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The Brooklyn-based nonprofit community development corporation known as the Fifth Avenue Committee (FAC), has an established record in housing development and management, as well as the operation of nonprofit businesses and advocacy campaigns. FAC is concerned that in the process of successfully professionalizing its once-volunteer operation it might lose touch with the needs and wants of neighborhood residents. This case describes the organizational soul-searching that takes place when FAC considers the possibility of staging neighborhood-based elections to choose its board of directors. Specifically, the case tells the story of the work of a special committee formed to consider the idea of an elected board and the pluses and minuses it identifies. These include both the prospect of broadening and deepening support for the organization in its home neighborhood, and the possibility that neighborhood residents with priorities other than those historically pursued by the group might gain influence. The debate occurs in the context of sharp demographic change in the group''s Brooklyn neighborhood, fast-becoming more affluent. In framing the decision faced by the Fifth Avenue Committee, the case describes the variety of points of view within the organization, including splits that appear somewhat along racial lines