CHAPTER XII.
[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.