I, Theodore Bodenwein, of New London, Connecticut, do make, publish, and declare the following to be my last will and testament.
Theodore Bodenwein, owner and publisher of The Day from 1891-1939
ARTICLE FIRST. I have devoted nearly all my life to building up a newspaper in New London which should become a recognized institution in the community, a leading factor in the growth, development, and improvement of the city and vicinity and the happiness and prosperity of the people. I believe a newspaper should be more than a business enterprise. It should also be the champion and protector of the public interest and defender of the people's rights. I am not unmindful that I owe the success of The Day in large degree to the confidence and support of the people of Eastern Connecticut, and I believe the profits of the large business I have created with their help should, except for the provisions I have made for my dear wife and for my children, be returned to the community for the purposes hereinafter provided. For this reason I have created the following trusts. It is my hope that there will be a substantial increase in the profits of the Day Trust by reason of the increase in the size of its field and that through this means large sums will be available to the Foundation hereinafter described. Much of my success in operating The Day Publishing Company has been due to the loyalty and assistance of its employees. Much of any future success is equally dependent upon those employed. I authorize liberal compensation and various forms of assistance and rewards, such as insurance, bonuses and pensions, be established by the Day Trustees, hereinafter described, so far as they in their discretion consider that wise management permits.
ARTICLE SECOND. All debts, expenses, cost of administration, and taxes are to be paid; first, from property other than my stock in The Day Publishing Company owned by me at the date of my death; second, from dividends declared on stock of The Day Publishing Company out of surplus of that Company existing at the time of my death; and, third, out of income received in the remainder of the year of my death and the year following, including dividends declared during said time on stock of The Day Publishing Company out of its earnings during that period. I desire to avoid, if possible, a pledge or sale of any of The Day Publishing Company stock.
ARTICLE THIRD. I charge my executors with distributing to the Foundation, as hereinafter defined, in lieu of any statutory allowance, such sums as will permit said Foundation Trustee to pay to my wife one thousand dollars ($1,000.00) each month during the administration of my estate. I authorize my executors to cause the necessary dividends to be declared on The Day Publishing Company stock to effect this purpose. This provision is subordinate to the provisions of Article Second.
ARTICLE FOURTH. I give and bequeath all of my stock in The Day Publishing Company, including all my interest as the same now is or may hereafter be in the six hundred (600) shares of The Day Publishing Company stock in which my wife, Edna S. Bodenwein, by reason of a trust created by me, has an interest, to the trustees hereinafter named, and their successors, in trust (to be known as the Day Trust and said trustees to be known as the Day Trustees), however, for the following uses and purposes:
A. To hold said stock; to manage and operate by means thereof a newspaper to be published in New London, Connecticut, hereinafter referred to as "The Day", and morning or Sunday newspapers, or both, should the growth in the field or competition warrant it: to so manage said newspaper or newspapers as to provide liberal compensation and various forms of assistance and rewards, such as insurance, bonuses, and pensions, to its employees; to pay sufficient salaries to assure a high type of executives and skilled writers and workmen; to make provision for providing in the course of time a new building to house the paper and such other tenants as they consider it desirable to provide space for, such building to be distinctive in character, a credit to the City architecturally, and an evidence of a farsighted policy; to constantly improve and maintain the mechanical plant used for publishing the paper; to maintain reasonable reserves for all of the above and for unforeseen contingencies, including taxes; said provisions as to compensation, assistance, and rewards to employees, salaries to executives, the erection of a building, and the maintenance of reserves are to be in every respect at the discretion of said trustees, and said trustees to be mindful always, in making such expenditures or reserves therefor, of my desire that the Foundation receive sufficient funds to pay the sums hereinafter provided for my wife and children: to annually determine the net income from said business over and above all expenditures and reserves: to pay out of said net income all taxes and expenses in connection with the trust, and pay all remaining net income to The National Bank of Commerce, as Trustee, as hereinafter set forth, of The Bodenwein Public Benevolent Foundation.
B. In the event that the Trustees of the Day Trust shall cease to publish a newspaper in New London, Connecticut, or fail to pay to said Bank, as said Trustee, in each of any two successive calendar years following the year after the year of my death the sum of twenty-five thousand dollars ($25,000.00), then said trust shall terminate as soon thereafter as said trustees can, in their reasonable discretion, sell said stock or the property held in lieu thereof, the terms of said sale to be approved by the Probate Court and said trustees shall then forthwith thereafter pay all sums properly payable for taxes and expenses connected with the administration of said trust and pay over all of the principal and income remaining to said The National Bank of Commerce, as said Trustee of The Bodenwein Public Benevolent Foundation, hereinafter called the Foundation.
C. Until the termination of the Day Trust, the Trustees of the Day Trust shall consist of five trustees, one and only one of whom shall be a director of The National Bank of Commerce, two (but not more than two) of whom must be exclusively employed in publishing the newspaper published by said Day Trust. Vacancies may be filled, if done within sixty (60) days, by majority vote of the survivors, except that said Bank shall fill any vacancy as to the Bank Trustee. In event of the failure by said Bank or said trustees to fill such vacancy within sixty (60) days then such vacancy shall be filled by the Probate Court of the State of Connecticut having jurisdiction of the trusts herein created, observing, however, the intentions of this instrument in reference thereto. That trustee who is a Director of The National Bank of Commerce, or is an employee trustee, shall cease to be such upon ceasing to be such director or employee. Those acting as Directors of The Day Publishing Company at the time of my death shall be the original. trustees. If at such time there are less than five, any vacancy shall be filled as aforesaid. The agreement of a majority of the trustees shall determine all matters, except that while there is any vacancy, the approval of all shall be required. Successor trustees shall have the same power as original trustees. The Trustees of the Day Trust shall hold a meeting at least once a month at such time as they determine, and each trustee shall receive for each such meeting attended by him the sum of one hundred dollars ($100.00) for a total of not more than twelve (12) meetings in any calendar year, and the sum of twelve hundred dollars ($1200.00) in any calendar year received in respect to such meetings shall be the maximum amount which any trustee shall receive for all of his services performed during such calendar year, except that in any year when the Day Trustees pay to the Trustee of The Bodenwein Public Benevolent Foundation one hundred thousand dollars ($100,000.00), then each of them shall be entitled to additional reasonable compensation. Employee trustees shall be entitled to compensation as trustees in addition to such sums as they are properly entitled to for their services as employees without regard to duplication of services. My son, Gordon Bodenwein, is now employed by The Day Publishing Company. Although I give full discretion to my trustees, I trust and believe that at some future date his services may justify his being employed as publisher and being made a trustee.
ARTICLE FIFTH. I give, devise, and bequeath any sums or other property paid over or transferred to said The National Bank of Commerce by my Trustees of the Day Trust in trust (to be known as The Bodenwein Public Benevolent Foundation), however, for the following uses and purposes:
A. To hold, manage, invest, and reinvest said trust estate, receiving the issues, profits, and income thereof; and after paying all taxes, disbursements, charges, and expenses incident to such trust and trust estate properly chargeable against the principal and income, to thereafter expend the income and principal of said trust in the following manner, exhausting available income, however, before disbursing principal:
B. To pay nine-tenths (9/10) of the same to my wife, Edna S. Bodenwein, and to my children, Gordon Bodenwein and Elizabeth B. Miles, so long as all of them are living, said sums to be paid annually or more often, one-half of the same to be paid my wife, the other one-half to be divided equally between my two children. Upon the death of my son, during the period thereafter that he is survived by my wife and my daughter, said sum shall be divided equally between them. The same shall be true as to my son and my wife if my daughter dies leaving them surviving. Upon the death of my wife said sum shall then be divided equally between my children so long as they are both living. During any time when only my wife or my son or my daughter is living, then all of said sum shall be paid to such survivor during his or her life. The trusts created in this paragraph shall terminate upon the death of the last survivor of my wife and my said children.
C. After making payments as aforesaid then all remaining net income and principal shall be paid or expended as follows: Said Trustee, by a vote of a majority of its Board of Directors, shall determine upon a use within the limitations hereinafter provided, and shall determine the amount to be utilized for such purpose, and the manner in which it shall be made available. The uses to which said Trustee is restricted are the following:
(a) Payments may be made to the Town or City of New London, the Town of Groton, the Town of Waterford, or any town contiguous to any of the same, or any town or city in the State of Connecticut in which any newspaper published by the Day Trustees has a substantial circulation, providing said payment is made for a purpose exclusively public; or said Trustee may expend said sum for any exclusively public purpose in respect to any of said towns or cities:
(b) Payments may be made to any corporation organized under the laws of the State of Connecticut, providing said corporation is engaged solely in religious, charitable, scientific, or educational purposes, and providing that the sums so paid are restricted to the use exclusively for one or more of such purposes within one or more of the towns or cities above described; or said trustees may expend any sum for such purposes. No such trustee or corporation shall be engaged in carrying on propaganda or influencing legislation, nor shall the earnings of any such corporation inure to the benefit of any stockholder or individual. Said Trustee should not make a large accumulation before providing funds for any of the above purposes but should utilize small sums at the same time that it may accumulate amounts for objects requiring large sums.
D. In the event of the termination of the Day Trust then, although paragraphs C, (a), and (b) shall still be applicable, the distributions provided for by said paragraphs shall thereafter be made out of income and not out of principal.
E. Said Bank, in the investment of trust funds, shall be limited to those investments which are legal for the investment of trust funds under the laws of the State of Connecticut as such laws exist at the time of making any such investment as to seventy-five per cent (75%) of said trust funds but may invest the remaining twenty-five per cent (25%) irrespective of any statutory limitation. If at any time more than twenty-five per cent (25%) of said trust funds are invested in investments other than those legal for the investment of trust funds under the laws of the State of Connecticut, said Bank shall have a reasonable time in which to dispose of said excess. Said percentages shall be so construed as to apply to the trust funds as the same exist from time to time.
ARTICLE SIXTH. All the rest, residue, and remainder of my property I give to my wife, Edna S. Bodenwein.
ARTICLE SEVENTH. No bond shall be required of any executor or of any trustee named hereunder, or of any successor trustee to any trustee named hereunder, except that a reasonable bond shall be procured by the Day Trustees, at the expense of said Trust, as to any of said Trustees holding funds or negotiable securities of the Day Trust.
ARTICLE EIGHTH. In the event that, in the opinion of the Day Trustees, there is a substantial, justifiable saving, at any time, from the standpoint of taxes, by having The Day Publishing Company dissolved and its assets held by the Day Trustees, or in having the sums hereinabove to be paid by The Bodenwein Public Benevolent Foundation to my wife and children paid to them by the Day Trust, then in that event the trusts hereinabove created shall be so construed as to permit the Day Trustees to hold directly the assets of The Day Publishing Company rather than to hold the stock of The Day Publishing Company and to permit them to make the distributions to my wife and children which otherwise will be made by The Bodenwein Public Benevolent Foundation.
ARTICLE NINTH. I appoint those who at the time of my death are qualified to act as the Trustees of the Day Trust the executors of this will.
ARTICLE TENTH. I hereby revoke all wills heretofore made by me.
IN WITNESS WHEREOF I have hereunto set my hand and seal this 24 day of October, 1938.
THEODORE BODENWEIN [SEAL]
Signer, sealed, and declared to be his last will and testament by the above named testator, Theodore Bodenwein, in the presence of us, who, in his presence and at his request and in the presence of each other, have hereunto subscribed our names as witnesses.
JAMES M. SHAY DDS
GEORGE E. CLAPP
JOSEPHINE L. GOMES
State of Connecticut
SS. New London, Oct. 24, 1938.
County of New London
The undersigned, James M. Shay DDS George E. Clapp, and Josephine L. Gomes, being duly sworn, depose and say that they witnessed the within will of the within named testator, Theodore Bodenwein, and subscribed the same in his presence and at his request and in the presence of each other; that the said Theodore Bodenwein, at the time of the execution of said will, appeared to them to be of full age and of sound mind and memory; and that he signed said will and declared the same to be his last will and testament in their presence; and that they make this affidavit at the request of said testator.
JAMES M. SHAY DDS
GEORGE E. CLAPP
JOSEPHINE L. GOMES
Subscribed and sworn to, at the request of the within named testator, Theodore Bodenwein, the day and year above written, before me,
ERNEST L. WHITON