The Science of Learning and Readiness (SoLaR) project seeks to demonstrate to Defense and other Government stakeholders the "art of the possible" for high-quality distributed learning and to create a practical guide for how to infuse such qualities into the broader Department of Defense (DoD) distributed learning ecosystem. This report seeks to provide an understanding of a State-of-the-Art Learning Organization. The features of an exemplar learning organization at scale were identified based on a broad review of the literature. The summarized key findings include: (1) Principles of human learning from the learning sciences hold within learning at scale environments; (2) Human learning within these environments must be supported by technology; (3) The technology must provide data on the learning process to the organization; and (4) Learning organizations must use data to support both the learners in the form of learning, social, and academic guidance, and the members of the organization to provide training, support, and recognition. This report gathers real-world examples from exemplar organizations and provides an example of a growth path for an exemplar organization. Examples of exemplar practices in action were identified from interview data spanning academia, non-profit, and industry. From this data, the report describes important factors the organizations used to scale up, identifies generalizable principles, and highlights the characteristics that make each organization uniquely effective. The report concludes with an example of an ideal scaled-up process. This example provides a pathway based on best practices for learning organizations to scale up.