This study explores the dynamics of social capital in collective-action settings in the form of various processes in a social (-ecological) movement and how these dynamics build proactive resilience to sustain the Earth. This study provides a thorough theoretical background on the concepts under study: social capital, collective action, (proactive) resilience and sustainable development; visualized in a model. A case study is used to provide insight in the dynamics and reveal underlying mechanisms. The key findings of this research are: (1) dynamics of social capital create and enhance the formation and operation of collective-action, where collective action can be seen as the utility of social capital; (2) consciousness on the functioning and use of social capital and group dynamics may enhance collective action formation, operation and outcomes (3) the dynamics of social capital and collective action can stimulate societal change (innovation adoption and behavioral change) to enable systemic change by the formation of social networks forming a shadow system, that will enable safe-fail experiments for innovation, and; (4) proactive resilience starts at an individual level, therefore we need to shape public entrepreneurial motives. The conclusions are visualized in an adapted model and theoretical and practical implications are provided.