A common issue for many Sigma Theta Tau International (STTI) chapters is inconsistent membership involvement in chapter business and activities. The Zeta Epsilon chapter was no exception. The chapter was formed in 1982 and since that time has inducted over 800 members. In the past, a dedicated board of directors comprised mostly of faculty carried out chapter business. Once board member terms expired, these once dedicated members disengaged and newly elected officers began the task of running the chapter. Transfer of information from one board to another was inconsistent at best and nonexistent at times. Engagement of chapter members at large was extremely lacking. The responsibility of completing essential chapter reports typically fell on the president or other dedicated board members. Anxiety and frustration often ensued as a few select board members attempted to gather necessary information to complete the annual report and key award application. Although the chapter had received the key award previously, it failed to meet the criteria for a second award. In the feedback provided from STTI, it was clear that the chapter was performing many commendable activities, but lacked detail in the documentation. This disappointment triggered change. The purpose of this poster is to describe Zeta Epsilon’s change process to organize and engage members in the work of the chapter through the development of committees. Using Kotter’s change process, chapter officers decided to restructure chapter operations. In the fall of 2013, the board met for an initial strategic planning meeting. The purpose of this first meeting was to identify ways to engage members and organize the work of the chapter. Specific objectives in the areas of leadership development, membership engagement, chapter operations, and recruitment and publicity were developed. These areas align with STTI organizational goals and are the categories addressed in the key award application. One major strategy was the development of four new chapter committees: (a) EBP/Research Committee, (b) Member Communication Committee, (c) Program Committee, and (d) Recruitment and Retention Committee. These committees are essential to our chapter’s transformation from its current state to a more organized participatory chapter. The committees are aimed at recruiting and engaging members and developing leaders to carry out chapter business. Board members chose committees to lead and recruited members from the chapter at large. At this point, efforts are being directed at communicating the vision, empowering members to contribute, celebrating our achievements, and sustaining this change as board members transition and committees evolve.