Purpose--The paper aims to provide a theoretically-based set of skills and practices that develop organizational members and leaders while building organizational capacity. Design/methodology/approach--The paper advances four arguments about learning and leading, drawing on classical and contemporary scholarship of organizational learning theory to elaborate the intellectual, ethical, social, and political environment of school systems and to deduce skills that leaders and members of school systems engaged in organizational learning need to develop in order to support collective learning and continuous organizational improvement. Findings--The paper provides core assumptions of organizational learning, along with a figure detailing components of organizational capacity and a figure summarizing intellectual, ethical, social, and political skills and values that allow members and leaders of school systems to build the organizations capacity, develop leadership, and influence an environment hospitable to collective learning. Practical implications--The four sets of skills and values can be used in school systems to structure continuous, differentiated development for all members, especially leaders. Originality/value--The paper offers an original, coherent, theoretically-based framework of skills and practices that can develop members and create a broad leadership pool in school systems. (Contains 1 figure and 4 notes.)