Part 3 of our Intro to Nonprofit Strategic Restructuring series discusses the memo of understanding, due diligence, and the preparation of legal materials.

1. Introduction to
Nonprofit Strategic
Restructuring
A Three-Part Webinar Series
PART III
What we call the beginning is often the end.
And to make an end is to make a beginning.
The end is where we start from.
—Little Gidding, T.S. Eliot

2. Agenda for Today’s Webinar
1. Overview of the first two webinars
2. Overview of the Negotiation Phase
• Memorandum of Understanding
• Due Diligence
• Preparation of legal materials
3. Questions/Comments
4. Conclusion

3. Overview of the
first two webinars
• Introduced the concept of Strategic Restructuring
and its definition
• Defined the five basic types of strategic
restructuring
• Discussed environmental drivers which are
leading toward strategic restructuring strategies
in the nonprofit sector

4. Overview of the
first two webinars
• Discussed how to assess your current business
environment and selecting a strategy
• Outlined how to select a partner,
establishing criteria and developing a pool of
candidates to interview
• Suggested creating a board Partnership
committee and interviewing prospective partner
to collaborate with
• Negotiating a letter of intent with your partner

5. PHASES OF THE
NEGOTIATIONS PROCESS
PHASE I: VISION/MOU
Preparation of the vision, goals, identification of the SR
model; preparation of the MOU; budget;
vote by the Boards
PHASE II: DUE DILIGENCE/LEGAL
Preparation of due diligence material and analysis;
preparation of any legal materials needed;
vote by all the boards
PHASE III: IMPLEMENTATION
Preparation of implementation plan, budget,
marketing/communication plan, training, etc.

6. Phase I:
Preparing the Vision/MOU
• Mission, vision, goals – measures of success for
the merger; the case for why you are merging
and what you hope to accomplish
• Governance decisions
• Program
• Finance/accounting/budget
• Human Resources
• Capital/Facilities
• Fundraising

7. MOU, continued…
• Budget for the transaction
• Risk assessment
• Communications plan
• For Collaborations only:
– Dissolving the partnership
– Adding new partners
– Sharing profits and losses

8. Phase II: Due Diligence
• Investigate management practices
• Reveal governance areas
• Determine if there are any legal or financial
liabilities that would prevent the collaboration
from going forward
• Can be as little or as much as the collaboration
calls for, and as the Boards require

9. | 9
Diligence Areas
• CORPORATE/
LEGAL
• PROGRAM
• FINANCIAL
• FUNDRAISING
• INSURANCE
• HUMAN
RESOURCES
• CAPITAL/
REAL ESTATE
• LICENSURE

10. Phase III: Legal Documents
What is the Role of the Attorney?
• Review your proposed plans for appropriateness
• Ensure compliance with all federal and state laws
• Protect your IRS exemption
• Execute any legal documents required
• Exercise the prudence required in any major
undertaking with legal ramifications
• Be sure to consult an attorney!

11. Final Question Period
Comments or Questions
about the entire webinar series.

12. Please contact us
in the future for your
Nonprofit Restructuring needs!
Mary Anderson, Senior Managing Consultant
Mission + Strategy Consulting
Mary@MissionPlusStrategy.com
(800) 343-2510