by Holman Day
XVIII ~ HOW AN ANNUAL MEETING WAS HELD--ONCE!
O, a ship she was rigged and ready for sea, And all of her sailors were fishes to be! Windy-y-weather, Stormy-y-weather! When the wind blows we're all together! --The Fishes.
Fletcher Fogg, suave, dignified, radiating business importance,freshened by a barber's ministrations, walked into the Franklinlaw-offices the next morning at nine-thirty.
He announced himself to a girl typist, and she referred him to a youngman who came forth from a private room.
"I have power of attorney from Mr. Franklin to transact his routinebusiness," explained the young man. "Of course, if it's a new case or aquestion of law--"
"Neither, neither, my dear sir! Simply a matter of routine. But," heleaned close to the young man's ear, "strictly private."
Mr. Fogg himself closed the door of the inner office when the two hadretired there.
"One of your matters to-day, I believe, is the annual meeting of theVose line. I am a stockholder."
Fogg produced a packet of certificates and laid them on the desk.
"Are there to be any officers or other stockholders present?" he asked,showing just a bit of solicitude, in spite of himself.
"I think not," returned the young man. "Nothing has been said about it.The proxies and instructions have been sent in, as usual, by registeredmail." He indicated documents stacked on the desk. "I was just about tobegin on the matter."
"I suppose our proxies run to the clerk of the corporation, as usual,with full power of substitution, clerk to follow instructions," saidMr. Fogg, a bit pompously, using his complete knowledge of corporationroutine.
"Yes, sir. We handle most of the corporation meetings that way when it'sall cut and dried. In this case, it's simply a re-election of the oldofficers."
"Exactly!"
Mr. Fogg pulled his chair closer, dabbed his purple handkerchief oneach side of his nose, and inquired, kindly and confidentially: "My son,what's your name?"
"David Boyne."
"Law student here--secretary, eh?"
"Yes, sir."
"Exactly--and a long, hard pull ahead of you. It's too bad you're not inNew York, where a young man doesn't have to travel the whole way around,but can cut a corner or two. I could give you a lot of examples ofbright young chaps who have grabbed in when the grabbing was good.
"But I haven't the time. You take my word for it. I'm a plain, outspokenbusiness man, and I'm in with the biggest financial interests in NewYork. And I'm going to offer you the grandest opportunity of your liferight now, David."
He picked up his certificates and arranged them in one hand, as a playerarranges his cards.
"I have here ten shares, say, and each share is owned by a differentindividual--all good men. You don't know them, but I do. They areconnected with our big interests. And I'm right here as a stockholder.Do you realize, David, that instructing you to hold this meeting withouta single stockholder present is really asking you to do something that'snot strictly legal?"
"We usually do it this way," faltered Boyne.
"Exactly! Men like those who are running the Vose line are always askingan innocent man to do something illegal. I'm going to come right tothe point with you, David. Those old moss-backs who have sent thoseinstructions are trying to wreck the Vose line. I want you to disregardthose instructions. I am anxious to be president and general managerof the line. I want you to elect as directors these stockholders." Hetapped his finger on the certificates.
The young man was both frightened and bewildered. He turned pale. "Ican't do that," he gasped.
"Yes, you can. There are the proxies. It's up to you to vote 'em as youwant to. They allow full power of substitution, usual fashion!"
"But I can't disobey my instructions."
"I say you can, if you've got grit enough to make a good thing foryourself."
"Such a thing was never done here."
"Probably not. It's a new idea. But new things are being done rightalong in high finance. You ought to be up where big things are happeningevery day. You stand in with me, and I'll put you there. You see, I'mgetting right down to cases on this matter with you, David. Vote thoseproxies as I direct and I'll hand you five thousand dollars inside oftwo hours, and will plant you in a corking job with my people as soon asthis thing calms down. I could have palavered a long time before comingto business in this way, but I see you're a bright young fellow anddon't need a lot of hair-oil talk. I don't ask you to hurt anybody inespecial. You can elect the old treasurer--we don't want to handle themoney--this is no cheap brace game. But I want a board of directorswho will put me in as general manager until certain reforms can beinstituted so as to bring the line up to date. Five thousand dollars,mind you, and then you'll be taken care of."
"But I'll be put into state prison."
"Nonsense, my boy! Why would you vote those proxies according to yourinstructions? Why, because it would be for your interest to do so ifI hadn't come in here with a better proposition. Now it's for yourinterest to vote 'em as I tell you. The most they can make out of itis a breach of trust, and that amounts to nothing. With five thousanddollars in your mitt, you wouldn't need to hang around here to takea lot of slurs. I'll slip you another thousand for your expenses on alittle trip till the air is all clear."
Boyne stared at this blunt and forceful tempter; his hand which clutchedthe chair-arms trembled; "I'm going to be still more frank with you,my boy. And, by the way, you must know that I'm no mere four-flusher.You've heard of Fletcher Fogg, eh? You knew who I was when you got thatwire from me yesterday?"
"Why, yes, I know of you through our corporation work, sir."
"Exactly!" Mr. Fogg assumed even more unctuously the manner of an oldfriend. "Now, as I say, I'm going to be frank--take you in on the groundfloor. Of course, they can have another--a special meeting of the Voseline after a thirty days' notice to the stockholders. They will probablycall that meeting, and I don't care if they do. But I have an ambitionto be general manager of the line for those thirty days to make--well, Iwant to make a little investigation of general conditions," declared Mr.Fogg, resorting to his purple handkerchief. "That's all I care to say.At the end of thirty days we may--I'm speaking of the big interestsI represent--we may decide to buy the line and make it really worthsomething to the stockholders. You understand, I hope. It's strictlybusiness--it's all right--it's good financiering. After it's all overand those old, hardshell directors wake up, I'll venture to say they'llbe pleased all around that this little turn has been made. In themean time, having been taken care of, you needn't mind whether they'repleased or not."
Boyne looked at the sheaf of certificates in Fogg's hand; he bentfrightened gaze on the documents stacked on the desk. They lay thererepresenting his responsibility, but they also represented opportunity.The sight of them was a rebuke to the agitated thoughts of treasonwhich assailed him. But the mere papers had no voice to make that rebukepointed.
Mr. Fogg did have a voice. "Five thousand dollars in your fist, my boy,as soon as I can work the wire to New York--and there's no piker aboutthe man who can have five thousand flashed in here when he asks for it.You can see what kind of men are behind me. What do you care about oldman Vose and his crowd?"
"There's Mr. Franklin! I'll be doing a mighty mean trick, Mr. Fogg. No,I'll not do it."
Mr. Fogg did not bluster. He was silent for some time. He pursed hislips and stared at Boyne, and then he shifted his gaze to the ceiling.
"It's too bad--too bad for a young fellow to turn down such anopportunity," he sighed. "It can be done without you, Boyne, in anotherway. The same result will happen. But you might as well be in on it.Now let me tell you a few instances of how some of the big men in thiscountry got their start."
Mr. Fogg was an excellent raconteur with a vivid imagination, and it didnot trouble his conscience because the narratives he imparted to thiswide-eyed youth were largely apocryphal.
"You see," he put
in at the end of the first tale, "what a flying startwill do for a man. Suppose that chap I've just told you about sat backand refused to jump when the road was all open to him! You don't hearanybody knocking that man nowadays, do you? And yet that's the trick hepulled to get his start."
With a similar snapper did Mr. Fogg touch up each one of his stories ofsuccess.
"I--I didn't have any idea--I thought they managed it some other way,"murmured David Boyne.
"Your horizon has been limited; you haven't been out in the worldenough to know, my son."
"I have heard of all those men, of course. They're big men to-day."
"You didn't think they got to be millionaires by saving the money out ofclerks' salaries, did you? Of course, Boyne, I admit that in thisaffair you'll be up to a little sharp practice. But you're not stealinganything. Nobody can lug off steamships in a vest pocket. It's only adeal--and deals are being made every day."
Fogg was a keen judge of his fellow-men. He knew weakness when he sawit. He could determine from a man's lower lip and the set of his nosewhether that person were covetous. And he knew now what signified theflush on Boyne's cheeks and the light in his eyes. However, there wassomething else to reckon with.
"I will not betray Mr. Franklin's confidence in me. Positively, I willnot," said the young man. "He's sick, and that would make it worse."
"How sick is he?"
"He is very, very ill. It was an operation, and he has had a relapse.But we hope he's coming out all right."
"What hospital is he in?"
Boyne gave the name.
"I think I'll call up and ask when it is expected that he can seevisitors," announced Fogg, with business briskness. "I wish Franklin hadbeen here on deck--Franklin, himself."
"I don't believe Mr. Franklin would turn a trick of this sort," assertedthe clerk. "I'd hate to face him, after doing it myself."
"Franklin would be able to see further into a financial deal than ayoung chap," said Mr. Fogg, severely, and then he found his number andmade his call. "Good heavens!" he blurted, after a question. "I am inhis office. Yes, I'll tell Boyne."
With a fine affectation of grief and surprise, he snapped thetransmitter upon the hook and whirled on Boyne. His back had been towardthe young man--he had spoken with hand across the receiver.
"He has just died--he's dead! Franklin has passed away."
"I would have been notified," gasped Boyne.
"They were just going to call you. You heard me say I'd inform you."
"But I must call the hospital--offer my services. I must go up there."
Mr. Fogg put out his hand and pressed the young man back into his chair."A lulu must be played quick and the pot raked sudden," he reflected.
"Just a moment, my son. Now you're standing on your own bottom. Youwon't have to explain to Mr. Franklin."
He pointed to the clock. His stories had consumed time. The hour wasten-thirty-five.
"That annual meeting of the Vose line was called for ten of the clockto-day. Mr. Franklin was alive at that hour. He was the clerk of thatcorporation. What happens now will not embarrass you so far as he'sconcerned. Be sensible. Make a stroke for yourself. You're out of a job,anyway. Go to it, now."
Fogg spoke sharply, imperiously. He exerted over the young man all theforce of his personality.
"Five thousand dollars--protected by my interests--slipped out of sightfor a few months--it's easy. Sit down there and make up your records;vote those proxies. Vote 'em, I say. This meeting was held at teno'clock. Make up your records."
He stood over Boyne, arguing, promising, urging, and the young man,at last, sweating, flushed, trembling, bent over his documents, sortedthem, and made up his records.
"We'll send on a copy to the office of the Vose line by registeredmail," commanded Fogg. "Attest it as a copy of the true record bynotary. When it drops in on 'em I will be there, with my directors andmy little story--and the face of Uncle Vose will be worth looking at,though his language may not be elevating. You come out with me, Boyne.I'm going to the telegraph office."
"But I must get in touch at once with Mr. Franklin's family--offer myservices," pleaded the clerk.
"There isn't a thing you can do right now," snapped the masterfulgentleman from New York. "I suggest that you close the office. Send thegirl home. You should do that much out of respect to your employer'smemory."
Ten minutes later the record had been mailed and the flustered Boynewas trotting around town with Mr. Fogg. The latter seemed to have atremendous amount of business on his hands. He hired a cab and washustled yon and thither, leaving the young man in the vehicle, withinstructions to stay there, whenever a stop was made. But at last Mr.Fogg returned from an errand with some very tangible results. He put apacket of bank-notes into Boyne's shaking hands.
"Did you ever see as much real money before, my son?" asked Fogg,genially. "That's your five thousand. And here's five hundred towardthat expense money we promised. I'm suggesting that you leave townto-night. Tuck that cash away on yourself and duck out of sight."
Having secured the money and placed that powerful argument in the youngman's hands, Mr. Fogg's hurry and anxiety seemed to be over. When he hadseen the packet buttoned inside Boyne's coat he smiled.
"The trade is clinched and the job is done, son, and I feel sure that,being a healthy young American citizen with plenty of cash to pay yourway, you're not going to let go that cash nor do any foolish squealing."
"I've gone too far to back out," admitted Boyne, patting the outside ofhis coat. "But it seems like a dream."
"I've heard a little piece of good news while I've been runningaround--forgot to tell you," said Fogg, in a matter-of-fact way."That fool attendant at the hospital must have misunderstood me, or Imisunderstood him. Franklin isn't dead."
"He-isn't-dead?"
"No. Last report is that he's better this forenoon. But that's the waysome of these crazy attendants mix things up when anybody inquires at ahospital. Now, of course, seeing that the registered copy is on its wayand Franklin is getting better, that's all the more reason why you don'tcare to hang around these diggings and be annoyed. I've got a scheme. Itwill take you out of town in a very quiet style. I have telephoned downto the docks, and there's a Vose freighter in here discharging rails. Doyou live at home or at a boarding-place?"
"I board," said Boyne, still wrestling with the sickening informationthat he had betrayed an employer who was alive; somehow the sentimentthat it was equally base to betray a deceased employer had not impresseditself on his benumbed conscience. He was now keenly aware that hefeared to meet up with a living and indignant Lawyer Franklin. Foggquestioned, and Boyne gave his boarding-house address.
"We'll drive there, and I'll wait outside in the cab until you canscratch together a gripful of your things. Don't load yourself down toomuch. Remember, you've got plenty of cash in your pockets."
A little later Fogg escorted the young man up the gang-plank of the_Nequasset_, from whose hold the last of her load of clanging rails wasbeing derricked by panting windlass engines. To Captain Zoradus Wass,who was lounging against the rail just outside the pilot-house, Mr. Foggmarched with business promptitude, and spoke with assurance.
"Captain, my name is Fletcher Fogg. Within forty-eight hours thedirectors of the Vose line will elect me president and general manager.That news may be rather astonishing, but it's true."
The veteran skipper did not reply. He shifted a certain bulge from onecheek to the other.
"Well?" queried Fogg, a bit sharply.
"I ain't saying anything"
"You believe what I tell you, don't you?"
"I don't know you."
"This young man is David Boyne, acting clerk of the Vose linecorporation. The annual meeting has just been held in this city. He madethe official records. He will tell you that a new board of directors hasbeen chosen--the old crowd is out."
"That is so," stated Boyne, obeying the prompting of Fogg's quickglance.
"I don't know
you, either."
Mr. Fogg was not abashed. "It isn't especially necessary that you knowus. How soon do you leave?"
"We're going out light as soon as them rails are on the wharf."
"I am sending Mr. Boyne with you on a tour of inspection, captain.Please give him quarters and use him right."
"Nothing doing till I get orders from the owners," declared CaptainWass.
"Haven't I told you that I shall be general manager of this lineto-morrow, or next day, at the latest?"
"When you're general manager come around and give off your orders, sir."
"I'll do it. I'll come aboard in New York--"
"I'm ordered to Philadelphia," prompted Captain Wass. "That's whereyou'll find me."
"Philadelphia, then! I'll come aboard and fire you."
"Do just as you feel like doing."
"You refuse to take along this young man?"
"This ain't a passenger-boat. I don't know you. Show orders fromowners--otherwise nothing doing."
Mate Mayo had come out of his cabin, near at hand. With a young man'squicker perception of possibilities and contingencies he realized thathis skipper might be letting an old man's obstinacy block common sense.
The first mate had an eye for men and their manners. He had beenlistening to Mr. Fogg. That gentleman certainly seemed to know what hewas talking about. And young Mate Mayo, having a nose for news as wellas an eye for men, understood that the coast transportation businesswas in a touchy state generally. He gave Mr. Fogg further inspection anddecided that a little skilful compromising was advisable.
"Captain Wass, will you step aside with me a moment?" asked the mate.
"What for?"
"I want to have a word with you."
"Have it right here," said the captain, tartly. "I never have anybusiness that's got to be whispered behind corners." He scowled when hismate gave him a wink, both suggestive and imploring. "Spit it out!"
"The law doesn't allow us to take passengers, as you suggest. Andnaturally you don't like to act without orders from owners." He lookedat Mr. Fogg as he spoke, plainly offering apology to that gentleman."But we need a second steward and--"
"We don't!" Captain Wass was blunt and tactless.
"I beg pardon--we really do. And we can sign this young man in a--a sortof nominal way, and then when we get to Philadelphia we'll probably findthe matter all straightened out."
"What's your name?" asked Mr. Fogg.
"Boyd Mayo, sir. First mate."
"Mr. Mayo, you're a young man with a lot of common sense," declaredFogg.
To himself, staring at the young man, he said: "I'm going to play thisgame out with two-spots, and here's one ready for the draw!"
"I'll see you in Philadelphia, Mr. Mayo," he continued, aloud. "I amexactly what I say I am. Captain Wass, you've got something coming toyou. Mr. Mayo, you've got something coming to you, also--and it'sgood!" His assertiveness was compelling, and even the captain displayedsymptoms of being impressed. "It isn't at all necessary that my agentmake this trip with you, Captain Wass. Perhaps I had no distinct rightto bring him here. But I am a hustling sort of a business man and I wantto get at matters in short order. However, I ask no favors. Come on,Boyne!"
"We'll sign him on as steward to cover the law," proffered the captain,as terse in consent as he was in refusal.
"Very well," agreed Fogg. "You've got an able first mate, sir." Heflipped his watch out. "I've got a train to make, gentlemen. Good day!"
He took Boyne by the arm and led him to the ladder from the bridge."Son," said he, "you dig into that Mayo chap till you know him up anddown and through and through. I'm going to use him. And you keep yourmouth shut about yourself." He backed down the ladder, feeling hisway cautiously with his fat legs, trotted to the waiting cab, and waswhirled away.
At high noon the next day Fletcher Fogg marched into the generaloffices of the Vose line in company with ten solid-looking citizens.Imperturbable and smiling, he allowed President Vose to shriek anathemaand to wave the certified copy of the record of the annual meeting underthe snub Fogg nose.
"What you say doesn't change the situation in the least," affirmed Mr.Fogg. "You'll find the actual records of the meeting deposited in theusual place in the state of your incorporation. If you think thesenew directors are not lawfully and duly elected, you can apply to thecourts."
"You confounded thief, it's likely to take a year to get a decision.This is damnable. It's piracy. You know what courts are!"
"Poke up your courts, then. It isn't my fault if they're slow."
The new directors filed into the board-room and with great celerityproceeded to elect Fletcher Fogg to be president and general manager ofthe Vose line.
"What are you going to do?" pleaded the deposed executive head. "Mymoney is in here--my whole life is in it--my pride--my intention to seethat the public gets a square deal. You infernal rogue, what are yougoing to do with my property?"
"That's my own business," said Fletcher Fogg.
"You can't get away with it--you can't do it!" raged Vose. "I'll getat the inside of how that meeting was conducted. You'd better takebackwater right now, Fogg, and save yourself. I'm not afraid to tellyou what I'm going to do. I'll have a temporary injunction issued. I'llprove fraud was used at that meeting--bribery, yes, sir!"
Mr. Fogg smiled and sat down at the president's desk. "First he'll haveto find a young man by the name of David Boyne," he told himself.
"Vose," said the new president, "all you can show a court is the recordof an annual meeting, duly and legally held. And if the judge wants tohave a look at me he'll find me running this line a blamed sight betterthan you have ever run it."
"It's a cheap, plain trick," bleated the aged steamship manager. "Yourcrowd is going to sell out to the Paramount--it's your plot."
"Oh no! We're not inviting injunctions and law and newspaper talk andslurs and slander, Mr. Vose. If there's ever any selling out you'll bethe first to suggest it; I never shall. You see, I'm just as frank withyou as you are with me. Selling this line to the Paramount right now,just because the new board is in, would be ragged work--very coarsework. Thank Heaven, I have a proper respect for the law--and what it cando to bother a fool. I am not a fool, Mr. Vose."
