The instruments, and the terms said exactly.

§ 10

The instruments

Three documents carry the whole structure.

The design is defined by three instruments, in draft for counsel review. We share the current drafts with a founder's counsel on request rather than posting them here.

• 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.

  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

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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.

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For counsel

Drafts, shared on request.

The instruments are in draft for review by exempt-organizations and corporate counsel. A founder's counsel who would like the current drafts, or counsel with questions about the structure, can write to us and we answer precisely, in writing.