Blow The Man Down 18~ How an Annual Meeting Was Held—once!
18
Literature · Romance
Blow The Man Down 18
~ How an Annual Meeting Was Held—once!
DayEnglish
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 Franklin law-offices the next morning at nine-thirty.
He announced himself to a girl typist, and she referred him to a young man who came forth from a private room.
“I have power of attorney from Mr. Franklin to transact his routine business,” explained the young man. “Of course, if it's a new case or a question of law--”
“Neither, neither, my dear sir! Simply a matter of routine. But,” he leaned close to the young man's ear, “strictly private.”
Mr. Fogg himself closed the door of the inner office when the two had retired there.
“One of your matters to-day, I believe, is the annual meeting of the Vose 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 registered mail.” He indicated documents stacked on the desk. “I was just about to begin 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,” said Mr. Fogg, a bit pompously, using his complete knowledge of corporation routine.
“Yes, sir. We handle most of the corporation meetings that way when it's all cut and dried. In this case, it's simply a re-election of the old officers.”
“Exactly!”
Mr. Fogg pulled his chair closer, dabbed his purple handkerchief on each 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 in New 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 of bright 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, outspoken business man, and I'm in with the biggest financial interests in New York. And I'm going to offer you the grandest opportunity of your life right now, David.”
He picked up his certificates and arranged them in one hand, as a player arranges his cards.
“I have here ten shares, say, and each share is owned by a different individual--all good men. You don't know them, but I do. They are connected with our big interests. And I'm right here as a stockholder. Do you realize, David, that instructing you to hold this meeting without a single stockholder present is really asking you to do something that's not strictly legal?”
“We usually do it this way,” faltered Boyne.
“Exactly! Men like those who are running the Vose line are always asking an innocent man to do something illegal. I'm going to come right to the point with you, David. Those old moss-backs who have sent those instructions are trying to wreck the Vose line. I want you to disregard those instructions. I am anxious to be president and general manager of the line. I want you to elect as directors these stockholders.” He tapped his finger on the certificates.
The young man was both frightened and bewildered. He turned pale. “I can't do that,” he gasped.
“Yes, you can. There are the proxies. It's up to you to vote 'em as you want 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 for yourself.”
“Such a thing was never done here.”
“Probably not. It's a new idea. But new things are being done right along in high finance. You ought to be up where big things are happening every day. You stand in with me, and I'll put you there. You see, I'm getting right down to cases on this matter with you, David. Vote those proxies as I direct and I'll hand you five thousand dollars inside of two hours, and will plant you in a corking job with my people as soon as this thing calms down. I could have palavered a long time before coming to business in this way, but I see you're a bright young fellow and don't need a lot of hair-oil talk. I don't ask you to hurt anybody in especial. You can elect the old treasurer--we don't want to handle the money--this is no cheap brace game. But I want a board of directors who will put me in as general manager until certain reforms can be instituted 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 your instructions? Why, because it would be for your interest to do so if I hadn't come in here with a better proposition. Now it's for your interest to vote 'em as I tell you. The most they can make out of it is a breach of trust, and that amounts to nothing. With five thousand dollars in your mitt, you wouldn't need to hang around here to take a lot of slurs. I'll slip you another thousand for your expenses on a little trip till the air is all clear.”
Boyne stared at this blunt and forceful tempter; his hand which clutched the 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 that wire 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 old friend. “Now, as I say, I'm going to be frank--take you in on the ground floor. Of course, they can have another--a special meeting of the Vose line after a thirty days' notice to the stockholders. They will probably call that meeting, and I don't care if they do. But I have an ambition to be general manager of the line for those thirty days to make--well, I want 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 interests I represent--we may decide to buy the line and make it really worth something to the stockholders. You understand, I hope. It's strictly business--it's all right--it's good financiering. After it's all over and those old, hardshell directors wake up, I'll venture to say they'll be pleased all around that this little turn has been made. In the mean time, having been taken care of, you needn't mind whether they're pleased or not.”
Boyne looked at the sheaf of certificates in Fogg's hand; he bent frightened gaze on the documents stacked on the desk. They lay there representing his responsibility, but they also represented opportunity. The sight of them was a rebuke to the agitated thoughts of treason which assailed him. But the mere papers had no voice to make that rebuke pointed.
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 about the 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 old man 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 his lips 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 an opportunity,” he sighed. “It can be done without you, Boyne, in another way. 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 this country got their start.”
Mr. Fogg was an excellent raconteur with a vivid imagination, and it did not trouble his conscience because the narratives he imparted to this wide-eyed youth were largely apocryphal.
“You see,” he put in at the end of the first tale, “what a flying start will do for a man. Suppose that chap I've just told you about sat back and refused to jump when the road was all open to him! You don't hear anybody knocking that man nowadays, do you? And yet that's the trick he pulled to get his start.”
With a similar snapper did Mr. Fogg touch up each one of his stories of success.
“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 world enough 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 of clerks' salaries, did you? Of course, Boyne, I admit that in this affair you'll be up to a little sharp practice. But you're not stealing anything. Nobody can lug off steamships in a vest pocket. It's only a deal--and deals are being made every day.”
Fogg was a keen judge of his fellow-men. He knew weakness when he saw it. He could determine from a man's lower lip and the set of his nose whether that person were covetous. And he knew now what signified the flush on Boyne's cheeks and the light in his eyes. However, there was something else to reckon with.
“I will not betray Mr. Franklin's confidence in me. Positively, I will not,” 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 see visitors,” announced Fogg, with business briskness. “I wish Franklin had been here on deck--Franklin, himself.”
“I don't believe Mr. Franklin would turn a trick of this sort,” asserted the clerk. “I'd hate to face him, after doing it myself.”
“Franklin would be able to see further into a financial deal than a young chap,” said Mr. Fogg, severely, and then he found his number and made his call. “Good heavens!” he blurted, after a question. “I am in his office. Yes, I'll tell Boyne.”
With a fine affectation of grief and surprise, he snapped the transmitter upon the hook and whirled on Boyne. His back had been toward the 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. You won't have to explain to Mr. Franklin.”
He pointed to the clock. His stories had consumed time. The hour was ten-thirty-five.
“That annual meeting of the Vose line was called for ten of the clock to-day. Mr. Franklin was alive at that hour. He was the clerk of that corporation. What happens now will not embarrass you so far as he's concerned. 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 the force of his personality.
“Five thousand dollars--protected by my interests--slipped out of sight for 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 ten o'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, sorted them, and made up his records.
“We'll send on a copy to the office of the Vose line by registered mail,” commanded Fogg. “Attest it as a copy of the true record by notary. When it drops in on 'em I will be there, with my directors and my 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 my services,” pleaded the clerk.
“There isn't a thing you can do right now,” snapped the masterful gentleman from New York. “I suggest that you close the office. Send the girl home. You should do that much out of respect to your employer's memory.”
Ten minutes later the record had been mailed and the flustered Boyne was trotting around town with Mr. Fogg. The latter seemed to have a tremendous amount of business on his hands. He hired a cab and was hustled yon and thither, leaving the young man in the vehicle, with instructions to stay there, whenever a stop was made. But at last Mr. Fogg returned from an errand with some very tangible results. He put a packet 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 toward that expense money we promised. I'm suggesting that you leave town to-night. Tuck that cash away on yourself and duck out of sight.”
Having secured the money and placed that powerful argument in the young man's hands, Mr. Fogg's hurry and anxiety seemed to be over. When he had seen 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 your way, 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 of his coat. “But it seems like a dream.”
“I've heard a little piece of good news while I've been running around--forgot to tell you,” said Fogg, in a matter-of-fact way. “That fool attendant at the hospital must have misunderstood me, or I misunderstood him. Franklin isn't dead.”
“He-isn't-dead?”
“No. Last report is that he's better this forenoon. But that's the way some of these crazy attendants mix things up when anybody inquires at a hospital. Now, of course, seeing that the registered copy is on its way and Franklin is getting better, that's all the more reason why you don't care to hang around these diggings and be annoyed. I've got a scheme. It will take you out of town in a very quiet style. I have telephoned down to the docks, and there's a Vose freighter in here discharging rails. Do you live at home or at a boarding-place?”
“I board,” said Boyne, still wrestling with the sickening information that he had betrayed an employer who was alive; somehow the sentiment that it was equally base to betray a deceased employer had not impressed itself on his benumbed conscience. He was now keenly aware that he feared to meet up with a living and indignant Lawyer Franklin. Fogg questioned, and Boyne gave his boarding-house address.
“We'll drive there, and I'll wait outside in the cab until you can scratch together a gripful of your things. Don't load yourself down too much. 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 was being derricked by panting windlass engines. To Captain Zoradus Wass, who was lounging against the rail just outside the pilot-house, Mr. Fogg marched with business promptitude, and spoke with assurance.
“Captain, my name is Fletcher Fogg. Within forty-eight hours the directors 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 one cheek 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 line corporation. The annual meeting has just been held in this city. He made the official records. He will tell you that a new board of directors has been chosen--the old crowd is out.”
“That is so,” stated Boyne, obeying the prompting of Fogg's quick glance.
“I don't know you, either.”
Mr. Fogg was not abashed. “It isn't especially necessary that you know us. 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 Captain Wass.
“Haven't I told you that I shall be general manager of this line to-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 where you'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 from owners--otherwise nothing doing.”
Mate Mayo had come out of his cabin, near at hand. With a young man's quicker perception of possibilities and contingencies he realized that his 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 been listening to Mr. Fogg. That gentleman certainly seemed to know what he was talking about. And young Mate Mayo, having a nose for news as well as an eye for men, understood that the coast transportation business was in a touchy state generally. He gave Mr. Fogg further inspection and decided 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 any business that's got to be whispered behind corners.” He scowled when his mate gave him a wink, both suggestive and imploring. “Spit it out!”
“The law doesn't allow us to take passengers, as you suggest. And naturally you don't like to act without orders from owners.” He looked at 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 sort of nominal way, and then when we get to Philadelphia we'll probably find the 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,” declared Fogg.
To himself, staring at the young man, he said: “I'm going to play this game out with two-spots, and here's one ready for the draw!”
“I'll see you in Philadelphia, Mr. Mayo,” he continued, aloud. “I am exactly what I say I am. Captain Wass, you've got something coming to you. Mr. Mayo, you've got something coming to you, also--and it's good!” His assertiveness was compelling, and even the captain displayed symptoms of being impressed. “It isn't at all necessary that my agent make this trip with you, Captain Wass. Perhaps I had no distinct right to bring him here. But I am a hustling sort of a business man and I want to 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.” He flipped 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 and down and through and through. I'm going to use him. And you keep your mouth shut about yourself.” He backed down the ladder, feeling his way cautiously with his fat legs, trotted to the waiting cab, and was whirled away.
At high noon the next day Fletcher Fogg marched into the general offices of the Vose line in company with ten solid-looking citizens. Imperturbable and smiling, he allowed President Vose to shriek anathema and to wave the certified copy of the record of the annual meeting under the 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 the usual place in the state of your incorporation. If you think these new directors are not lawfully and duly elected, you can apply to the courts.”
“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 celerity proceeded to elect Fletcher Fogg to be president and general manager of the Vose line.
“What are you going to do?” pleaded the deposed executive head. “My money is in here--my whole life is in it--my pride--my intention to see that the public gets a square deal. You infernal rogue, what are you going 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 get at the inside of how that meeting was conducted. You'd better take backwater right now, Fogg, and save yourself. I'm not afraid to tell you what I'm going to do. I'll have a temporary injunction issued. I'll prove fraud was used at that meeting--bribery, yes, sir!”
Mr. Fogg smiled and sat down at the president's desk. “First he'll have to 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 record of an annual meeting, duly and legally held. And if the judge wants to have a look at me he'll find me running this line a blamed sight better than you have ever run it.”
“It's a cheap, plain trick,” bleated the aged steamship manager. “Your crowd is going to sell out to the Paramount--it's your plot.”
“Oh no! We're not inviting injunctions and law and newspaper talk and slurs and slander, Mr. Vose. If there's ever any selling out you'll be the first to suggest it; I never shall. You see, I'm just as frank with you 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 coarse work. Thank Heaven, I have a proper respect for the law--and what it can do to bother a fool. I am not a fool, Mr. Vose.”
