The Executive Committee were ready to make their first move; and at a
meeting at which Gorham was not present, they had voted to ask the
president to call a special meeting of the Board of Directors. The call
for the meeting was supplemented by a letter to the Directors, signed by
each member of the committee, setting forth that the business to be
considered included the rescinding of a resolution passed at a previous
meeting, placing plenipotentiary powers in the hands of the president,
and also to consider the desirability of so dividing his present duties
that the responsibilities might rest on several shoulders instead of
upon his alone. It further recited that various criticisms of the
president would be considered at that time,--specifically, that Mr.
Gorham was using the Consolidated Companies for his own private ends;
that he prevented his associates from being recognized in their full
relation to the work, the credit for which he himself monopolized; that
he was devoting a large part of his time at the expense of the Companies
in straightening out certain domestic complications, as a result of
which the corporation was losing ground, and was even being threatened
by adverse legislation in Washington, against which it was his duty to
protect it. And finally, it was claimed that the president had at least
on one occasion taken advantage of his official position to make
certain investments for his own personal advantage.
A copy of this letter accidentally fell into Gorham's hands, and his
indignation at its needlessly antagonistic wording was tempered by
several elements of surprise. The frankness with which the grievances
were stated was an evidence that his associates were prepared to force
the break with him, and to dispense with whatever value his connection
with the corporation might have. The reference to his domestic
complications surprised him not a little, showing as it did a
familiarity with this subject which he had not supposed to have become
common property. The suggestion that he had been false to the ideals
which he himself had imposed could only be construed as a gratuitous
affront; yet these men who constituted the Executive Committee were not
those who would lightly do this. He could quite understand their
resentment of both his attitude and his words at the last meeting--he
had expected them to make an effort to wrest from him, but in such a way
as not to jeopardize their own interests, the supreme authority which he
had forced from them; yet they all knew him too well even to suggest any
transaction on his part so at variance with the standards which he had
established.
After thinking it all over, he sent for Covington, and as the younger
man entered he handed him the communication.
"Have you seen this before?" Gorham asked.
"Yes; Litchfield just showed it to me."
"What does it mean?"
"Compromise, I hope," Covington replied. "Nothing else can prevent a
great calamity to the Companies. I am even more certain of this now than
before."
"How do they know anything about my personal affairs?"
"I can't imagine, unless through some one of the secret-service men."
"You, of course, have made no reference to it?"
"Certainly not." Covington resented the suggestion.
"Now, about this last statement--what does that mean?"
"It is a complete mystery to me. Of course, there's nothing in it?"
Gorham looked at him with a flash in his eye which he had learned to
respect. "Do I need to answer that question?"
Covington's watchful mind noted the evasion. Gorham had not actually
denied it.
"Of course not," he responded; "but they claim to have indisputable
evidence. I tried to find out what it was, but knowing how close I am to
you, they are holding that back until the meeting."
"Indisputable evidence, have they? I should like to see it! Please have
a call signed by the secretary and sent out at once for a special
meeting of the Board to be held to-morrow afternoon at four o'clock.
Send with it a waiver of the usual five days' notice. More than a
majority of the Board are in the city, and they will be as eager as I am
to dispose of this matter."
The formalities in opening the meeting were brief, and the business in
hand was taken up with a promptness which showed the strong desire
dominating both sides to have the issue met squarely and settled once
for all. It was an interesting study to watch the expressions on the
various faces. Men who seldom allowed their bearing to reflect the
emotions influencing them, gave every evidence of their full
appreciation that a crisis was upon them. With the possible exception of
Covington, Gorham showed less than any of them the effect of the tense
strain which the situation developed. At the last meeting, the committee
had witnessed an exhibition of the latent reserve force which lay
beneath the impassive exterior, so they needed no further warning that
the quiet yet flashing eyes, the firm setting of the mouth, the head
bent forward, the general bearing--alert and decisive--all attested a
foeman worthy of their steel. It was his business life now against
theirs, but they believed themselves strong enough to force the
struggle.
Litchfield was again spokesman. "Nothing can be more painful," he said,
"to me personally or to the other members of the Board of Directors than
to have circumstances arise such as these which have made this meeting
necessary. It was a surprise to us, on the occasion of the last session,
to have our president take such exceptions to the suggestions which we
advanced in good faith. We tried to make it clear to him that we all
recognized and appreciated the extraordinary services which he has
rendered to the Consolidated Companies, yet we cannot admit that he
possesses all the wisdom, or that his policies are the only ones which
can be considered. He made it quite evident to us at that time that our
judgment was desired only to the extent that it coincided with his own.
He has seemed to overlook the fact that the Consolidated Companies is
not a private corporation, but rather one in which several of the
Directors are even more heavily interested, in a financial way, than he
is himself.
"There is no question in the minds of any of us that the services of
our president are still absolutely essential to the success of the
corporation, and we have no wish or intention of having him separate
himself from it; but we have become aware, through the unprecedented
position which has been taken, that if those interests which we
represent are to be safeguarded, immediate action must be taken to
convince him that the Consolidated Companies is not his personal
property, that the Executive Committee are not mere puppets, and that
even the president of a great and successful corporation is, after all,
an employee of that corporation, and subject to its control. The
gentlemen who have the honor to serve on the Executive Committee resent
the imputation made by him that this code of business morals, which he
has originated, is necessarily the only moral code, or that he himself
possesses the right or the power to establish the standard by which to
measure them as individuals or as officials.
"My colleagues have asked me to state the situation at this length in
order that our president may understand that our present attitude is
inspired not by any personal antagonism, but rather by what appears to
us to be a necessary and simple business precaution. What the Board of
Directors propose now is to rescind the resolution, passed upon our
president's insistence at the last meeting, which gave him unlimited
power in the conduct of the corporation, to divide the responsibilities
in such a way that the fortunes of the Consolidated Companies will no
longer remain dependent upon the life or services of any one officer,
and to insist that the employees of the corporation be used only in the
execution of the corporation's business. Our president will still be
given a free scope in the conduct of the important matters which will be
intrusted to him, but from now on the Board of Directors insist that the
corporation shall be dominated by their joint policies, in the
establishment of which our president will still have great weight."
Gorham listened to Litchfield's remarks with marked patience. He was
relieved that they were free from the personalities and vituperations
which the wording of the call had led him to fear, for to his nature it
was impossible to work in such close relationship with such a body of
able men without acquiring a regard beyond that inspired by mere
commercial intercourse. They were wrong in their whole understanding of
his position, but he could convince them of that now that there had been
nothing said to cause an open rupture.
"My friends," he said, "I can take no exception to the position which
you assume, knowing as I do the viewpoint from which you speak. The
arbitrary attitude which I have assumed has been one which you
yourselves have forced upon me rather than one taken of my own
volition--but I shall later refer to this more at length. I agree with
you that the employees of this or any other corporation should be used
only in the exercise of the corporation's business; but would not the
success of any blackmailing attempt, such as the one I am fighting,
react upon the Companies fully as much as upon me? As to the gentlemen
who form our Executive Committee, even though I have differed from them
on a point which I conceive to be absolutely vital to the success of the
Consolidated Companies, I consider them the ablest body of business men
ever gathered together upon any committee. I am proud of them for the
reputation they have given to the Companies, I respect them personally
for their own sterling worth. I can conceive no personal calamity
greater than to have any necessity arise to make it necessary for us to
sever our relations--and I cannot, even now, see that any such occasion
exists.
"As to the matter of dividing the responsibilities, I again agree with
you. It is not the act of wisdom to have the destinies of any
corporation so large as this rest as heavily upon any one man's
shoulders as your attitude has convinced me that this rests upon mine. I
not only assent to this proposition also, but I will do all which lies
in my power to accomplish it. I will even reserve my 'code of morals,'
as you are pleased to call it, wholly for myself, considering that it is
a point upon which we fail to agree.
"All that remains, then, is for you gentlemen to give me your assurances
upon one point: namely, that the present basis of profit-sharing with
the public shall not be disturbed. I will no longer put it upon a moral
basis--I insist upon it solely as a business policy. With this one point
established, I will work with you to the extent of such strength and
ability as I have within me, to further the interests of the great
Consolidated Companies as it advances triumphantly along its appointed
path."
"But this is the main contention upon which our split has come,"
protested Litchfield.
"You objected to the stand I took that the public is morally entitled to
an equal division. Personally, I still maintain that this obligation
exists, but now I am endeavoring to convince you that to continue this
is an act of supreme business wisdom. Mr. Litchfield made reference, in
the course of his remarks, to the adverse legislation with which the
Companies is threatened. I am, and have always been, in the closest
touch with the situation, and I tell you, gentlemen, this danger is a
real one. I have seen Senator Kenmore within a few days, and his
information is most alarming. Next week I expect to be in Washington
again to fight the battle not only for the future of the Consolidated
Companies, but for its very life. We have powerful allies, and I believe
that we can win, but, in the words of the Attorney-General himself, only
provided that we can show our hands to be clean in our future intentions
as well as in our present practices."
"Suppose we postpone any action whatever until after the present crisis
in Washington has passed," suggested one of the Directors.
"The action must be taken at once," insisted Gorham. "I told you,
gentlemen, that I had awakened from my Utopian dream. I shall make no
more promises until I am absolutely certain that they will be made good
to the letter."
"How far do you carry this 'Utopian' policy of yours, Mr. Gorham?" asked
Litchfield. "Would you even go so far as to deny the right of any
officer of the corporation to make profit for himself as a result of
inside information gained in his official capacity?"
"Most assuredly."
Covington watched his chief critically as the blow began to fall. What a
crash this idol would make when it fell from its self-created pedestal!
"Would you criticise an officer of this corporation who invested in
stock about to be acquired by the Companies, thus taking advantage of
the certain rise in value which he knew would come to it?"
"I should consider such an official as absolutely false to his trust. Is
there one of us present who would feel otherwise?"
Litchfield smiled. "There is no one present who does not regret the lack
of friendliness which prevented our president from giving him an equal
chance with himself in the purchase of stock in the New York Street
Railways Company."
Gorham seemed not to comprehend the charge against him. "You will have
to enlighten me further," he said, coldly.
Litchfield drew some papers from his pocket and handed them to Gorham.
"We don't undertake to criticise you for making the most of this
opportunity," he said, "but out of respect to your ridiculous 'code,' we
have ourselves refrained. Next time we shall expect you to give us a
chance too; and, incidentally, don't you think we can now come to a
mutual understanding regarding the morality basis of the Consolidated
Companies?"
"Where did you get these papers?" Gorham demanded.
"From Mr. Brady, who was interested enough to supply us with the sworn
statements which you see here."
"Do you really believe that I invested a penny of my money in that
stock?"
"Come, Gorham, admit that the joke's on you," Litchfield laughed. "Of
course, it was your daughter who did it, and, of course, you knew
nothing about it!--Don't try to hide behind her skirts."
Gorham looked across to where Covington was sitting, pale and unnerved
by the unexpected development. He might have suspected this, but the
remoteness of the chance had as a matter of fact precluded any thought
of the possibility. Gorham started to speak, but checked himself. He
could not bring his daughter's name into this discussion without more
time to consider the situation. Then he turned again to his associates.
"Gentlemen," he said, quietly, "it seems hardly necessary for me to make
this statement, but I wish to put myself on record: I have never
invested one cent of my own money, or any one else's, in any stock whose
value was likely to be affected by the action of the Consolidated
Companies. No one else has ever done so with my knowledge or consent. I
shall have more to say upon this matter when I have had sufficient time
to acquaint myself with all the facts. Until then, I ask that this
meeting be adjourned, subject to an early call."
Litchfield, puzzled, as were the others, by Gorham's flat denial in the
face of the overwhelming evidence, put the motion for adjournment which
the president requested.