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The Community Action Board of Santa Cruz County, Inc. (CAB) shares their Community Action Plan process fueled by their agency values, highlighting both needs and assets of the community while creating their local poverty snapshot. This board-led process, based on a commitment to engage with those who normally “don’t come to the microphone” as part of town hall meetings, allowed for the agency to learn and listen deeper through Listening Circles and Pop Up Poverty Conversations. CAB shares how they engaged with community, how they prepared for the process, what was highlighted in their Community Action Plan and what they did with what they learned, thus far.