One of the most vexing problems today involves transforming colleges and universities so that they yield equitable educational outcomes for historically underrepresented students. The traditional approach to achieving equitable educational outcomes has been to focus on increasing the racial diversity of campuses by admitting a higher percentage of students from historically underrepresented groups and/or altering the campus climate to be more inclusive. This article reports on a study of the implementation of the Equity Scorecard Project (the "Project"), a higher education reform strategy that uses one of the most promising new approaches. In this study, the authors sought to understand the specific contextual features that need to be addressed within an equity project with a learning and diversity focus. The research on contextual features that affect implementation of organizational learning and diversity initiatives was used as the framework for this study. The authors studied the teams from the 14 institutions involved in the Project. The research found that contextual variables imparted a powerful influence on the implementation of the Project and led to empowerment and to diffusion within the institution. These findings create a model with six themes: (1) knowledge capacity; (2) physical capacity; (3) institutional willingness to reflect; (4) project connection with institutional operations; (5) leadership within both the team and the institution; and (6) racial climate including intergroup relations. These themes were identified at all 14 institutions. Detailed case studies to illuminate the model are presented. (Contains 2 tables and 12 notes.)