tesserastewardship.org

Where control lives, and why it cannot move.

Held in trust. Kept whole.

The Tessera Stewardship Trust is a Delaware purpose trust whose only mandate is the permanence of these schools. It holds the control stock of the company, votes it toward one declared purpose, and can be pressured by no one to let go. This page is the record of how that is built. It does not try to persuade you. It tries to be exact.

Form: Delaware noncharitable purpose trust Statute: 12 Del. C. § 3556 Holds: Class M Mission Stock of Tessera Education Group, PBC Controls: the company, not its value Status: draft for counsel review

§ 01

What the Trust is

A purpose trust, and nothing else.

The Tessera Stewardship Trust is a Delaware noncharitable purpose trust formed under 12 Del. C. § 3556. It has one declared purpose: to preserve authentic Montessori education in the United States by keeping Tessera Education Group, PBC a mission-controlled steward of the schools it holds. Those schools keep their name, their pedagogy, and their permanence, and are never sold, closed, stripped, or homogenized for financial gain against that mission. The Trust holds and votes the company's control stock in furtherance of that purpose, and does nothing else. It is not run for income, it has no beneficiary in the ordinary sense, and it distributes nothing to any person.

Read the tagline literally. Held in trust is not a figure of speech here: control of the company sits inside a statutory trust instrument whose terms are written down, whose duty runs to a purpose rather than to a shareholder, and whose trustees cannot be leaned on by a future board, a future investor, or a founder's heirs. Kept whole is the promise that instrument exists to keep.

Stated plainly The documents described on this page are drafts prepared for review by counsel. Nothing here is filed, executed, or effective. Nothing on this page is legal advice, and nothing on it is an offer of securities. Statutory references are provided for identification only.

§ 02

Why a trust, and not a charity

The choice that removes the largest legal risk.

The obvious way to lock a mission is to put a charity on top: a 501(c)(3) parent that holds the control stock. It is the design OpenAI used. It has a quiet flaw that surfaces at exactly the wrong moment, when the company becomes valuable enough to be worth attacking.

A charity whose principal asset is controlling stock in a for-profit has a genuinely hard case to be a public charity under § 509(a). It must pass a public-support test, and it must pass it every year. If it ever fails, it is reclassified as a private foundation, and the excess-business-holdings rule of IRC § 4943 then caps a private foundation and its insiders at roughly twenty percent of a for-profit's voting stock. A structure built to hold one hundred percent of control forever would be forced to divest the very thing that makes it work. That single dependency, a public-support argument that must be won annually, was the biggest legal risk in the original design.

A purpose trust deletes the dependency rather than managing it. It is valid for any lawful declared purpose, needs no beneficiary, and needs no tax exemption at all, so it never faces a public-support test. Because it is not a private foundation, § 4943 never attaches to it, and it can hold the whole control class in perpetuity. Delaware has abolished the rule against perpetuities for personal property (25 Del. C. § 503), and the Trust holds only Delaware stock, so its duration is built to match the schools it protects. This is the difference between a lock that is defensible with a strong opinion and a lock to which the objection simply does not apply.

Control by charity

Defensible, but fragile.

Needs exemption. Must win the § 509(a) public-support test every year. Fail once and § 4943 forces divestiture of control. The lock depends on an argument.

Control by purpose trust

The objection does not apply.

Needs no exemption and no public-support test. § 4943 does not reach it. Holds one hundred percent of control, perpetually, by statute. The lock is structural.

§ 03

How the pieces sit

Three entities, one of which controls.

The design is often mistaken for two things it is not: a foundation that owns a company, or a nonprofit that runs schools. It is neither. There are three entities, and only one of them holds control.

The Trust

The Tessera Stewardship Trust. A Delaware § 3556 purpose trust. Holds one hundred percent of the Class M Mission Stock and votes it toward the Purpose. This is where control lives. It owns almost no economics and never will.

The company

Tessera Education Group, PBC. A Delaware public benefit corporation, taxed as a C-corp, that acquires and runs the schools through single-member LLCs. Its charter states that the public benefit purpose takes precedence over maximizing stockholder returns.

The Initiative

The Tessera Initiative. A separate 501(c)(3) that runs the charitable programs and serves as the named enforcer of the Trust. It holds no controlling stock. It does not control the company. Because it neither controls nor is controlled by the company, it qualifies as a public charity the ordinary way.

Keeping these genuinely separate is not cosmetic. It is what lets the school businesses stay cleanly apart from the Initiative's exemption, and it is why the Initiative can be a real charity rather than a holding company wearing a charity's clothes. The line to remember: the Trust controls; the Initiative enforces; neither is the other.

§ 04

What it holds

The Class M Mission Stock is control, not value.

The Trust holds a single instrument: the Class M Mission Stock of the company. Class M is a control class and almost nothing else. It is a way to hold the board, not a way to hold money, and it is drawn so that it can never quietly become the second thing.

Board majority

It appoints the board.

Class M elects a majority of the company's directors: three of five today, and always the smallest whole number above half as the board grows. At least one of those seats must always be held by an educator holding a diploma or credential from the Association Montessori Internationale (AMI).

De minimis economics

It carries no upside.

Class M has par value only: no dividend, no distribution beyond par on liquidation, no conversion. The Trust is not operated for income or profit. It is not a way to hold value; it is a way to hold control, kept deliberately worthless so that no one is tempted to buy it.

Permanent, non-transferable

It cannot leave.

Class M may be held only by the Trust or a permitted successor. Any purported transfer to anyone else is void from the outset, and those shares are automatically redeemed at par and cancelled. There is no market for control, because control cannot be sold.

Why the board, and not an economic cap OpenAI's history is the cautionary tale that shaped this. Its hundred-times return cap was negotiated away when the company became valuable; what survived was the controlling entity's hard right to appoint the board. Tessera puts the lock in governance for that reason. A cap can be bargained off. A right to appoint the board, held by an entity that cannot be pressured to surrender it, is far harder to unwind.

§ 05

The six vetoes

What the Trust can stop.

Beyond appointing the board, Class M carries a defined set of vetoes written into the company's certificate of incorporation. For as long as any Class M stock is outstanding, the company may not do any of the following without the Trust's prior written consent. They are listed here exactly as drafted.

Sell or dissolve the company. Any sale, merger, consolidation, dissolution, or liquidation of the company, or any sale, lease, or exclusive license of all or substantially all of its assets taken as a whole.
Amend the charter. Any amendment, alteration, or repeal of any provision of the certificate of incorporation, including the public benefit purpose and the Class M provisions themselves.
Create a rival class of stock. Any new class or series of stock, or any convertible security, carrying voting or governance rights senior to, on parity with, or otherwise adverse to Class M.
Close a school without a real transition. Selling, closing, or winding down any school, unless the board has approved a written transition plan giving families and staff no less than a full academic year of continued operation or equivalent placement support. The sole exception is a school that is genuinely insolvent, as determined by the board including a majority of the Mission Directors.
End the Trust's control. Any transaction, or series of transactions, that would result in the Trust ceasing to control the company.
Abandon the pedagogy. Abandoning or materially diminishing the Tessera Montessori Standards at any school, or de-affiliating a school from the network, without prior written review by the Pedagogy Council delivered to the board.

Veto four is the one families feel. It means a Tessera school cannot be closed on a quarter's notice: absent genuine insolvency, a closure requires a plan that keeps the school running, or places every child, for at least a full academic year.

§ 06

Who holds the trustees to account

The enforcers, in place of the Attorney General.

A charity is watched by a state Attorney General. A noncharitable purpose trust is not: it draws no automatic Attorney General supervision. We say this plainly, because it is the honest fact around which the rest of the design is built. In place of that oversight, the Trust names its own enforcers, each a fiduciary of the Purpose with standing to compel the trustees to honor it in the Delaware Court of Chancery. This is the same approach the Anthropic trust uses, and it is engineered by drafting rather than inherited from the state.

Primary standing enforcer

The Tessera Initiative

A Delaware nonstock corporation exempt under § 501(c)(3), for as long as it exists and remains exempt. Naming a charity as the standing enforcer is the mechanism that reclaims charity-grade accountability without placing control of the company in a charity's hands. The Initiative runs the programs and enforces the Trust; it does not control the company.

Additional enforcers

Long-term stockholders

Any stockholder or group that has held a meaningful stake, on the order of ten percent, for a sustained period, on the order of three years, gains standing as an additional enforcer. Exact thresholds are set at execution. Those with durable capital at risk can also hold the trustees to the Purpose.

The mechanism Each enforcer, when exercising its authority, is a fiduciary of the Purpose and submits to the personal jurisdiction of Delaware. If ever no designated enforcer is willing and able to serve, any person with an interest in the Purpose beyond the general public interest may petition the Court of Chancery to appoint one. Outside these enforcers and the Court, no one has standing to enforce, modify, or challenge the Trust, and no settlor's successor may appoint or remove a trustee.

§ 07

The failsafe, and its limits

Strong, but not a dead hand.

A lock that can never change is brittle, and courts are wary of provisions meant to bind forever. The Trust is built to be durable without being a dead hand. Its own powers and terms, other than the Purpose itself, can be amended by a supermajority of the company's stockholders without the trustees' consent, on the model of the Anthropic Long-Term Benefit Trust. The required supermajority rises as the Trust's control phases in, so that evolving the governance always takes a broad and durable consensus, never an ordinary majority.

75%Before the Trust's appointees are a board majority

85%Once they constitute a board majority

90%After the Trust has held control five years

Underneath the failsafe sits a core that cannot be altered at all while any Tessera school operates: the Purpose itself, the veto over a sale of the company, the veto over amending the charter and its public benefit purpose, and the veto over any loss of the Trust's control. Amending the Class M provisions in the charter separately requires both the Trust's written consent and an eighty percent stockholder vote, with that same non-amendable core carved out again. This is deliberately strong; it is deliberately not absolute. A durable consensus can evolve the governance over time. No ordinary majority can quietly unpick the lock.

§ 08

If the Trust ever ends

The remainder goes to a charity, never to heirs.

The Trust is intended to be perpetual and has no scheduled termination. But an instrument should say what happens in the case it is built to avoid. If the Trust ever terminates for any reason, its estate, including the Class M stock, passes by an express remainder to a Delaware nonstock organization described in § 501(c)(3) with purposes substantially similar to the Purpose, designated by the enforcers. This express remainder displaces the default reversion that Delaware law would otherwise apply under 12 Del. C. § 3592, so that no settlor's successor, and no founder's heir, can ever take an interest in the control stock. If the Trust fails as a valid purpose trust, the Class M stock passes the same way, to a substantially similar charity. Control never falls back to private hands.

§ 09

This is not novel

The form that has actually held up.

None of this is invented for Tessera. Every load-bearing piece is borrowed from a structure that already exists and already works at scale. We chose the parts that have survived contact with real money.

Anthropic

The Long-Term Benefit Trust.

A Delaware purpose trust holds a low-economic control class and appoints a portion of the board, with board rights that phase in and a stockholder-supermajority failsafe. That is Tessera's Class M design, already built and operating inside a company that raises capital at scale. The enforcer-and-failsafe machinery on this page follows the same pattern.

Patagonia

Voting split from value.

Patagonia's ownership was placed so the company could not be sold or taken public against its mission: a purpose trust holds the voting stock, while a separate nonprofit, the Holdfast Collective, holds the economic stock. Tessera splits the same way. The Trust holds control; the economics sit elsewhere and never buy the board.

§ 10

The instruments

Three documents carry the whole structure.

The design is defined by three instruments. They are in draft, for counsel review. We will share the current drafts with a founder's counsel on request. We are not posting them here, because they are not yet executed and their bracketed terms are still open.

Trust Agreement of The Tessera Stewardship Trust

The instrument itself: the declared Purpose, the five trustees and their composition, the enforcers, the failsafe, and the express remainder. Drafted so that the company is the grantor for tax purposes, the transfer being made for the company's own business purpose rather than gratuitously by its stockholders.
Delaware 12 Del. C. § 3556 · draft
Certificate of Incorporation of Tessera Education Group, PBC

The company's charter: the public benefit purpose, the Class M Mission Stock, the board-appointment right, the six vetoes, and the amendment failsafe. This is where the lock is written into corporate law.
Delaware public benefit corporation · draft
Stockholders Agreement

The agreement among the company and its stockholders, sitting expressly below the Class M vetoes, including how the remaining board seats are filled and the insolvency standard for a school-level closure.
draft

Request the drafts for counsel

§ 11

Precise definitions

The terms, said once and exactly.

A glossary, because precision is the whole product on this page. Where a term has a legal source, it is cited.

Purpose trust: A trust established to carry out a stated purpose rather than to benefit named people. It needs no beneficiary and no tax exemption.12 Del. C. § 3556
The Purpose: The single declared object of the Trust: to keep the company a mission-controlled steward of authentic Montessori schools in perpetuity. The trustees' duty runs to it, not to any person.
Class M Mission Stock: The control class held only by the Trust. Elects a board majority and carries the six vetoes; par value only, no dividend, non-transferable.
Mission Directors: The directors elected by Class M, a majority of the board, at least one of whom always holds an AMI credential.
Enforcer: A person or entity with standing to compel the trustees to honor the Purpose in the Court of Chancery, in place of Attorney General oversight. Each is a fiduciary of the Purpose.12 Del. C. § 3556(5)
Non-amendable core: The Purpose and the vetoes over sale of the company, amendment of the public benefit purpose, and loss of Trust control. Cannot be altered while any school operates.
Express remainder: The named destination of the trust estate on any termination: a substantially similar 501(c)(3), never a settlor's successor. Displaces the statutory reversion.12 Del. C. § 3592
PBC: Public benefit corporation. A Delaware for-profit whose directors weigh a stated public benefit alongside stockholder returns. The company, Tessera Education Group, is one.

§ 12

For counsel

The open questions, listed honestly.

A precise page names its own gaps. These are the points still open for exempt-organizations and corporate counsel. They are the reason the documents are drafts.

Perpetual situs. Confirm that § 3556 and 25 Del. C. § 503 give perpetual duration as drafted, and that no recent Delaware amendments alter the enforcer or fiduciary treatment.
Company as grantor. Issuing Class M straight to the Trust for the company's own business purpose should make the company, not its stockholders, the grantor under Treas. Reg. § 1.671-2(e)(4). Paper the business purpose in the authorizing resolutions.
Conflict of laws. Whether Delaware situs fully governs the perpetual trust when schools operate in states less friendly to noncharitable purpose trusts. The operating assets sit in per-state LLCs under the company, and the Trust holds only Delaware stock, which should insulate the question; confirm it.
The companion charity. The Initiative's public-support qualification, now straightforward, plus the treatment of any modest profit pledge from the company for public-support purposes.
The Trust's own tax profile. Likely negligible with par-value, no-dividend Class M; confirm filing obligations.

Contact Counsel with questions, or a founder's counsel who would like the current drafts, can write to trust@tesserastewardship.org. We answer precisely, in writing.