Purpose Conceptualizing schools as learning organizations provides a potential avenue to meet the pressing challenges of school improvement in the USA. District and school leaders play an important role in creating and sustaining the conditions for a learning organization, yet little is known about how leadership responds to learning-resistant contexts in their mission to improve schools. This study aims to examine the relationship between the district and school leadership and schools as learning organizations. The focus is on the conceptualization of schools as learning organizations and the challenges involved in creating and sustaining conditions and processes in which to improve schools. Design/methodology/approach This paper uses semi-structured interviews with district and school leaders in the state of Georgia and data from completed dimensions of a learning organization questionnaire (DLOQ) study to analyze how district and school leaders conceptualize or make sense of schools as learning organizations and overcome challenges associated with creating and sustaining a learning organization in learning resistant contexts. Findings The analyzes find that participants perceive their school or district as a learning organization when the structure allows others to work together to learn and grow for the benefit of students. Originality/value This study is unique in that it adds to a growing number of studies that examine schools as learning organizations using the DLOQ and sheds light on the nature of learning resistant contexts.