We present a three-dimensional cube framework to help community organizational researchers and administrators think about an organization's learning and empowerment-related structures and processes in terms of first-order (incremental or ameliorative) and second-order (transformative) change at the individual, organizational, and community levels. To illustrate application of the framework, case studies of three different types of exemplary nonprofit organizations (a participatory neighborhood planning organization, a grassroots faith-based social action coalition, and a larger community-based human service agency) were based on qualitative interviews and participant observations. Our analysis, rooted in organizational learning theory, suggests that organizations that empower staff and volunteers through opportunities for learning and participation at the "individual level" are better able to succeed in terms of "organizational-level" learning and transformation. "Community-level" change is particularly difficult but must be made a more explicit goal. Learning that can lead to second-order change at each level must help participants engage in critical analysis of (a) the organization's demonstrated goals and values; (b) the power relationships implicit in decision making at each level; (c) the interdependent role of participant stakeholders and organizations as part of a complex, community-wide (or larger) system; and (d) how to work toward transformative change of all of the above. (Contains 4 footnotes, 1 table, and 2 figures.)