This study explores an adult education approach to community capacity building with boards of directors of non-profit organizations in Winnipegs inner city---in particular licensed childcare, womens and family resource centres. Drawing on a community research as empowerment framework, the project explored the learning processes and identified the resource needs of 25 volunteer board members (92% women, 56% Aboriginal) using Kolbs model of experiential learning. Data was collected through individual questionnaires, audio taped focus group/workshops and participant observation.The findings indicate that approaches to governance are strongly influenced by intersections of gender, race and class; demonstrate that building social capital and acknowledging contextual dimensions of adult learning are highly relevant for these board members; and highlight the features of an interactive training model deemed most helpful by participants. Recommendations for enhancing boards are made to individual board members, to boards of voluntary organizations, and to government policy makers.