Page 199
Dowling looked as if he was going to stand but then changed his mind.
“May I ask a question, Don Cletus?” Dowling said.
Frade didn’t say anything but gestured somewhat impatiently for Dowling to ask what he wanted to ask.
“What did you mean a moment ago when you asked if it was going to be necessary for you to put the question of your motion to the stockholders?”
“Frankly, Señor Dowling, the question surprises me a little. As an attorney, as SAA’s corporate attorney, I would have thought you would understand, even if some of the others present might be a little fuzzy on the precise details, how things are supposed to be run around here.”
Frade kept eye contact with him as he let that sink in a moment, then went on: “So, for your edification, as well as theirs, the way things work around here is pretty much the way they work in the United States. I took the time to read the Argentine law on the subject.”
He glanced around the table and saw that he now had everyone’s rapt attention.
“The board of directors of a company like ours, as well as the managing director, are elected by the stockholders. The directors make recommendations to the managing director, and, presuming he agrees with them, he carries out what the board wants done.
“If the managing director doesn’t like the recommendations of the board and doesn’t think they should be carried out, he can appeal to the stockholders at the present or a future meeting of the stockholders. The stockholders can then by a simple majority of votes cast—one vote for each share of stock the stockholder owns—sustain either the managing director or the board of directors.
“I think everyone heard me convene both this meeting of the board and this meeting of the stockholders.
“Now, when I didn’t immediately hear a second to my motion—the chair’s motion—to waive the reading of the minutes of the previous meeting, I had two choices: either sit here and waste time while the secretary found the minutes and then read them, or take my motion to the stockholders.
“It didn’t get to that. There was a second to my motion, and the board in its wisdom voted to waive reading of the minutes. If there had been no second, or after there was a second the board had voted down the motion, then the managing director would have appealed to the stockholders.
“And I’m sure the stockholders would have voted to support the managing director for the simple reason that stockholder Cletus Howell Frade holds sixty percent of the stock of this corporation.”
Frade paused as he stared at Ernesto Dowling.
“Does that answer your question, Señor Dowling? And if there are no questions regarding my explanation of how things work around here, I’ll presume that now everyone understands where I fit in.”
There was a long silence before Perón broke it.
“You seem to be suggesting, Cletus,” he said just a little uneasily, “that you can do just about anything you want to do with the company, whether or not the rest of us agree.”
“Yes, sir,” he said, meeting El Coronel Juan Domingo Perón’s eyes. “That’s pretty much the way it is.”
Frade recalled a leather-skinned and leather-lunged Old Breed gunnery sergeant from shortly after he’d joined the Corps. The gunny had told Frade and the thirty other young men about to become Marine officers: “When you gotta tell somebody something they won’t like, look ’em in the goddamn eye! They damn sure won’t like you or what you’re going to make them do any better, but they’ll know you’re not afraid to fuck with ’em!”
Frade had found it sage advice in his service as a Marine Corps officer and in the OSS, and had put it into practice now.
Perón shifted his gaze to Humberto Duarte, who looked both surprised and uneasy.
“Is Cletus correct, Humberto?”
“I’m afraid he is, Juan Domingo,” Duarte said.
Frade slowly looked around the table. Father Welner appeared both curious and amused. Claudia Carzino-Cormano could have been angry or sad, or both. When he looked at Captain Delgano, Delgano was shaking his head in either surprise—even shock—or amusement. Ernesto Dowling looked quietly furious. And when he returned his gaze to Perón, he saw that Perón was looking at him very thoughtfully.
“As a practical matter, of course,” Frade went on, “I am delighted to defer to the greater expertise of every member of the board. But I thought it important that all of you understand where I stand.”
There was no response.
“Cletus, I’m impressed,” Father Welner said. “Where did you get that mastery of procedure?”
Frade saw that Perón was waiting with interest for his answer.
“From my grandfather. I watched him conduct meetings of Howell Petroleum. He’s the majority stockholder.” He paused. Then, without thinking first, added: “He once told his board that they should keep in mind they were window dressing, nothing more.”
Humberto Duarte and Ernesto Dowling looked almost as shocked as Claudia Carzino-Cormano.
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