Merger process was fatally flawed

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2:08 PM Friday, February 5, 2010

Given the amount of dissension that surfaced in Warren County over the last several weeks, it should have been no surprise to anyone that the proposed merger of Butler and Warren counties’ United Way organizations would be rejected Thursday, Feb. 4.

Eligible voting constituents of the Warren County United Way rejected the merger Thursday by a vote of 92-27 — despite the endorsement of the organization’s governing board. Both United Way boards had approved the merger in December, but only Warren County’s bylaws required that stakeholders be allowed to vote on it.

Had Warren County’s bylaws not required a second vote by constituents, the United Way of Warren & Butler Counties would now be in existence and picking out office furniture.

However, that provision in the bylaws provided time for Warren County constituents to raise legitimate questions about the merger and the process followed by the boards, and then raised enough doubt that the merger was easily defeated Thursday.

Critics, including some members of the Warren County board, had said the process was flawed — accelerated and secretive, with no formal business plan and no substantiated financial information. “I’m not against it, if done properly,” one member said.

Perhaps those criticisms are valid in hindsight. The problem? The Warren County board entered the process without knowledge of the bylaw requirement, according to one official close to the negotiations, and it was late in the process when the board discovered that its affirmative (but split) vote was not sufficient to make the merger happen.

The more valid criticism of the Warren County board is that it did not properly research the requirements for a merger vote before entering discussions. Simply put, the board did not do its homework before entering into private merger talks.

By the time it learned a vote of constituents was necessary, the die was cast — and the board was open to criticism from dissenting board members, Warren County commissioners and others that the process was flawed.

Had the Warren County board known that a vote of United Way constituents would be required at some point, it’s almost certain that the board would have been more open about the process and would have attempted to keep constituents better informed about the reasons it was seeking a merger.

Instead, after the bylaw requirement was discovered, the board was stuck with the closed process it had quietly agreed to with Butler County — and mainly stayed silent, allowing only its attorney to speak on its behalf. That wasn’t a good way to build confidence among constituents; meanwhile, critics were talking freely.

That’s all water under the bridge now, but it should be a reminder to all those in leadership roles — that openness and transparency are the way to build consensus, and attract agreement and buy-in. Allegations of secrecy and hidden agendas are a sure recipe for dissent and rejection.

Lost amid all the conversation and debate has been the most important question: Is a merger of area United Way organizations the wisest course of action?

We have been supportive of past discussions, most notably the three-year negotiations for a larger merger that would have included the United Way organizations from Cincinnati, Dayton, Warren County and Butler County. That mega-merger fell apart last year when Dayton, and then Warren County, walked away from the bargaining table. Quietly, however, the boards of Butler and Warren counties began talking about a merger.

We believe that there are efficiencies to be gained by eliminating administrative duplication and other overhead costs — thus getting more dollars into the hands of people who need them — and by not having United Ways competing for donors’ contributions. As we’ve observed, our population is so mobile now that residents can easily work, live and play in three different counties on any given day. To which United Way organization should they contribute? A merger could make life simpler for donors and the agencies that rely on United Way funding.

And the financial trends cannot be easily dismissed. All area United Way organizations have been challenged to meet their fundraising goals in recent years and not to spend away their reserves. The rejection of the Butler-Warren merger last week does not provide a road map for how to reverse those trends; it only maintains the dismal status quo.

Unfortunately, the bad taste that’s been left in the mouths of all players in this drama could prevent any serious merger talks from resuming soon. That would be a shame. Even the critics of this merger plan have said that something needs to change, and perhaps a merger could be a solution.

We’re disappointed that a proposal that could have been beneficial to both organizations and area residents really did not get a fair day in court. It was torpedoed because the process was flawed. We only hope that the idea has not been so tainted by this episode that both sides will not consider reopening discussions at some point in the near future.

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