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Why would a rational leader recruit new members who might pressure the leader to change their organization? When would potential recruits choose to join an organization whose goals diverge from their own? I argue that these these two apparent puzzles occur as a result of relatively common existential pressures on organizations and drive an under-theorized process of organizational transformation driven by group rank and file. I derive expectations about when the puzzling recruitment behavior occurs through a simple two-stage sequential game. This game portrays the leader’s decision to choose whether to seek a new recruitment base, and, secondly, how the accommodate the new members. As well, the model identifies the conditions under which new members remain in the organization instead of striking out on their own. The paper tests the empirical implications of the theoretical model through a series of game-in-the-lab experiments.