People of color and poor people have historically had little say in urban planning, yet they are most burdened by these policies. The Social Equity Caucus Boards and Commissions Leadership Institute at Urban Habitat responds to this inequity. This San Francisco Bay Area program has as its mandate that poor communities will not only have information about metropolitan planning, but that they will also take part in decisions. Our graduates are seated on, for instance: in San Francisco, the Citizen's Committee in Community Development; in Richmond, the Planning Commission and Community Development Commission; and, in Oakland, the Rent Board, Housing Authority, and Planning Commission. Participants are organizers, nonprofit workers, and union members. They are supported through nomination from environmental justice, faith, housing advocacy, economic justice, and labor groups. They are people of color and low-income community members who reflect the legitimacy of their constituencies in important urban planning decisions. In this workshop, we will discuss the challenges and opportunities of running an “outside-inside” game, share stories of political transformation, and provide information about how our program works.