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The Partnership charter

The Partnership Charter by David Gage Millions of people co-own closely held companies, family businesses, and business partnerships, but establishing them and keeping them together is never easy. Here, finally, is the guide they have been waiting for.... Read More

Partnership Charters: The Process for Achieving “Interpersonal Equity” and Avoiding the Partnership Distress Syndrome

Norm Cates' The Club Insider. The Pulse of the Health and Fitness Club Industry

by Richard Yocum
The Club Insider
July 1998

Have you ever felt the relationship you have with your partner(s) wasn’t working to your satisfaction? Is it presently out of balance? What tools do you use to establish or strengthen the existing bond? What process is available to help you and your partners thoroughly examine the relationship and generate agreements about those conditions that cause you to believe your partnership is out of alignment?

In a recent poll conducted by Inc. Magazine, 60% of respondents cited “personal conflict” and 59% reported “unmet expectations” as top reasons why partnerships don’t work. When partners’ personal balance sheets aren’t adding up and their interpersonal balance sheets are not satisfying, partnership distress syndrome is bound to threaten the relationship. Sooner or later, someone will do something to restore Partners’ Interpersonal Equity (PIE).

Most partners develop legal agreements (partnership and buy/sell) during the early formation of the deal. Partners derive some sense of comfort that these documents will protect them from the disastrous consequences of any egregious acts committed by their partners and provide a means by which the parties can separate amicably and financially intact. Partnerships are more likely to run smoothly and realize their potential, though, when they are guided by a more complete and thorough set of understandings and agreements. Developed by David Gage, Ph.D., founder and President of BMC Associates, the Partnership Charter is a tool that results from healthy, open, private discussions, often facilitated by professionals with expertise in working with partners and partnerships. There are seven elements so often avoided by partners, yet essential to discuss and incorporate into documented partnership charters:


Under their expectations for the business, the partners document how they agree on the direction and future of the business and on how they will cause business to happen. This is essentially a mini-business plan or executive summary and includes things like the expected workloads of the partners and ideas about employee participation (equity, profit, decision making) and probable rate of growth. Under their expectations for each other and for the partnership, the partners give consideration to the possibility of new partners, the consequences if one partner fails to perform, how they will keep each other informed, to what degree they will socialize, how long the partnership will last, and what each will do to keep the partnership healthy.

Partners’ Interpersonal Equity (PIE)

This is an important elaboration on the matter of fairness—something which makes or breaks many partnerships. PIE includes an examination of what each partner plans on contributing to the business, such as money, expertise, reputation, and clients. It’s never as simple as money, though money is important. Also important are indirect compensation, time off, titles and positions, power, control and authority, and freedom to travel or the freedom not to travel. What the partners will receive from one another is definitely worth including, such as trust and cooperation, recognition, predictability, and a positive attitude. It is crucial to know what your partners value—and give them as much of what they value as possible—because a positive sense of interpersonal equity is motivating. A feeling that one’s partners are getting more out of the partnership leads to what we call partnership distress syndrome. Remember, when it comes to fairness and PIE, it’s the partners’ perceptions of what everyone is putting in and taking out that’s paramount, not necessarily the reality.

Values and Ethics Statement

Successful partners often speak of what a difference it made to share the same values. Having an objective test administered provides an accurate assessment of values. During the discussion of values and ethics, partners realize their differences and their tolerance of differences. The partners express how they intend to have their values “live out” in the business and with each other.

Scenario Planning

Partners imagine a host of possibilities of what might happen in the future; and through their dialogue they develop guidelines about how they will operate the business and the partnership. The list of what-if scenarios may include things such as incredible business success and/or failure, a suitor appears and wants to retain only one partner, strategic partnership issues, requirements for capital infusion, a key employee defects to a competitor, or the partners disagree on direction of the company.

The point of scenario planning is not to try to plan for every eventuality but to learn more about how your partners would handle the unexpected. Too often partners only learn this kind of thing when reality strikes. It also allows partners to create clear guidelines for dealing with situations that could happen. Dealing with them ahead of time in the hypothetical—rather than later in reality—is much, much easier. For example, deciding how to handle a six-month inability to work is much easier to do when it could happen to anybody than when it’s already happened to one person. The list of what-ifs to consider should also include things such as losing trust in one another, a partner becoming dependent on alcohol or drugs, and a partner developing a lifestyle which the other partners believe is harmful to the company’s reputation or status in the community.

Roles, Responsibilities and Authority

Partners need to be clear about how they will share leadership. They should delineate which duties and areas will be co-managed and which will be separately controlled by one or another partner. Clarity about how decisions will be made and not just who has titles, is crucial to a well functioning partnership.

Mechanisms for Maintaining Communication and Resolving Differences

When difficulties arise in partnerships, communication has a tendency to taper off, even though more talking is what is usually needed. Mechanisms for maintaining communication during normal and difficult times should be in place. Partners should establish what is confidential between or among them and what is not. The type and frequency of partner meetings should be established. The use of mediators and a step-wise progression for resolving disputes should be agreed upon when everyone is coming together, or at least before any dispute arises.

Plan For The End

Mortality is one of the most avoided areas of discussions, understandably so. Nobody likes to think about ending when they are just beginning. But there are real advantages to doing it. Planning for the eventual dissolution of the partnership and the business, as difficult as these scenarios may be to consider, has the potential to prevent disastrous consequences for each other, estates, families, employees, and customers.

Whether your partnership is mature or in infancy, in crisis or in creation, a set of agreements based on frank, thorough discussions of these seven key topics will solidify, revitalize, or reorder your partnership. Going through the process of creating a charter decreases ambiguity and builds trust in one another. Developing a Partnership Charter, and revisiting this process and tool periodically, helps partners navigate their uncharted “white waters.”

Recently, a group of club owners distinguished the tool from the process that generates the tool. Their insight was “the real value is in the process itself.” Scary? Perhaps. Powerful? Always. To maximize value, partners should create “space” for these conversations. Commit to uninterrupted time in a place where each partner feels comfortable. Set operating agreements with each other regarding what and how issues will be discussed. Allow that it may take a series of meetings (three or more sessions, depending on the number of partners and complexities of the partnership and business) to complete the original charter. Subsequent reviews typically take a day or so and are scheduled quarterly, semi-annually, or annually, as the maturity of the partnership and business warrant. These discussions cover sensitive areas. It may be helpful to utilize an outside facilitator who has the experience and tools to assist partners to explore and document all necessary topics and agreements. Upon completion, celebrate!