyzed to ensure that all
member segments receive appropriate treatment, including
business partners, consultants, teachers, students, and
14. ASAE Offerings & Initiatives As the premier membership organization for association
professionals and business partners, the voice of associations
and the association management profession, ASAE will focus
staff and volunteer energies to achieve its core purpose: to
advance the value of voluntary associations to society and to
support the professionalism of the individuals who lead them.
ASAE – CENTER MERGER WHITE PAPER 54
14.1 Advocacy & Government
Relations ASAE has long been known for its effectiveness in
advocating for voluntary organizations on a national level.
GWSAE has also had a committee focusing on public policy
issues of interest to the greater Washington association
In the merged organization, the association community will
have a unified voice on all public policy matters. On issues
related to the greater Washington region, ASAE public policy
staff will work with a committee of regional volunteers under
the GWSAEnetwork banner.
14.2 Credentialing ASAE credentialing programs will continue to be key
components in fostering professionalism in the association
industry. The consolidation will provide additional resources
and expertise in support of ASAE's credentialing programs.
Through the Center, CAE preparation courses will serve
member needs within the beltway, and provide models for
programs in other locations where there is suitable demand.
Through the GWSAEnetwork, CAE reunion events will
continue as models for other communities, enhancing the
sense of community among CAEs.
14.3 Publications GWSAE and ASAE currently produce two strong monthly
magazines. The magazines are differentiated more by
editorial position (including such elements as tone, approach,
depth, and authorship) than by topic. ASAE and the Center
are committed to publishing both magazines through fiscal
During FY05, the staffs of both magazines will evaluate
market needs and consider a variety of options to meet
member needs in this area, maximize revenue, and realize
greater efficiencies. These options may include creating a
single flagship magazine that blends the distinctive strengths
and styles of Association Management and Executive Update
or repositioning one or both magazines to best meet the needs
of the entire association community.
Other Key Publications
While the national magazine would be the initial priority,
numerous opportunities exist to sharpen or create additional
products that are either linked to the magazine or play a role
in the broader publishing picture. Among those are:
ASAE – CENTER MERGER WHITE PAPER 55
newsletters and other periodicals (e.g., Association
Management’s current Leadership Issue for volunteer
leaders) targeting specialized needs;
background kits that leverage magazine content (e.g.,
“best of” kits) and other content to meet
purchasers’/subscribers’ needs for on-demand,
comprehensive information resources in a specific area;
books, research publications, and resale titles;
and content syndication for allied and other
14.4 Membership Sections ASAE’s 13 sections provide a forum for sharing information
among special interest groups and provide opportunities for
involvement and leadership through the section councils and
their subcommittees. As ASAE members, former GWSAE
members will be able to join any (or all) of these sections,
participate in the active listserver discussions to learn from
colleagues around the country, receive section newsletters
with specialty-specific information, and participate in
14.5 Awards & Recognition ASAE will continue to recognize individual achievement and
contributions to the profession through the Key Award, the
Academy of Leaders Award, and the Fellows designation.
ASAE will continue to recognize the contributions that
associations make to society through the Associations
Advance America (AAA) and the Associations Make a
Better World awards. Six of the most outstanding AAA
award recipients are also given the Summit Award. These
awards are presented annually at the gala Summit Awards
Dinner held in Washington DC at the National Building
14.6 Career Services Because both ASAE and GWSAE utilize Boxwood
Technology to power their career centers, and because both
offer the same range of services, all members will benefit
from the consolidation of GWSAE’s CareerSmart job bank
into ASAE’s Career Headquarters. Both employers and job
seekers will benefit from the expanded exposure. Employers
will have a larger pool of job seekers from which to choose,
and job seekers will have access to more jobs. ASAE is
currently working to consolidate more allied societies’ job
centers into ASAE Headquarters to give association
executives access to a national database.
ASAE – CENTER MERGER WHITE PAPER 56
14.7 Allied Society Relations ASAE will continue to explore formal relationships with
allied societies to identify opportunities for collaboration
with them and other organizations serving association
executives around the world.
15. Center Offerings & Initiatives The new Center for Association Leadership brings
together all of the knowledge creation and dissemination
capabilities of ASAE and the current Center. The result is a
global hub for ideas, knowledge and learning for the
profession and considerably enhanced value for ASAE
members. In the new model, all content activities will be
anchored by an integrated knowledge system. A learning and
knowledge cross-functional team will bring the key players
from each of these areas together to share ideas, learn
together, collaborate on projects, and break down traditional
The new Center will receive funding sources from current
Center and GWSAE sources, including Springtime, Executive
Update advertising revenue, education registration fees,
sponsorships, the current ASAE Foundation endowment (for
strategic and future-focused research), and fundraising
programs and special events, as well as additional funding
from ASAE for providing a host of benefits to ASAE
members and services to ASAE, including education
programs and professional resources.
Key offerings and activities of the new Center are described
15.1 Learning Initiatives The combining of ASAE’s professional development
activities with The Center for Association Leadership’s
learning programs is one of the strongest advantages of the
merger proposal. ASAE brings a long history as the leader in
major event-based education programs, including the ASAE
annual meeting, the single largest education event for the
association community. The Center adds significant
innovation and expertise in developing content and formats
for smaller programs, built around a sophisticated approach
to adult learning. With the merger, the new Center will have
unparalleled market reach and program development and
Major Goals for Center Learning Initiatives:
ASAE – CENTER MERGER WHITE PAPER 57
• Becoming the principal resource for learning for the
entire association community by creating a consistent,
high-quality branded learning experience for all
• Developing a slate of learning programs that addresses
the needs of entry level, mid-level, and senior level
association professionals, volunteers, and business
partners. Offerings will be local, national, and global and
will focus on enhancing personal as well as
• Integrating content from all knowledge creation functions
of the Center – including research, the Journal of
Association Leadership, the Center Visionaries Program
and the Association Knowledge Center – and developing
special programs as needed to support this work.
• Developing model learning communities that create clear
value for members and result in the long-term growth of
ASAE and the Center.
• Positioning the Center as a leader in promoting and
nurturing continuous learning through a system of
learning communities. These communities will
collaborate to 1) develop effective practices and new
ideas in association management and leadership and 2)
encourage the sharing of information, best practices,
wisdom and resources among community members.
Framework: Learning programs will focus on three major
content areas: association management; leadership
development at all levels; and innovation. It will include
opportunities to engage with and learn from association
professionals and experts from outside the association field.
The Center’s community building effort will focus on three
types of learning communities: 1) continuous learning around
specific areas of association management practice
(membership development and retention); 2) knowledge
creation around broad knowledge domains of association
management and leadership (governance); and 3) creation of
breakthrough ideas, knowledge and practices that create new
value for the association community.
Experience: The learning experience will be known for its
quality, relevance, flawless execution, innovation, interaction
and engagement, community building, high touch – even if it
is through distance learning--and evaluation follow up.
ASAE – CENTER MERGER WHITE PAPER 58
Future: Within two to three years of the merger, members
and customers will experience a variety of new learning
enhancements, including: personal and organizational
assessments in knowledge/skill levels and preferred learning
style; learning advisers to help develop personalized learning
plans; technology to aid in tracking individual progress; and
new certificate programs that encourage participants to make
a longer-term commitment to their professional growth.
15.2 Strategic Research The research agenda of the ASAE Foundation will be a
central component of the new Center, providing empirically
based information about future trends and answers to critical
strategic questions. Funded primarily by earnings from the
Partners for the Future Endowment, the research agenda will
be set by a Research Committee, working with staff, and
approved by the Center Board of Directors. Each research
project, as appropriate, will have a volunteer task force to
work with staff in guiding the project to ensure maximum
applicability in the daily lives of association executives. The
Center will retain copyright and ASAE will continue to
publish these products. The principal from the ASAE
Foundation Endowment Fund will be protected, with 5-7% of
the principal used for research each year based on a three-
year rolling average.
The current research agenda includes:
• Environmental Scan – the last major scan was published
in August 2001. The long-term implications of the 9-11
attacks and corporate financial scandals are now more
evident, making this an appropriate time to re-examine
the horizon for additional trends that may impact the
• Measures of Success – under the tutelage of best-selling
author Jim Collins, this research project is using his
methodology to examine factors that differentiate
organizations that consistently excel compared to those
that are merely good.
• Economic Indicators – in response to requests from the
associate member community, this project is designed to
develop a set of indicators and models to help the
suppliers better understand the needs and trends in
association decision making processes. The indicators
will help suppliers field responsive products and more
effectively market products and services to association
ASAE – CENTER MERGER WHITE PAPER 59
The juxtaposition of this significant research agenda with the
ability to disseminate through the learning initiatives and the
Association Knowledge Center provides a compelling reason
15.3 Assn. Knowledge Center The combination of ASAE’s Information Central and CEO
Central with the Center’s knowledge resources and libraries
also provide tremendous synergies, creating the largest
collection of resources for the association profession
anywhere and significantly enhanced member value.
ASAE’s and the Center’s approaches to knowledge
dissemination are also complementary. ASAE has
considerable staff expertise in researching and responding to
personalized member requests for information and guidance
on a wide variety of association management related issues,
while the Center has developed extensive collections of
online resources that are currently accessed tens of thousands
of times per month.
The benefits of combining the two include:
• Creating one comprehensive source for knowledge and
information related to associations and association
• Providing both easy access to an extensive collection of
online resources and personalize research services for
• Consolidating two large collections of resources into the
single largest collection of articles, case studies, white
papers, books, journals, models and samples, and other
resources related to the practice of association
• Eliminating duplication of effort and overlapping
resources, allowing more staff time to be focused on
developing new and better resources.
Moving forward, the new Association Knowledge Center
(proposed name) will quickly move to:
• Harness the reach and knowledge of the ASAE sections
to identify core resources in all functional areas of
association management, collect best practices models
and samples, and select the best of the best for
recognition and featured placement in the Center’s online
• Ensure that all resources are up-to-date, relevant and
ASAE – CENTER MERGER WHITE PAPER 60
• Create new tools that enhance the performance of staff
specialists in key functional areas.
• Spotlight exemplary association practices and models of
15.4 Knowledge Initiatives The new Center will act as a champion for innovation in the
association profession and as an incubator for new ideas that
advance associations and their staffs. This goal will be
furthered in several ways, including:
• The continuation and further development of the Journal
of Association Leadership as a principal agenda setting
publication for the profession.
• The continuation and development of the Center
Visionaries program to connect thought leaders from
other sectors to the association community in a
substantive, ongoing way.
• The creation of “idea incubator” brain trusts and projects
that relate emerging ideas from other sectors to an
15.5 Center Special Events Managed by a new centralized meetings and tradeshow
department, the new Center will include an exceptional stable
of highly regarded association industry events. These
• The Nation’s Capital Distinguished Speakers Series, held
four times per year at the Kennedy Center in Washington
and frequently broadcast internationally on C-SPAN.
• Benefit and recognition programs such as the Partnership
Dinner and Silent Auction, Club energy and The Other
Party, The Women’s Leadership Luncheon, Five Star
Weekend and the CAE Celebration.
• Golf Tournaments such as the GWSAE DC Invitational.
• Other networking receptions and events.
15.6 Center Circle Club Currently, the Center for Association Leadership has a
program that allows associations or individuals to purchase
packages that provide extensive access to the programs,
services and offerings of both the Center and GWSAE.
Priced at three levels (between $1500-$6500), participating
organizations can send up to ten staff members (at the highest
level) to nearly all of the Center’s education programs, as
well as receiving GWSAE memberships, additional copies of
publications, and VIP service. Only two years old, this
program already generates approximately $200,000 per year
in revenue and has an excellent record of customer
ASAE – CENTER MERGER WHITE PAPER 61
satisfaction. With the merger, this program has the potential
to generate considerable revenue for the new Center while
providing a comprehensive staff development program for
associations across the nation.
To achieve these goals, the program will be redesigned by
August 1, 2004, to:
• Meet the needs of a national audience, ensuring that the
program is of equal value to associations regardless of
• Take advantage of the vast offerings of both ASAE and
the new Center.
• Maximize revenue for the Center and ASAE and value to
• Maintain the high level of personal service currently
offered by the program.
16. Information Technology Technology is a critical enabler to ensuring the success of
many essential ASAE and Center programs. Consolidation in
this area will be complex and potentially expensive. To
ensure that the right tools are provided in the most cost-
effective way, the existing association management system
and web technology is being thoroughly evaluated. A critical
goal is to implement systems, policies and procedures that
are flexible in the face of changing business requirements and
positions the consolidated organization for the future.
Short term information technology goals focus on integrating
telephone systems to ensure seamless service to members, as
well as other interoffice connectivity systems.
17. Meetings & Expositions Meetings and expositions will continue to be critical
deliverables and important revenue streams for ASAE and
the Center. For this reason, a centralized meetings and
exposition department will be created with responsibility for
managing all aspects of meetings operations and tradeshows.
The department will operate on both strategic and functional
levels, assuring that events and meetings support the goals of
the organization and are consistent with our brand and image.
The ultimate goal and philosophy of this staff will be to
support the content, execute flawlessly, and create a
The new meetings and expositions department will:
ASAE – CENTER MERGER WHITE PAPER 62
• Oversee meeting planning and logistics for all major
educational programs and events for both ASAE and the
• Manage Springtime, the Annual Meeting Expo, and other
expositions for the combined organizations.
• Manage all logistical aspects of the Nation’s Capital
Distinguished Speakers Series.
• Maximize revenue potential with existing events and
develop strategies for creating new events (i.e. vendor
demos in conjunction with programs such as technology
symposia and the Great Ideas Conferences).
18. Due Diligence Extensive legal and financial due diligence has been
performed on behalf of all parties. Due diligence reports on
the Center for Association Leadership and the Greater
Washington Society of Association Executives were prepared
by Shaw Pittman and Tate & Tryon on behalf of the ASAE
and the ASAE Foundation, and presented to the ASAE Board
of Directors and the ASAE Foundation Board of Directors on
April 1 and April 6, 2004, respectively.
Due diligence reports on the American Society of
Association Executives and the ASAE Foundation were
prepared by Venable, LLP and Langan and Associates on
behalf of GWSAE and the Center, and presented to the
GWSAE Board of Directors and the Center Board of
Trustees April 23-24, 2004.
19. The Proposal The elements of the proposal are as follows:
• The Center for Association Leadership will be the
surviving 501(c)(3) entity with the ASAE Foundation
merging into it. The name of the surviving entity shall be
“The Center for Association Leadership” with a tagline
identifying its relationship with ASAE. The name will not
change at this time, but can be considered by the Center
board at a later date.
• The Greater Washington Society of Association
Executives, a 501(c)(6) nonprofit corporation, will be
legally dissolved as a corporate entity.
• All GWSAE tangible and intangible assets (including
Springtime, Executive Update, all intellectual property,
tangible property, cash, etc.) shall be transferred to The
Center for Association Leadership and shall be owned,
administered and controlled by The Center. (GWSAE
shall be dissolved following this transfer of assets).
Executive Update shall be owned and administered by the
Center until such time as The Center/ASAE staff
ASAE – CENTER MERGER WHITE PAPER 63
develops a proposal regarding future publications that is
approved by the ASAE and Center Boards.
• A new GWSAEnetwork will be formed to provide career
services, networking and volunteer opportunities to
association professionals and business partners within the
Greater Washington region. The new GWSAEnetwork will
be housed under the Center and managed by Center staff
for at least two years.
• GWSAE, the current 501(c)(6) corporation, will continue
to exist for approximately six months following the merger
as a ”shell” corporation in order to facilitate the staff
transition (including salaries and benefits).
• Several functions and offerings currently housed in
ASAE, including primary education programs and
initiatives, will be transferred to the new Center for
• The surviving corporations will be interdependent entities
with independent fiduciaries, with joint nominating,
planning, audit, and finance committees, a common
payroll, and a host of shared functions and services to
ensure a common vision and coordinated action.
• There will be a written four-party “strategic alliance”
agreement among and between ASAE, GWSAE, the
ASAE Foundation, and The Center that identifies all of
the agreed-upon issues and codifies them contractually.
20. Dispute Resolution The intent of all parties is that ASAE and the new Center will
work together in concert, recognizing that the success of each
organization is intrinsically tied to the success of the other. If
there is a serious dispute between the organizations, a defined
group of senior officers from each organization will be
convened to attempt to resolve the dispute. The dispute
resolution body will consist of the three most senior elected
officers and president & CEOs of each ASAE and The
Recognizing the ongoing interdependence of the two
organizations, the approval of the ASAE board will be
required if the New Center ever sought to separate from
ASAE or took major steps toward a separation.
21. Financials The pro forma budget developed for the first year of
consolidation is based on the best estimates of staff with
ASAE – CENTER MERGER WHITE PAPER 64
available information and covers all activities (restricted and
unrestricted) of the combined organizations.
This budget for projects total revenue of $31.3 million, total
expense of $33.1 million, for a combined net loss of $1.8
million. As approved and practiced in prior years, $900,000
of this loss will be covered by a release from the Center’s
Restricted Reserve previously earmarked to cover rent and
Included in this net loss is an investment of $911,000 in one-
time consolidation expenses for communications/branding,
systems integration support, salary administration planning
and staffing transitions. Other assumptions underlying the
projections include: Combined membership revenue will be
down about $400,000 from the present membership revenue
budgets due to duplication and term extension. Benefit and
compensation costs will increase $270,000 beginning in the
first year. Staff size will remain at current levels with a five
percent merit pool, recognizing that current levels are ten
percent below FY04 authorized FTEs.
Any deficit resulting from transition start-up costs that
requires a contribution from reserves will be covered by a
joint contribution from ASAE/ASAE Foundation and
GWSAE/Center reserves in equitable proportions.
22. Facilities ASAE owns office space at 1575 I Street, NW, Washington,
DC. GWSAE and the Center for Association Leadership
lease space in the Ronald Reagan Building at 1300
Pennsylvania Avenue, NW in Washington, DC, for both
headquarters and the Marriott Learning Complex. Moving
forward, the intention is to retain the Marriott Learning
Complex through the term of the lease, while evaluating cost-
effective ways to address an overcapacity of office space in
the medium term.
ASAE is committed to making near-term appropriate office
upgrades and improvements where necessary at 1575 I Street,
N.W. while: a) if expenditures from reserves are necessary,
avoiding any adverse effect on the reserves of the former
GWSAE/Center; and b) assuring appropriate enterprise-wide
cost allocation accounting.
23. Communications &
Branding Strategy Carefully planned and executed communications and
branding for ASAE and the Center will be crucial to both
ASAE – CENTER MERGER WHITE PAPER 65
short- and long-term success. A comprehensive plan
including a situation analysis, proposed branding language
and strategies, key messages, vehicles, audiences, roles and
responsibilities, and measurement components is under
Objectives of the communications and branding effort
include the following:
• association executives and business partners are
clearly able to articulate the tangible value of ASAE
and the Center;
• ASAE and the Center are viewed as the undisputed
leaders in service, education, and research for the
• there is a net gain in membership, business partner
investments, and donations;
• loyalty and participation increase for both ASAE and
• GWSAE members and DC-area ASAE members feel
their needs are being met even better by the
• ASAE members across the nation and beyond feel
that their needs are being met even better by the
ASAE and the Center have retained PCI Communications,
Inc., an award-winning branding and creative
communications firm, to assist in the development of
communications and branding strategies and the plan.
ASAE – CENTER MERGER WHITE PAPER 66