abstract: This study examined instructional and attitudinal changes influencing faculty members in a proprietary college after the parent company divorced itself from day-to-day leadership decisions during a "teach-out." A teach-out is the process of school closure, when the college stops enrolling new students, but teaches out currently enrolled students. It explores the strongest influences on faculty members during the teach-out process; how faculty members negotiate their work and how the changes appeared to impact students. Study findings revealed that the strongest influences were fellow faculty members. Several rose as leaders and essentially became educator activists starting a movement focused on what they believed to be an essential component of education and what had been missing previously, namely, creativity. They were supported in this endeavor by local leadership who served as "uplinks" and silently gave power to the movement. Students and the organization became beneficiaries of the renewed engagement of their instructors, which led to increased retention and placement rates. This study sought to understand the marked shift in the organizational culture and climate that governed faculty work life through the framework of organizational discourse as well as from a social justice context of freedom from oppression. Through the use of phenomenology and qualitative methods, including autoethnography, this study found that the structure of the teach-out effectively created a space for transformational leaders to emerge and become educator activists. This initial study provides a promising model for faculty engagement that appears to have positive outcomes for individual faculty members, students and the organization. / Dissertation/Thesis / Ph.D. Justice Studies 2014