Kate Wilhelm - Clear And Convincing Proof

Erica picked up her purse and the book she was reading, The Canterville Ghost, and wandered off to the lounge. She had started coming every weekday to read and knew there would be other chances to quiz Bernie, or one of the kitchen aides, a nurse, someone. She had not met Dr. McIvey, had not even caught a glimpse of him, but every time she heard the name David McIvey, or most often, Dr. McIvey, it was with that same tone of dislike, distrust, whatever it was. Yet, Annie had married him, and apparently planned to stay with him. Curious, she thought. It was very curious.

A week later Thomas Kelso advised David that the bylaws of the corporation required a reorganization of the governing board of directors. They met in the directors’ office at the clinic immediately after David left his surgical office.

The directors’ office was a pleasant room with a leather-covered sofa, good upholstered chairs, a round table with straight chairs and windows that looked out on the garden. In the past, the four directors had sat in the easy chairs, or on the sofa, not at the table, but that day Thomas had left his briefcase, a legal pad, pencils, water glasses and a tape recorder on the table as if to signify that this was not the companionable get-together of old friends who seldom disagreed. He was already at the table, scanning notes he had made over the past day or two when David entered.

After their greeting, which Thomas likened to a meaningless tribal ritual, he got straight to the point. “Since we have no secretary present, I’ll tape our meeting. We are required to keep a record of all meetings, you see.” He turned on the tape recorder. “Now, our bylaws demand that we have four directors’ positions filled at all times. After your father’s death, Joyce assumed his function as vice president, along with her own duties as secretary, of course. Those two positions now have to be filled.”

David watched him with narrowed eyes. He was tired. He had been in surgery for six hours that day, and he had seen patients in the office as well as in the hospital. He shook his head. “I don’t know what Mother did exactly, but whatever it was, it ran her ragged. I don’t have that kind of time, as you well know. I’m a working doctor. Hire someone to do whatever she was responsible for.”

“I’m afraid we can’t do that,” Thomas said. “Have you read the bylaws, David?” When he shook his head again, Thomas said, “Well, you should. But I’ll tell you now what’s in them. We set this up as a nonprofit clinic, of course, and we agreed that the directors would receive no compensation for the work they did relating to it. We can hire people like Greg and Naomi to run it, therapists, nurses, other staff, but we, the shareholders, receive no pay. Only the shareholders can hold office, and, in fact, are required to hold office and fulfill the duties of the office or else relinquish their shares. In that event the relinquished shares shall be evenly divided among the other shareholders.”

“That’s insane,” David said.

“Maybe so. But that’s how we set it up, and for fifty-two years that’s how it’s worked.” He pulled out a folder from his briefcase and handed it to David. “The bylaws and our mission statement, our charter,” he said. “We kept it as simple as the law allowed. Why don’t you look it over? It’s short. Won’t take you long.”

When David started to read, Thomas got up and crossed the room to stand at the window gazing out at the garden. Chrysanthemums were beginning to bloom—bright red, yellow, bronze. End of summer, he thought, that’s what chrysanthemums meant. Another season, another year winding down.

When he heard the papers slap down on the table, he turned to regard David, who was scowling fiercely. Thomas knew exactly what was in those bylaws. He and William McIvey had spent a great deal of time on them, and he had reviewed them all thoroughly during the past few days.

“What exactly was Mother responsible for?” David asked in a tightly controlled voice. No emotion was visible on his handsome face, no anger, no disdain, no disbelief. Nothing.

“As vice president, she was in charge of fund-raising. We have three major campaigns annually, as you probably know. She wrote letters to contributors, donors, escorted them on tours of the facility, a garden tea party every June, an annual auction, things of that sort. As secretary she kept notes at all our meetings and put them in order for the annual audit, as required by law. It wasn’t too onerous, but exacting. There are formulas, rules that must be followed.”

“Annette could do those things,” David said after a moment.

“Not unless she’s a shareholder and is elected to office by a majority vote.” Thomas returned to the table and sat down.

“David, there’s no money in this clinic. In fact, for years we ploughed money back into it from our practices. We never intended to make money with the clinic, and we wrote those bylaws in such a way as to ensure that our mission would remain true to itself if one or more of us became incapacitated, or just wanted out.”

“I could assign some of my shares to Annette, let her assume those duties that way. Another husband and wife team. You’d have no grounds to oppose that.”

“You would have to give her the shares outright,” Thomas said. “No strings attached. And she would have to abide by the bylaws just like everyone else. No, I would not oppose that.” He sipped his water, then asked, “Why do you want to stay in, David? This is far removed from your field.”

“Exactly,” David said. “What I can see here is a surgical facility, neurosurgery, cardiovascular surgery. You have fifteen beds upstairs, and room for twenty more, room to expand, rooms to convert to surgery.” He leaned forward, and for the first time ever, Thomas saw a flare of passion in his eyes, heard it in his voice. “Thomas, I’m the best neurosurgeon on the West Coast. We would have people come here from all over the world. A specialist’s specialty, dedicated to those two areas. We could do it together, you and I.”

Thomas realized how seriously he had misjudged the young surgeon. He had thought David wanted control in order to sell out to one of the health organizations, or to change to a for profit facility. This had not occurred to him, that David had his own compelling vision. Time was on David’s side, he thought with a pang. At that moment David looked almost exactly the same as William McIvey had years ago, when he and Thomas first conceived of the idea of the rehabilitation clinic. They had been driven by the plight of their young patients ravaged by polio. After the vaccine came along, they had changed to a general rehabilitation clinic. But he remembered with startling clarity the fierce passion that had seized them both, remembered the determination William McIvey had demonstrated, the not-to-be-denied drive that had compelled them both. Now he was seeing that same determined look on David’s face, in his eyes.

David was still talking. “Rehab can happen anywhere. It doesn’t need a special clinic. You could rent space in a dozen different buildings tomorrow and be set to go. It’s insignificant compared to what surgery demands. That’s one thing. The other thing to consider is what you do here and what I propose. You see people in wheelchairs, people on crutches all the time. They don’t get special care. They learn to manage without all the trimmings you give them. You tinker with them, a little bit better is good enough, but I go in and fix them. I cure them. That’s the big difference.”

When Erica finished reading that day she found a group of people in the staff lounge: Greg Boardman, Naomi, Annie, Darren, another therapist, Stephanie…Naomi motioned her in. “We’re having a high tea,” she said. “Of sorts. Crackers and cheese and punch, at least. Have some.”