Death and Honor

“Well, it is, and get your secretary in here to take the minutes.”

“Is that supposed to be clever, Cletus?” Claudia challenged sarcastically.

“I really hope so, señora. But not clever in the sense that you have been using the term.” He turned back to Duarte. “You going to get her in here or not, Humberto?”

Duarte picked up a telephone and politely asked his secretary to come right in and bring her notebook with her.

As she came through the door, Frade stood.

“Please sit here, señora,” he said. “You’ll be able to hear better.”

She sat down.

“I’d like to sit there, Humberto,” Frade said, pointing at the chair at the head of the table—which happened to be where Duarte was seated. “All right?”

Duarte’s face showed he didn’t at all think that it was all right, but he gave up the chair.

“Why don’t you sit by Claudia?” Frade said, then sat down at the head of the table.

“Are you ready, señora?” Frade asked Duarte’s secretary.

She nodded, her pencil poised over her stenographer’s notebook.

There was a large glass water pitcher sitting upside down on the table. Clete pulled from his right boot a hunting knife with a five-inch blade and gave the thick glass pitcher a healthy whack.

The sound was startling.

Frade then formally announced: “This special meeting of the board of directors and of the stockholders of South American Airways, S.A., is hereby convened in the Banco de Inglaterra y Argentina building, Bartolomé Mitre 300, Buenos Aires, Argentina, at seventeen hundred hours and eight minutes on 30 July 1943 by Cletus Howell Frade, managing director.”

He looked around the room.

“Also present are board members Señora de Carzino-Cormano, Señor Humberto Duarte, and Coronel J. D. Perón. Also present are Father Welner, SAA Chief Pilot Captain Gonzalo Delgano, and Señor Ernesto Dowling. There being a quorum present, I move the waiving of the minutes of the last meeting.”

They were all looking at him in bewilderment that bordered on shock.

“Am I going to hear a second of the motion on the floor, or will it be necessary for me to put the question to the stockholders?”

Duarte raised his hand and softly said, “Second.”

Frade nodded once. “The vote is called. All those opposed signify their opposition by raising their hands.” He silently counted a three-second pause, then went on: “The chair, seeing no opposition, announces the motion carries. There being no old business requiring action at this time, the chair calls for new business. Señor Dowling, would you be so kind as to brief the board in detail on any insurance problems SAA is experiencing or may experience in the future?”

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.