A BOARD MEETING.
It was not yet eight o'clock on a summer morning at the little railway
station of St. Euphrase. The sweetness from the dew on the ripening
hay fields still hung on the drowsy breezes which came laggingly
athwart the dusty platform, growing fainter each moment in the waxing
heat.
Farmer Belmore was the earliest intending passenger to appear on the
platform. The ticket office was not yet open, and he flopped about
impatiently in his clean linen coat, mopping his brow with a vast
handkerchief drawn from the crown of his broad-leafed Panama hat. His
grand-daughter had arranged a poppy and a branch of southern-wood in
his button-hole by way of embellishment, his cravat was of the
fiercest blue, fastened with a gold horse-shoe of the largest size. He
felt himself, as director in a great company, to be a man of mark,
appropriately and becomingly arrayed on the present occasion, and it
disappointed him that none of the general public should be there to
see him.
Joe Webb appeared ere long; compact, well knit, athletic; an example
of the very satisfactory result to be looked for by-and-by, when the
Teutonic and Gallic stocks shall have joined and blended to form the
specialized type of a new nationality; swarthy and black-eyed, with
the nose short, but prominent and aquiline, marking affinity to the
high-spirited and vivacious French, while the level eyebrows and
forward balancing of the head showed equal kinship with the reflective
Saxon.
"Ha!" cried both men simultaneously. "For town? Board meeting?"
Simultaneously, too, they answered, as if there could be any doubt.
"Yes. Thought I might as well go this morning as another, and be
present at the meeting. And draw my five dollars," added Belmore.
"This special meeting will be just so much pure gain, if we do
not do too much business, as I hope we shall not, and make the next
regular meeting unnecessary. But to be sure the monthly meetings are
obliged to be held, according to the bye-laws, or the charter, or
something--so Mr. Stinson tells me--therefore, this is quite an extry
five dollars to the good, and better than a poke in the eye with a
burnt stick. You think so, too, squire, I guess."
The distant whistle of the approaching train was now heard, and the
opening of the ticket office with a bang. There were only three or
four other intending passengers, and all had soon bought their
tickets, and stood awaiting the train.
"What can have come to old Podevin?" said Webb. "If he waits for the
train at 9.30 he may miss the meeting altogether, and his fee. He will
have been watching to see the president go by before starting himself
for the station, and the president stayed in Montreal last night. I
happen to know that. Podevin will miss his train."
"So much the better for us. There will be the more for you and me. I'd
love to finger a dollar that should have been coming to Podevin more'n
fifty of my own. He's that near, it's like drawing teeth to get a
_sou_ out of him. He hain't paid me yet for the cord-wood that kept
him warm last winter, and now he wants me to take out the price in
white Yankee beans. 'No, sir,' says I; but I let him show me the
truck, and, squire, if you'll believe me, the weevils were that thick,
you could see them quarrelling together who was to get the next sound
bean, and they were that big you could see them looking out of their
holes at the buyer, and warning him like, against the trade."
The brother directors, however, were mistaken in supposing Podevin was
minded to forego or endanger the emoluments of his directorship. He
was in waiting, though they did not see him, behind a convenient
cattle-car on the siding, anxious only to avoid speech with them till
all were in presence of the president, that his own misgivings might
be resolved without prejudice; for he dreaded that his _confrères_
might elicit something from him before he had learned the right way to
view or state it himself, and so his undigested words might get abroad
and do him harm. Wherefore he waited till he saw the couple step on
the train, and then clambered quietly into the carriage behind,
avoiding the platform and the ticket office, and paying his fare to
the conductor on the train, who charged him ten cents extra, wringing
his heart with the thought that two per cent of his director's fee was
thereby lost to himself and his heirs for ever.
The board of directors of the Mining Association of St. Euphrase
assembled at the appointed place and time. The president was in the
chair, and Jordan, the company's solicitor, sat by his side. Podevin
sat beside Stinson, whispering anxiously, and striving to draw support
and encouragement from the involuntary exclamations of the man he was
alarming with his tales and forebodings, while Belmore and Webb
awaited the opening of the proceedings in the placid tranquillity of
perfect ignorance. Nothing disturbing had as yet come into their
knowledge, or even their dreams, and they sat by the leather-covered
table contemplating the minute book and the inkstand, and wondering
how long it would be before they should sign their names, draw their
fee, and take their departure.
The president tapped the table with his ruler. Stinson read the
minutes of the previous meeting, and the board was in session and
ready to proceed to business. The president stated that he had been
made the recipient of singular information affecting the value and
prospects of their property only the day before, and he had lost no
time in calling them together, that the matter might be inquired into.
"And our worthy solicitor, Mr. Jordan, will now kindly repeat to the
board the statements he has already made to me in private."
"I know nothing, gentlemen," said Jordan, "but what was mentioned to
me by one of your own number, here present. He is now, I doubt not,
ready to repeat his statements at length for your united
consideration. I allude to my respected friend, Mr. Podevin."
The Père Podevin coughed behind his hand, looking disgust from under
his eyelids for a solicitor who could thus betray a confidential
conversation. "Was the man a fool or a rogue?" he asked himself. If he
had not actually paid him a fee on addressing him, had he not given
information worth thousands, if properly used?--given it freely for
the sake of consulting him--and Jordan had promised advice in the
morning--the morning now come--and here, instead of a friendly hint
how he might save himself, the treacherous adviser, having already had
twenty-four hours' exclusive use of the news, was calling on him to
divulge everything before the whole board, giving an equal start to
the others with himself in the race to save something, or rather
letting himself be ruined with the rest. However, all eyes were on him
now, and there was no escape.
"It was on yesterday," he said, "zat I hear of ze men to say, ver
_secrètement_ to ze ozers, as they have dig out all ze _cuivre_ of ze
mine. I £five zose men to drink in retirement from ze rest, and I ask,
and zey confirm zat of ze _cuivre_ is no more. _Mon Dieu!_ Misterre
Herkimair--to tink of ze moneys to nourish my _vieillesse_, and ze
_dots_ of my daughtairs _innocentes!_ All sunk in ze mines----"
"Well?" asked Ralph a little testily; "and pray who did it? Who sunk
your money? You are of lawful age, Mr. Podevin, and believed to be of
sound mind. You are privileged to act for yourself, and you must bear
the consequences of your own acts. If your shares had risen to double
the price you paid for them, you would have taken the profit as the
reward of your own smartness; if it turns out the other way, why
should you come grumbling to me? _I_ did not make you risk your money
or throw it away."
"You say, Misterre Herkimair, zere were fortunes in ze rocks of La
Hache svamp, and I believe ze _riche_ Misterre Herkimair, and I give
ze little _bourse_ made up _sou_ by _sou_ in all zese year vit so much
of care----"
"Yes, and thought to make your fortune, Mr. Podevin? and now you think
you are going to lose it--the chance every man is liable to who
speculates or plays poker. You throw a sprat expecting to catch a
herring, and at times the herring is _not_ caught, and the sprat is
thrown away. You must accept the chances of the game, or else you
should not play. Look at me! Think of the thousands I stand to lose if
our enterprise miscarries! What are your few hundreds compared to
that? Yet I make no lament."
"M'sieur ees so _riche_ and _distingué!_ He vill not see a poor man
lose ze sparings of his life," and he bowed cringingly to the chair.
Farmer Belmore vied with him in a gaze of pathetic sweetness and
tremulous hungry adoration before the great man who had brought his
savings into jeopardy and who yet, if any one could, could bring them
safely out. The disclosure made by Podevin had been as unexpected by
him as it was sudden. He had fancied himself growing rich, and now to
be told that he was stripped of his savings! He would have been
furious had he dared--talked of fraud, trickery, and the law; but when
he saw Podevin prostrate himself in spirit before the chair, and cry
for succour from the hand which had inaugurated the ill, he controlled
himself and lay back in his chair, constraining his lips into
sugar-coated smiles which the doubtful and hungry gleaning of his eyes
deprived of any seductiveness they might otherwise have carried.
"This is simply, gentlemen," said the president, coughing and
raising his voice, "one of those circumstances to which every
enterprise--especially every enterprise dealing with minerals--is
liable. As business men you calculated the risks and counted the cost
before you embarked your money. The likelihood of profit appeared
sufficient to us all to warrant our running the risk."
"M'sieur did not mention risks ven he so kindly undertook to improve
my fortunes. I confide my case to ze generous _souvenirs_ of m'sieur.
He vill not permit to suffer ze man who place _confiance_ and dollars
in his _recommande_."
Ralph snorted. "Let us talk business, gentlemen," he cried. "We are
not here to scold like old women, or to lament like children. You are
men of understanding, who would not have dropped your money but where
you saw good promise of a large return. Whether you gain or lose,
therefore, you have only yourselves to thank. You know as well as I do
that where money is to be made it is also to be lost. If it were not
so, all the world would crowd in to make its fortune every time, and
there would be nothing for anybody. Therefore, I object to expressions
such as have fallen from my friend, Podevin. He regrets them already
himself, I am sure, now I mention it, and he brings his clear good
sense to bear on the point. Gentlemen! we went in to win. Of course we
did! It goes without saying. But, if we have to lose, let us behave
like men of business and common sense; let us not cry over spilt milk,
but let us make the best of it. And first, let us look the matter in
the face. What is it that has happened to us?----"
"Ze _cuivre_ is not zere!" cried Podevin, eager to rally his
self-respect and preen the rumpled plumage on which Ralph had sat down
so unceremoniously. If his plea for help and relief must be set aside,
at least a partial satisfaction might be taken out in scolding, and
there seemed an opening here.
"To put it shortly, gentlemen," said Ralph with a shrug, "that would
appear to be about the state of the case just at this moment; but I
would recommend you not to say it that way out of doors, unless you
want to write off every cent you have invested in the undertaking as
dead loss. That would not be all either, gentlemen. You, the
directors, conjointly and severally, would be liable to suit by each
individual stockholder for misrepresenting the value of the property.
Is that not so, Jordan?"
"Clearly, they might claim to have their subscribed stock made good.
Whether they would secure a verdict, would depend a good deal, of
course, on the management of the case on both sides. But that is not
all. It is possible that a criminal information might be laid for
obtaining money under false pretences, and when commercial
miscarriages are fresh in the public mind, there is a proneness in
juries to find against the defendants. It is really a serious
consideration--a penetentiary offence."
"_Mon Dieu!_" gasped Podevin with folded hands, gazing at the ceiling
with eyes whose watery sorrow threatened momentarily to overflow.
Belmore pulled the posy from his button-hole and flung it on the
ground, its festive hue and fragrance irritated his senses in the
gloom which had fallen on him. If he could but have cast his
speculation from him as easily, or hurled the man before him, who had
led him into it, to the ground in like fashion, how good it would have
been!
"But, gentlemen," cried Ralph, pleased at the impression which his
words had made, "things have not come to that pass yet, nor will they,
if I can help it. There is always life for a living man; that is, if
he is willing and able to use it sensibly for his own preservation.
What is this which has fallen on us after all? It may prove to be
nothing but a fault in the lode. Such things occur frequently, and the
recovered vein, when it is found again deeper down, is generally
richer than it was before. It is true that what we have been working
on may prove to be mere pockets of the metal, unconnected with other
deposits, but we cannot say for certain until we have carefully
examined, and that will require time. Meanwhile, idle tales may get
abroad, which would shake public confidence, injure and discredit the
property, and destroy the value of the stock. We must forestall
mischievous rumours, gentlemen, and I now propose--Stinson! enter on
the minutes, 'proposed and carried _nem. con_. that this board now
declare a dividend of one dollar per share.'"
"That will be five per cent on the paid-up capital?" said Joe Webb.
"All the earnings, so far, have gone in working expenses. It seems a
big dividend to declare out of nothing."
"--sh!" muttered Belmore, pulling his sleeve. "--sh, man! It will be
so much saved out of all that has gone to the dogs."
"But, Mr. President," Webb continued, "where is the money to come from
to pay the dividend?"
"Never fear for that, squire. Declare your dividend, and up go your
shares. We have still stock which has not been issued yet. We can sell
it then at the advanced price, and shall be in plenty of funds to pay
anything."
"But is that right? Mr. Herkimer. Is it honest?"
"Right? Honest? Sir! What do you mean? Your words require
explanation," and Ralph pushed out his chest, making the diamond studs
flash scornful fire on the farmer's inexpensive raiment, while his
brow gloomed and his cheeks grew purple like an angry gobbler.
"Mr. Webb is more familiar with the procedure at quarter sessions, and
the operations of agriculture, I suspect, than with the practice of
the financial world," observed Jordan soothingly. He loved to lift his
placid head, like Neptune, above the troubled waves, and still a
rising storm. He used his smoothest, oil-pouring tones, enjoying them
himself, and calming those who heard him. "I feel confident he had no
intention of reflecting on our worthy president, who, on my thus
explaining--with Mr. Webb's manifest concurrence--will refrain from
viewing as unfriendly any unadvised expression he may have used. And,
my dear Mr. Webb, you will permit me to say that the impulse which
unadvisedly prompted still does you infinite honour. It would be well
for our commercial community if the noble sentiments which flourish in
the rural districts were to obtain in the busy marts of trade. In the
present instance, however, my young friend will perhaps permit me to
say that his scruples appear to be--well, to be just, a little
over-strained. As Mr. Webb states the case, it may indeed be said that
there is a seeming impropriety in the time chosen for declaring this
dividend."
"It is not the time, it is the dividend I object to. It has not been
earned, and it is to be paid out of the subscriptions of the new
shareholders."
"My good man," cried Ralph, "can you make a better of it? You would
not throw up the sponge--stop the workings--before it has been proved
whether it is not merely a temporary check we are suffering. You do
not want to lose all the money you have put in, and perhaps be sued by
disappointed shareholders besides, till you are stripped bare of every
cent you have in the world?"
"I do not want to take the money of misled subscribers, and divide it
among ourselves on pretence of a dividend which we have not earned."
"That is a question of book-keeping, sir, allow me to tell you.
Certain debit entries are merely deferred, to be charged later on,
leaving a present surplus. It is easily done. Besides, you must admit
that we--that the present shareholders--actually _have_ earned the
premiums at which the stock stands, or may stand hereafter. That is a
profit which the company and the older proprietors have fairly earned
by holding the stock in time past, before it grew popular, and the
price rose. Trust the management, Mr. Webb. The rest of us are more
deeply interested even than you are in things going right."
"I don't like it. It does not seem to be the honest thing to do."
"Mr. Webb, Mr. Webb, you are letting yourself grow warm again, are you
not?" said Jordan. "What other method would you propose? This one will
give time for examining the property and striking the vein again, and,
if we cannot do that, we shall have time to sell out and wash our
hands of the whole operation without loss, or even at a small profit."
"But how, as honest men, could we sell property, knowing it to be
worthless, at the same price as if it were of real value?"
"_Caveat emptor_, my dear sir, to quote a legal maxim. The buyers are
business men, well able to take care of themselves, and they will do
it, you may rest assured. They will satisfy themselves that they are
not paying too dear. Your scruples are honourable, no doubt, but do
you not think they must be over-strained, seeing they run counter to
the general practice? I can assure you it is nothing unusual which has
been proposed--nothing but what has frequently taken place in most
respectably managed concerns. There was the Porpoise and Dolphin Oil
Company, Limited, for instance--since gone into liquidation, but that
is neither here nor there--its management was in the hands of a body
of directors, than whom no gentlemen in the community stand higher,
among others the Rev. Mr. Demas, of Little Bethel, in the Rue des
Borgnes--you will have heard him preach, no doubt--a most evangelical
man, and surely you will not take upon you to find fault with
proceedings such as _he_ has sanctioned by participating in."
"I really could not bring myself to declare a dividend, that is, as I
understand it, to profess that we have earned money when I know for a
fact that we have not earned it at all."
"Tush, man!" whispered Belmore; "sit down. Let's get through, sign the
minutes, and draw our pay. I have coal oil to buy, and nails, and I
shall miss my train if you do not sit down and let us finish up."
"Proposed," cried Ralph, "that the board declare a dividend of one
dollar per share, payable on the first of next month. Gentlemen in
favour of the motion will hold up their hands. Carried! _nem. con_."
"Gentlemen!" began Webb, in a faltering voice, which was overborne and
drowned in the rush and stream of the president's words, which grew
loud and rapid at this point, and who went on as though unconscious of
interruption. "Any other business to bring forward, Stinson? No? Then
this meeting stands adjourned to the second Monday of next month. Sign
the minutes, gentlemen, and draw your honorarium."
Webb requested Stinson to record his dissent from the vote in the
minutes, but was informed that the meeting was closed, and nothing
could be added to its proceedings. He then demurred to signing, but
Belmore, heated up to the point of speaking out in meeting for once,
declared that he must, or he should not have his dollars--that himself
and Podevin earned them by signing their names, and Webb must do
likewise.
"The dollars may slide!" cried Joe, growing indignant, and tossing on
his hat.
"But, Mr. Webb," said Stinson, speaking most respectfully, "will you
sign the minutes to show that I have done my duty, and they are
correct. You have been present, and the law says so;" and poor Joe
Webb, unable to bear up against a city man's polite address, though he
would have maintained his point against all the blustering farmers in
his township, yielded, and placed himself under the same moral
condemnation with the rest, as sanctioning for stock-jobbing purposes
a fraudulent dividend to be paid out of capital.
FOOTNOTE:
[Footnote 1: A one-seated sleigh, intended to carry two persons.]
END OF VOL. II.
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