by Dick Francis
It was Keith who later divorced my mother – for adultery with an elderly illustrator of childrens’ books, Leyton Morris, my father. The resulting devoted marriage lasted fifteen years, and it wasn’t until she was on her own one-way road with cancer that my mother talked of the Strattons and told me in long night-time outpourings about her sufferings and her fondness for Lord Stratton; and it wasn’t until then that I learned that it was Lord Stratton’s money that had educated me and sent me through architectural school, the foundations of my life.
I had written to thank him after she died, and I still had his reply.
My dear Boy,
I loved your Mother. I hope you gave her the joy she deserved. I thank you for your letter, but do not write again.
Stratton.
I didn’t write again. I sent flowers to his funeral. With him alive, I would never have intruded on his family.
With Conrad identified, and Keith, and Marjorie Binsham, and Conrad’s offspring Dart and Rebecca, there remained two males at the meeting still to be named. One, in late middle-age, sat between Mrs Binsham and Keith’s vacated chair, and I could make a guess at him.
‘Excuse me,’ I said, leaning forward to catch his attention. ‘Are you… Ivan?’
The youngest of the old Lord’s three sons, more bullish like Conrad than greyhound like Keith, gave me a hard stare and no reply.
Dart said easily, ‘My uncle Ivan, as you say. And opposite him is his son Forsyth, my cousin.’
‘Dart!’ Keith objected fiercely. ‘Be quiet.’
Dart gave him an impassive look and seemed unintimidated. Forsyth, Ivan’s son, was the one, I thought, that had reacted least to my attendance. That is to say he took it less personally than the others, and he slowly revealed, as time went on, that he had no interest in me as Hannah’s regrettable half-brother, but only as an unknown factor in the matter of shares.
Young and slight, he had a narrow chin and dark intense eyes, and was treated by the others without the slightest deference. No one throughout the meeting asked his opinion about anything and, when he gave it regardless, his father, Ivan, regularly interrupted. Forsyth himself seemed to find this treatment normal, and perhaps for him it was.
Conrad, coming testily to terms with the inevitable, said leavily, ‘Let’s get on with the meeting. I called it…’
‘I called it,’ corrected his aunt sharply. ‘All this squabbling is ridiculous. Let’s get to the point. There has been racing on this racecourse for almost ninety years, and it will go on as before, and that’s an end to it. The arguing must stop.’
‘This racecourse is dying on its feet,’ Rebecca contradicted impatiently. ‘You have absolutely no idea what the modern world is all about. I’m sorry if it upsets you, Aunt Marjorie, but you and Grandfather have been left behind by the tide. This place needs new stands and a whole new outlook, and what it doesn’t need is a fuddy-duddy old colonel for a manager and a stick-in-the-mud Clerk of the Course who can’t say boo to a doctor.’
‘The doctor outranks him,’ Dart observed.
‘You shut up,’ his sister ordered. ‘You’ve never had the bottle to ride in a race. I’ve raced on most courses in this country and I’m telling you, this place is terminally old fashioned and it’s got my name on it too, which makes me open to ridicule, and the whole thing stinks. If you won’t or can’t see that, then I’m in favour of cashing in now for what we can get.’
‘Rebecca!’ Conrad’s reproof seemed tired, as if he’d heard his daughter’s views too often. ‘We need new stands. We can all agree on that. And I’ve commissioned plans…’
‘You’d no right to do that,’ Marjorie informed him. ‘Waste of money. These old stands are solidly built and are thoroughly serviceable. We do not need new stands. I’m totally opposed to the idea.’
Keith said with troublemaking relish, ‘Conrad has had this pet architect roaming round the place for weeks. His choice of architect. None of us has been consulted, and I’m against new stands on principle.’
‘Huh!’ Rebecca exclaimed. ‘And where do you think the women jockeys have to change? In a partitioned-off space the size of a cupboard in the Ladies loo. It’s pathetic’.
‘All for want of a horseshoe nail,’ Dart murmured.
‘What do you mean?’ Rebecca demanded.
‘I mean,’ her brother explained lazily, ‘that we’ll lose the racecourse to feminism.’
She wasn’t sure enough of his meaning to come up with a cutting answer so instead ignored him.
‘We should sell at once,’ Keith exclaimed, still striding about. ‘The market is good. Swindon is still growing. The industrial area is already on the racecourse boundary. Sell, I say. I’ve already sounded out a local developer. He’s agreed to survey and consider –’
‘You’ve done what?’ Conrad demanded. ‘And you’ve consulted no one, either. And that’s never the way to sell anything. You know nothing about business dealings.’
Keith said huffily, ‘I know if you want to sell something you have to advertise.’
‘No,’ Conrad said flatly, as if that settled it. ‘We’re not selling.’
Keith’s anger rose. ‘It’s all right for you. You inherit most of Father’s residual estate. It’s not fair. It was never fair, leaving nearly all to eldest sons. Father was hopelessly old fashioned. You may not need money, but none of us is getting any younger and I say take out our capital now.’
‘Later,’ Hannah said intensely. ‘Sell when there’s less land available. Wait.’
Conrad remarked heavily, ‘Your daughter, Keith, fears that if you take the capital now you’ll squander it and there’ll be none left for her to inherit.’
Hannah’s face revealed it to be a bull’s eye diagnosis, and also showed disgust at having had her understandable motives so tellingly disclosed.
‘What about you, Ivan?’ his aunt enquired. ‘Still of the same indecisive mind?’
Ivan scarcely responded to the jibe, even if he recognised it as one. He nodded with a show of measured sagacity. ‘Wait and see,’ he said. ‘That’s the best.’
‘Wait until you’ve lost the opportunity,’ Rebecca said scathingly. ‘That’s what you mean, isn’t it?’
He said defensively, ‘Why are you always so sharp, Rebecca? There’s nothing wrong with patience.’
‘Inaction,’ she corrected. ‘Making no decision’s as bad as making the wrong decision.’
‘Rubbish,’ Ivan said.
Forsyth began, ‘Have we thought about tax on capital gains…’ but Ivan was saying, ‘It’s clear we ought to shelve a decision until –’
‘Until the bloody cows come home,’ Rebecca said.
‘Rebecca!’ Her great-aunt’s disapproval arrived automatically. ‘Now stop it, all of you, because at the moment I and I alone can make decisions and I have the impression that none of you realises that.’
From their expressions it was clear that they neither knew nor cared to be told.
‘Aunt,’ Conrad said repressively, ‘you have ten shares only. You cannot make unilateral decisions.’
‘Oh, but I can,’ she said triumphantly. ‘You’re so ignorant, all of you. You fancy yourselves as men – oh, and women, Rebecca – of affairs but none of you seems to realise that in any company it is the directors, not shareholders, who make the decisions, and I…’ she looked round, collecting undivided attention, ‘I am at present the sole remaining director. I make the decisions.’
She brought the meeting to its first taste of silence.
After a pause, Dart laughed. Everyone else scowled, chiefly at him, disapproval of a grandson being more prudent than defying the dragon.
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.
Dart said with deceptive amiability, ‘Isn’t there some rule in the set up of this company that says all board meetings are open? I mean, all shareholders may attend.’
‘Rubbish,’ Keith said.
Forsyth said, ‘Attend but not interrupt. Not speak unless asked.’
Ivan’s voice drowned his son’s. ‘We’ll have to read the articles, or whatever.’
‘I did,’ Forsyth said. No one paid any attention.
‘It never mattered before,’ Conrad observed. ‘The only
shareholders besides Father and Aunt Marjorie were Mr Morris, and of course before him, Madeline, and… er… Mrs Perdita Faulds.’
‘Who exactly is Mrs Perdita Faulds?’ Rebecca demanded.
No one replied. If they knew, they weren’t telling.
‘Do you,’ Dart asked me directly, ‘know who Mrs Perdita Faulds is?’
I shook my head. ‘No.’
‘We’ll find her if necessary,’ Marjorie declared, making it sound ominous. ‘Let’s hope we won’t have to.’ Her malevolent gaze swept over Keith, warning him. ‘If we have to remove a director, we will find her.’
On the brief list of shareholders that Roger had shown me, Mrs Faulds’ address had been care of a firm of solicitors. Messages to the lady would no doubt routinely be relayed, but actually finding her in person might take ingenuity. Take a professional bloodhound, perhaps. Marjorie wouldn’t blink at that, I guessed, if it suited her.
It also occurred to me that if she were so certain the mysterious Mrs Faulds would vote as Marjorie wanted, then Marjorie, at least, knew who she was. Not really my business, I thought.
Conrad said, with a show of taking a grip on the meeting, ‘Well, now that we have directors, perhaps we can make some firm decisions. We must, in fact. We have another race meeting here next Monday, as you know, and we cannot ask Marjorie indefinitely to be responsible for authorising everything. There was a lot Father used to do that none of us know about. We simply have to learn fast.’
‘The first thing to do is sack the Colonel and stupid Oliver,’ Rebecca said.
Conrad merely glanced at his daughter and spoke to the others. ‘The Colonel and Oliver are the only people at present who can keep this place running. We need, in fact we rely entirely, on their expertise, and I intend to go on consulting them over every detail.’