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.
§ 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.
§ 02
Where control sits
Control sits in a purpose trust, not with the money.
Control of the company does not rest with its managers, its investors, or anyone who could be pressured to sell. It rests in The Tessera Stewardship Trust, a Delaware noncharitable purpose trust whose only reason to exist is the permanence of these schools.
A purpose trust is the right instrument because it is built to hold control for good. It has no beneficiary and no owner to buy out; it simply carries out its stated Purpose. It can hold the entire control class in perpetuity, and Delaware's treatment of perpetual trusts for personal property (25 Del. C. § 503) lets the Trust's life match the schools it protects. It is not a charity and does not depend on charitable status, so nothing about its ability to hold control has to be requalified year after year.
The whole control class, permanently.
The Trust holds the Class M Mission Stock: a majority of the board and the vetoes below. It cannot transfer that control, and it holds it for as long as any Tessera school operates.
A purpose, not a preference.
Trustees answer to the stated Purpose, enforced by named enforcers. There is no shareholder to satisfy and no clock to run, so there is nothing for a future board or investor to lean on.
§ 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.
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.