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The Will, the Trust, the Corporation

The following is a brief explanation of how the Corporation came about and the relationship between Helen's Will, the Trust that it created, and the Corporation. This is a little bit complicated, so don't be surprised if you find it confusing.

Helen's Will created a Trust into which the property of Wind Hill Farm was placed, along with some modest liquid assests that have been invested in the stock market for the purpose of paying the taxes and making repairs on the farm. Eliot Woodbridge was named executor of theWill and Trustee of the Trust. The trustee was given very broad powers to manage these as he/she sees fit. The terms of Will required the Trust be disolved and distributed to Helen's descendants on a "per stirpes"* basis (I'll explain this part below) when the last of her children die or are no longer interested in the property. What this meant is that the farm would have to be sold so that the assets could be distributed.

Prior to Helen's death, she started the work, with a lawyer, to change her Will to provided for the long-term preservation of Wind Hill Farm by incorporating it. The assests of the Trust would be incorporated and Corporation would then issue shares to the Trust that would hold, manage, and distribute to the descendants per the terms of her Will. She passed away before this effort could be completed, but within the law, it was possible for Eliot as executor/trustee to complete this effort, being it was Helen's wish and desire.

So today, there is a Woodbridge Farm, Inc. that was incorporated in 1986. The corporation issued 600 shares of stock, all of which are held by the Trust that Helen's will created. Since all the stock is held by the Trust, and the Trustee votes all the shares and must do so within the terms and constraints of the Will and the laws binding him/her as Trustee.

When the last of Helen's children die or are no longer interested in the property, the Trust will have to be dissolved and the assests distributed to Helen's descendants on a per stirpes basis. *Per stirpes means that each of Helen's children will get a 1/5 interest (or 600/5 = 120 shares) to be equally devided among their children. Thus Elsa's children will get each receive 20 shares (including Zachary), Eliot's 20 shares, Kay's 24 shares, Edith's 30 shares, and Dudley's 60 shares.

So, I hope this makes things clearer, if not email me your questions and I will do my best to answer as I understand things. Please remember that I am not a lawyer, if you want or need a legal opinion, please contact your own lawyer. I will be happy to provide my opinions and beliefs, but remember that they are just that.