I Have 15 Things To Say...

Steve Burns (ICF) and Kevin Bailey chat at INC's annual statewide nonprofit conference in August.

Thoughts, observations, and stream of consciousness* on the nonprofit sector in Idaho from INC's, Kevin Bailey.
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I thought it would be a good idea for this edition to look behind-the-curtain at how our merger with the Idaho Community Foundation (ICF) came to be and offer some insight into how nonprofits might consider approaching this process.

1 – Everything starts with trust... 

...There is no merger without trust and in particular this trust must, in my opinion, start with the two executives bringing the organizations together. From the beginning, Steve Burns (ICF’s CEO) and I had a high level of trust and a tremendous working relationship.  
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2 – North star behind the merger: strengthen nonprofits and strengthen philanthropy. For me personally, I also wanted to ​do something that was through the dual lens of

1. What is the thing that will be best for nonprofits long term?
2. What will be best for my current staff on day one, but also future staff in those roles in year five after the merger?

Sometimes the answers to these questions required some ‘give and get’. For example, change can be difficult and painful for some staff at first; however, that pain is not necessarily long-term and ultimately will satisfy both lenses mentioned above.

3 – Know your non-negotiables – hold tight to those but be willing to flex on the things that can be compromised on. Some of these non-negotiables should certainly be tied to #2 above – your north star/why you are doing this. 

4 – There is no ‘one right way’ to do a merger but here’s how we did it: 

5 – The process started about 18 months ago when Steve and I sat down for our monthly coffee/lunch at Roosevelt market in Boise. We broached the topic of what it would look like for us to sharpen our prior long-standing partnership and considered a spectrum of options from just stronger collaboration all the way to what it might look like to fully merge. 

6 – The path forward was clear as we both left that conversation feeling like merging was the only way to achieve the full scope of what we were both wanting to accomplish:

1. maximizing and growing the impact of philanthropy in Idaho
2. maximizing the capacity and strength of nonprofits in Idaho
3. ensuring that INC had a more efficient and long term structure that could accommodate our staff’s growing skills, expertise, and need for more back office efficiency.

What nonprofits need most is funding and the development of their greatest asset – their people. As statewide leaders in these two areas, the INC plus the ICF were well equipped to bring those two sides of the same coin together. ​

Capacity need data from the 2024 State of the Sector

7 – We then established a joint committee with board members and senior level staffers from each side. This group met monthly (sometimes more) to iron out details for governance, staff structure, and finance. In addition, the full boards discussed independently to provide ongoing feedback. The work of the joint committee became the foundation of the merger agreement many months later. 

8 – One-on-one conversations were also had along the way. I personal connected with board members to check in, seek feedback, and discover any pain points or holdups that they may had. This was a key part of the process and at each meeting I asked two questions that shaped the planning process:

1. What were they most excited about with the potential merger?
2. What about the merger gave them pause or were they worried about?

9 –  We then collected feedback from our largest funders and supporter. This included corporate partners, foundations, and a handful of nonprofit leaders around the state. The merger was still very much confidential at this point, but we felt it was vital to ‘test’ our assumptions in the real world and see if there was feedback we hadn’t considered. Thankfully, there was immense optimism and a clear ‘green light’ to proceed.  

10 – The joint committee made a ‘recommendation’ vote to formally bring the merger question to both organizations' boards and the vetting work was officially closed.

11 –  The Letter of Intent (LOI) was an extremely detailed merger agreement that clarified the joint purpose, outlined the proposed governance structure, and included future bylaw changes. The INC’s core non-negotiables were also listed in the LOI:

• continuation of all INC programs, services, membership program and advocacy work 
• retention of all INC staff
• opportunity for all INC board members to join the full merged board
• establishing a permanent board committee to continue strategically advising nonprofit capacity work and
• securing board seats to be filled with nonprofit staff

​​12 – After both boards voted and passed the LOI, we had a due diligence period to handle the final legal hurdles. During this time, the INC took the lead on having legal counsel draft an officially binding legal document called the ‘Plan of Merger’ and to file this with the Idaho Attorney General’s Office per the Idaho Charitable Assets Protection Act.

• Essentially, the AG’s office has legal authority to protect charitable assets and ensure that any plan to merge or dissolve a charitable nonprofit complies with that act.

Once we received affirmative notice from the AG’s office, we were clear to move toward a ‘closing date.’ 

13 – The last step was for both boards to make one last vote to approve the closing agreement. The final INC board meeting was held in October and officially our organization’s became one! Our staff joked that it was very much like an engagement culminating with a wedding (cake and party TBD).

​Of course, now the rubber meets the road in terms of the work of combining the two organizations which will take the better part of 2025.

INC staff with ICF CEO, Steve Burns and ICF VP of Finance, Judy Ramos

14 – Special thanks are in order: 

• I want to especially thank INC’s board chair Tim Adams, whose wisdom and thought leadership helped guide our INC board through this process.
• Shoutout to our INC staff! They have been courageous and patient throughout this entire process. Change isn’t easy and with change comes uncertainty which is a tough place for staff to live from on a day-to-day basis. I made a commitment to our staff to provide a weekly update at our all-staff meeting on the latest news and to reenforce that we would come to an outcome that met the north star (see #2 above) we were aiming at. Some weeks there was no real news, while other weeks there was lots to update on.
  
• Another key to all this was Evin Bask on our team. For those that know Evin, she’s a superstar and was instrumental in providing feedback, support, and guidance at multiple levels of the organization and with counterparts at ICF. 
  
• Lastly, a special thanks to Steve Burns at ICF who was a great and gracious thought partner throughout this process. What started out as a sketch-of-a-plan on the back of a napkin at Roosevelt Market will have impact on the future of Idaho’s philanthropic and nonprofit communities for decades to come.
  

  
15 - The most common questions I have been asked post-announcement are below with answers

1. Where will your offices be? As for our offices, long-term we will find a joint location, but that will take some time. We will continue to office out of both respective locations until we find a suitable joint office so for the foreseeable future you can still find us at our current office in Boise. Likewise, you can still reach us at our same emails so feel free to reach out any time at [email protected] or at [email protected] for general nonprofit ‘helpline’ questions. 
   
2. Are you (Kevin) leaving? I will still be leading the work of the Idaho Nonprofit Center in this next chapter. I’m thrilled to continue the work that I am lucky to have started over three years ago when I took over as CEO of INC. I will also have a ICF functions in my portfolio that I’m excited to grow into and integrate with INC’s work.  

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For other questions about the merger, be sure to see our FAQ page or check out Steve’s recent newsletter recapping some of the recent merger highlights! Cheers to the next chapter of strengthening nonprofits and a strong culture of philanthropy in Idaho. ​

*inspired by Tim O'Malley's work. Go Notre Dame!

​Kevin Bailey, CEO
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​Kevin joined the Idaho Nonprofit Center in July of 2021 after previously serving as CEO of the United Way of Southeastern Idaho. In his free time, he and his family love exploring the great beauty in the West by hiking, biking, and getting outside into nature. On Saturdays in the fall, you can find Kevin avidly cheering on his Notre Dame Fighting Irish football team!