Дик Фрэнсис - Decider

The splendid old lady took folded sheets of paper from an expensive leather handbag and shook them open with an almost theatrical flourish.

‘This is a letter,’ she said, putting on reading glasses, ‘from the Stratton Park racecourse solicitors. I won’t bother you with the introductory paragraphs. The heart of the matter is this.’ She paused, glanced round at her attentive and apprehensive audience and then read from the letter. ‘As two directors are sufficient, it was quite proper for yourself and Lord Stratton to comprise the whole Board and for him, as by far the major shareholder, to make all the decisions. Now that he has died you may wish to form a new Board with more directors, and while these may be members of the Stratton family, there is no bar to your electing outside, non-shareholding directors if you should wish.

‘We would accordingly suggest you call an extraordinary meeting of shareholders for the purpose of electing new directors to serve on the Board of Stratton Park Racecourse Ltd, and we will be happy to assist you in every possible way.’

Marjorie Binsham looked up. ‘The solicitors were willing to conduct this meeting. I said I could do it and they weren’t to bother. As the sole remaining director of the company I make a motion that we elect new directors, and as director I also second the motion, and although this may not be exactly regulation procedure, it will have the desired effect.’

Conrad said, feebly for him, ‘Aunt...’

‘As you, Conrad, are now titular head of the family, I propose that you become a director forthwith.’ She looked down at the letter. ‘It says here that any director may be elected if he obtains at least fifty per cent of the votes cast at a shareholders’ meeting. Each share, in this company, bears one vote. According to this letter, if I and the inheriting family shareholders all attend this meeting, there will be eighty-five votes available. That is to say, my ten shares, and the seventy-five now inherited by the rest of you.’ She paused and looked down the table to where I sat. ‘We did not expect Mr Morris to attend, but as he is here, he has eight votes to cast.’

‘No!’ Keith said furiously. ‘He has no right .’

Marjorie Binsham replied implacably, ‘He has eight votes. He can cast them. You cannot prevent it.’

Her verdict had surprised me as much as it had astounded the others. I’d gone there out of curiosity as much as anything else, ready to upset them slightly, but not to this fundamental extent.

‘It’s disgraceful ,’ Hannah yelled, rising compulsively from her seat like her still-pacing father, ‘I won’t have it!’

‘According to our solicitors,’ her great-aunt went on, totally ignoring the tantrum, ‘once we have elected a Board of Directors it is they who decide the future of this racecourse.’

‘Make me a director,’ Rebecca demanded.

‘You need forty-seven votes,’ murmured Dart, having done some arithmetic. ‘Any director needs forty-seven, minimum.’

‘I propose we elect Conrad at once,’ Marjorie reiterated. ‘He has my ten votes.’ She looked round, challenging them to disagree.

‘All right,’ Ivan said, ‘Conrad, you have my twenty-one.’

‘I suppose I can vote for myself,’ Conrad said, ‘I vote my own twenty-one. That’s, er, fifty-two.’

‘Elected,’ Marjorie said, nodding. ‘You can now conduct the rest of the meeting.’

Conrad’s manner regained confidence and he seemed literally to swell to fill his new role. He said kindly, ‘Then I think we should vote to keep Marjorie on the Board. Only right.’

No one demurred. The Honourable Mrs Binsham looked as if she would chew any dissenter for breakfast.

‘I, too, must be a director,’ Keith asserted, ‘I also have twenty-one shares. I vote them for me.’

Conrad cleared his throat. ‘I propose Keith for director...’

Forsyth said too quickly, ‘That’s asking for trouble.’

Conrad, not hearing, or at least choosing not to, hurried on. ‘Keith’s twenty-one, then, and mine. Forty-two. Aunt?’

Marjorie shook her head. Keith took three fast paces towards her with his hands outstretched as if he would attack her. She didn’t flinch or shrink away. She stared him down.

She said with starch, ‘That’s exactly why I won’t vote for you, Keith. You never had any self-control, and you’ve grown no wiser with age. Look elsewhere. Ask Mr Morris.’

A wicked old lady, I saw. Keith went scarlet. Dart grinned.

Keith walked round behind Ivan. ‘Brother,’ he said peremptorily, ‘I need your twenty-one votes.’

‘But I say,’ Ivan dithered, ‘Aunt Marjorie’s right. You’d fight Conrad all the time. No sensible decisions would ever get made.’

‘Are you refusing me?’ Keith could hardly believe it. ‘You’ll be sorry, you know. You’ll be sorry.’ The violence in his character had risen too near the surface even for his daughter, Hannah, who had subsided into her seat and now said uneasily, ‘Dad, don’t bother with him. You can have my three votes. Do calm down.’

‘That’s forty-five,’ Conrad said. ‘You need two more, Keith.’

‘Rebecca has three,’ Keith said.

Rebecca shook her head.

‘Forsyth, then,’ Keith said furiously, at least not begging.

Forsyth looked at his fingers.

‘Dart?’ Keith shook with anger.

Dart glanced at his sweating uncle and took pity on him.

‘OK, then,’ he said, making nothing of it. ‘My three.’

Without much emotion, a relief after the storm, Conrad said flatly, ‘Keith’s elected.’

‘And to be fair,’ Dart said, ‘I propose Ivan also.’

‘We don’t need four directors,’ Keith said.

‘As I voted for you ,’ Dart told him, ‘you can do the decent thing and vote for Ivan. After all, he has twenty-one shares, just like you, and he’s got just as much right to make decisions. So, Father,’ he said to Conrad, ‘I propose Ivan.’

Conrad considered his son’s proposal and shrugged: not because he disapproved, I guessed, but because he didn’t think much of his brother Ivan’s brains.

‘Very well. Ivan. Anyone against?’

Everyone shook their heads, including Marjorie.

‘Mr Morris?’ Conrad asked formally.

‘He has my votes.’

‘Unanimous, then,’ Conrad said, surprised. ‘Any more nominations?’

Rebecca said, ‘Four is a bad number. There should be five. Someone from the younger generation.’

She was suggesting herself again. No one, not even Dart, responded. Rebecca’s thin face was in its way as mean as Keith’s.

Not one of the four grandchildren was going to give power to any other. The three older brothers showed no wish to pass batons. The Board, with undercurrents of gripe and spite, was established as the old Lord’s three sons and their enduring aunt.

Without difficulty they agreed that Conrad should be Chairman ( ‘Chair,’ Rebecca said. ‘Don’t be ridiculous,’ said Keith), but Marjorie had another squib in reserve.

‘The solicitor’s letter also says,’ she announced, ‘that if the shareholders are dissatisfied with any director, they can call a meeting and vote to remove him. They need a fifty-one per cent vote to achieve it.’ She stared beadily at Keith. ‘If it should become advisable to save us all from an irresponsible director, I will make certain that Mr Morris and his eight votes are encouraged to attend the meeting.’

Hannah was as affronted as Keith, but Keith, besides being infuriated, seemed almost bewildered, as if the possibility of his aunt’s vitriolic disapproval had never occurred to him. Similarly it had never occurred to me that she wouldn’t demand my execution rather than my presence. Marjorie, I then reckoned, would use any tool that came to hand to achieve a desired end: a wholly pragmatic lady.