At the University System of Maryland (USM), researchers have taken a close look at a recent series of initiatives piloting course redesign (2006-2014). The courses targeted were multi-section developmental and gateway courses with a history of high DFW rates (i.e., a high rate of students receiving a D, fail, or withdraw). The strategy was to improve learning by applying backward design and making use of active and interactive teaching techniques such as online tutorials and assessments and small group work in class, often supported by undergraduate learning assistants. The hope was that equal or better results could be achieved through the use of such learning-centered practices, even though fewer faculty would be required to teach the courses. It was also hoped that, if these initial redesigns were successful, institutions would continue to redesign courses without further assistance or support from the system office. With support from the Bill & Melinda Gates Foundation, the USM's William E. Kirwan Center for Academic Innovation conducted a qualitative study of these initiatives, focusing on three questions: (1) Was the success of the redesigns sufficient to persuade USM institutions to continue and expand this kind of academic transformation once they had to provide all the funds, rather than just half?; (2) Did certain cultural and organizational factors make it difficult to sustain and expand course redesign?; and (3) If that was the case, then how should universities work on those factors in order to foster sustainable, scalable improvements in teaching? The initiatives met their immediate goals, and DFW rates improved by 7 percentage points across the 57 redesigned courses. During the 2013-14 academic year, over 143,000 students received more active and supportive learning experiences, and the equivalent of more than $5 million in faculty time and adjunct expenditure was freed for other purposes, such as teaching upper-division courses. Findings suggest that, for the course redesign initiatives to spread, institutions need to strengthen seven institutional foundations. This article discusses these foundations and provides suggestions for how each foundation might be made stronger.