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There is a robust body of scholarship examining organizational learning, organizational change, and processes that contribute to both. Less is known about the work culture of a learning organization, the affective/relational elements that contribute to such a culture, and how these constructs are related to organizational change. We use Self-Determination Theory to explore how autonomy and relatedness are associated with organizational learning and organizational change. Using data collected from 326 employees in nine schools in an elementary school district we found that feelings of autonomy and relatedness were positively related to a culture of learning and readiness for change. Our results underscore the role of affective and relational factors in school change efforts and fostering a culture of learning.