How control works

Class M Mission Stock, and the six vetoes.

The control class the Trust holds, what it can veto, and why it cannot be sold or transferred.

§ 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 The lock lives in governance rather than in a cap on returns. Economic caps can be renegotiated when a company becomes valuable and the pressure to loosen them is highest. A hard right to appoint the board, held by an entity that cannot be pressured to give it up, is far harder to unwind. That is why control here is a matter of who chooses the directors, not a limit on anyone's upside.

§ 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.