Motivating Students

What do you do when a student won't participate?

One of the classes I've volunteered in had a teacher that spent the whole week before a final exam doing review activities. The teacher gave the students class time to make their "cheat sheets,"  then gave a practice final where they could not only evaluate their knowledge but whether their cheat sheets were sufficient for what they would need to reference on the real final. Another day they reviewed the final and had the opportunity to ask questions.  I was surprised that there were students that didn't take advantage of class time to participate in the review and to make a cheat sheet. A handful of students didn't bring their cheat sheet to the practice final.

So what could have been done differently? How can I reach these students?
What are some good ways to keep students motivated and care about their performance and grades?