The Recluse

Peter Hoffman raised his hand immediately.

"I have a motion and a second. Motion states we table this proposal for further examination subject to independent appraisals."

Kurt looked at me with daggers in his eyes. Then he softened and at that moment I started to get worried. He must think he has the votes to ram this through the board. "I call for the question." He stated confidently.

"All in favour." George asked. Only George, myself and Peter raised our hands. "Motion is defeated." If this was an indication of how the board was split our fears about the trustworthiness of our own family were looking prescient.

"I move we accept this proposal." Richard Perkins smiled down the table at Kurt.

"I am sorry, but you are out of order, Richard. You no longer have any right to make a motion at this table or to vote, in fact, you shouldn't be here at all. I have only delayed clarifying your status here for some little time to allow the board to raise any questions regarding the issue you brought to my attention several days ago."

"Richard has as much right to bring forth a motion as any member of the board." Don Ferguson stated with a grim determination on his broad flat face.

"No, he doesn't, because he resigned two days ago in a letter to me. He really should not be here at all, but I allowed him to sit in because I had some questions I thought the board should be able to ask him in regards to our continued banking arrangements before he departs."

Karl leaned forward in his chair in a rare show of defiance to his uncle. "The board has not accepted his resignation and until it does he is a member and he can vote and make a motion."

"No, Karl, that is not the case at all, and you'd better check out our corporate bylaws before you go off half cocked telling me what my responsibilities are as Chairman of this Board of Directors. Any letter of resignation accepted by the Chairman of this Board is deemed to be effective immediately and can only be overruled by a vote of the shareholders in a duly called shareholders meeting. I have accepted Richard's resignation effective at noon today. If you all look at the back page of your agenda under ancillary notes, you will find confirmation. Under the circumstances I believe that the questions I thought we might have for Richard can be dispensed with. Richard I thank you for the years of service you have provided to this board and the partnership between W&F and Citizen's Bank. Your contributions have been greatly appreciated. You may take your leave at this time."

There was a palpable hush in the room for several seconds while Richard and Kurt exchanged glances, both clearly unhappy and more than a bit peeved at the board chairman. They had been outmaneuvered, though and couldn't do much about it. Richard rose from his seat and shook hands with everyone in the room, excepting Uncle George, who he purposefully ignored. When the door close behind him Uncle George and Kurt stared at each other for several seconds. The impasse was broken when Don Ferguson spoke up.

"I move that the land proposal as outlined in our President's presentation be accepted and adopted as it stands."

Mother wasted no time seconding Don's motion.

"This proposal is not in the best interest of Willis and Foster, and everyone on this board has enough experience to both understand it and recognize it. Kurt, I know that you are far more experienced and gifted in property evaluation than I ever was, or will be, and it makes me wonder what is missing in this brief disclosure of your evaluation. If any board members truly believe that these property evaluations are in any way material to the actual market value of the property I have to question their competence to sit on this board." I looked around the room after my statement, knowing I chose to give offence.

"Bradley Willis how dare you? I sat on this board when you were a child. I thought you'd grown up, but today you are acting like a spoiled child again. You owe this board and every member an apology. Disagreeing with you hardly constitutes a question of competence."

"No, certainly not, Pamela," my uncle finally entered the fray. "But a gross misstatement of valuation does. Brad is correct in one thing, these numbers are so far from any reasonable market valuation to make them meaningless. Kurt, who has a gun to your head? Someone must for you to try a stunt like this."

"I call for the question!" Mother shouted.

"I demand a written vote," I responded.

"If you approve this motion please write 'yes' on your ballot, if against the motion 'no'" George declared.

"Before we vote I wish to indicate that I have a signed proxy from Andrew Foster authorizing me to vote on his behalf on this matter," Kurt announced.

I glanced at Uncle George briefly. His face was stone, but the veins on his temple throbbed. No matter how this vote turned out, there was going to be fireworks, and I suspected someone might get badly burned.

Voting papers were always included in every board member's folders but I couldn't remember the last time they had been used. The board of W&F worked almost exclusively by consensus. However, once any member demanded a written vote it was unquestionable. No second was required and no discussion, either. Everyone got out their ballots and the only sound in the room for several seconds was scribbling of pens and folding of paper. All ballots were passed down to the Chairman's end of the table in plain sight.

One by one, George opened the ballots, declaring each one and showing them clearly to the board.

"Yes," a pause as he picked up the next ballot, "No, Yes, Yes, No, No, Yes" They appeared to have won, but there was one vote left to count. Uncle George picked it up gingerly and opened the fold. With no change of expression on his face he intoned, "No. The motion has not carried. As per our bylaws, any vote not achieving a majority is defeated."

It was only then that I realized I had been holding my breath and let it out in a forced sigh. Karl was looking at mother, his face a mask of fury, while she steadfastly looked down at her hands, clenched on the table. I glanced across the table at Louise, knowing it was her vote that decided the issue. She looked directly back at me impassively, then a hint of a smile crossed her face for just a moment, before she reached for a glass of water.

Karl closed his folder with a slam and strode from the room, slamming the door behind him. Others began to rise from their seats.

Uncle George hammered his gavel. "This meeting is not adjourned. As per our bylaws, I am calling for a special meeting of the shareholders to be held in fourteen days. Let this be your notice, you will also receive written instructions with in forty-eight hours. Any shareholders can place nominations for the vacant board position to the chairman's office, providing such nominations are made at least seven days prior to the shareholders meeting. A full agenda for the shareholders meeting will be issued as per our bylaws. I will now accept a motion to adjourn."

Pete jumped all over that. After adjournment Uncle George motioned for me to remain seated as the others began to file out, still clearly divided. I gave him a quick tap on my watch, indicating I would be right back, but followed Louise out of the boardroom.

"Louise, a moment?" I asked quietly as I could and still garner her attention.

"Brad, sorry but I have another meeting I really need to get to." She was clearly in a hurry to escape the toxic atmosphere of our executive floor. As she passed she whispered, "I'll call you tonight."

Back in the boardroom Uncle George was leaning back in his chair, looking out of the sixth floor window. "This fight isn't over by any means, Bradley. We barely made it through round one, but you can be sure they'll be back."

"So, I was reading over our bylaws this morning, Uncle George, and I came across something I think might be helpful. Two things actually. The first is that any motion to appoint a replacement board member to take Richard's seat need only be passed by the shareholders with a simple majority, or by any shareholder asking for representation who holds more than fifteen percent of the common shares. That means that Kurt, and if he's in on this, Andrew, can't force a motion on the board to stack it in their favour. The second thing I read that looked interesting is that the company bylaws call for a vice-chairman's position of the board, which could allow for one extra board member. I don't think we've had one since dad died and you became chairman, but if we did, we could potentially stack this board."

"What are you proposing? Do you want the job? I think you'd have your hands full." George grimaced.

"Oh, no. Not me, but what about Louise? She voted against my motion today, but then she turned around and voted against the land deal. Maybe she isn't on anyone's side, but no one on this board can doubt her competence, and I think she can get the votes without stirring up rancour."

"Brad, I have to talk to Andrew. He wasn't here, but he stabbed us in the back, and there is a reason for that which has nothing to do with the thinly disguised excuse he gave me. Let me do that first."

"Sure, and there is something that I am going to do, too. Just so happens that I have a contact inside James River Holdings, and I am going to try to use it to find out what I can about this deal. Louise told me she'd contact me tonight. That could be interesting too!"

There was a knock at the door and Franklin Carmody, our corporate council, stuck his head around the edge of the door. "You wanted to see me, George?"

"Yes, come in Frank. Brad, if you'll excuse us?"

"Certainly. I'm heading home for the day. Call me when you're ready."

The drive home was interminable. The traffic, as usual in the late afternoon, was nearly moribund, backed up for blocks before I could even access an expressway entrance. I wondered what the price of a good used Abrams tank might be. I wasn't sure at that moment what I detested more, the wretched city driving or my immediate family. Finally out in the countryside I felt myself begin to relax, and by the time I entered my driveway I felt waves of tension slowly seeping out of my weary body as I pictured myself slowly kayaking across the pond. When I got up to the house, however there were other priorities. The first of which was to gain some insight into the James River Holdings company.

The internet is such a wonderful tool. James River Holdings offices were just off US 1 right on the river. There were pictures of some of their current and recently completed projects, which included quite a few government buildings scattered across Virginia, North Carolina, and Maryland. It spoke of connections and influence. The company was closely held with just four partners so there was little or no financial information available. All of the partners were alumni of the University of Virginia and had been frat brothers. All came from wealthy industrial or landholding families around Suffolk County and all now resided in and around Richmond. The president was listed as John Carrollton, Executive VP Thomas Hill, VP acquisitions Terrance Sadler, VP development Robert Bennett, and VP Finance Angeline Turner. So, it seems my new friend is a bit more than a paper shuffler dealing with taxes and project audits.

Perhaps a drive down to Richmond was in order. After all, I have a great reason, there is this good looking lady down there that has already shown some interest in getting to know me better! A casual lunch date should be innocuous enough not to raise any red flags. I'd call their offices Monday morning and dream up an excuse for being in Richmond.It would give me the weekend to do more research.

I was puttering around in the kitchen cleaning up from the mess I'd made making a lobster and avocado salad for dinner when the phone rang.

"Hello, this is Brad."

"Hi Brad, have you got a few minutes?"

"Louise, for you I have all evening! How are you?"

"Oh, fine. Listen Brad, I have been thinking about our surreal board meeting today. I want to explain the reasons for my actions. I suspect you were disappointed when I didn't support your motion to delay, I saw the look of concern cross your face. You need to practise if you want to get in a poker game, by the way. There was a reason I chose to bring things to a head. I made some calls this morning, called in a few outstanding markers and I suspect there was a very good reason for Andrew to be missing this afternoon."

"Ok, Louise you have my attention. Go ahead."

"Karl and Andrew were sure that they had the votes to force the sale through without Andrew's vote. By doing so they would have left him in an unblemished position with his father, he could ride the fence and remain in George's trust. Richard was the key, although I do believe Pamela thought her friendship with me would carry the day. It might have too, if they hadn't been so blatant. They just got too greedy and as you said, the deal didn't make any sense. They thought it didn't have to. Then, when Richard was excluded, Karl sort of panicked a bit, and, throwing caution to the wind, he dug out Andrew's proxy, hoping that I would support them, or if not, maybe abstain.

Brad, the decision on the extension to the Hwy 29 - Hwy 236 interchange has been made and I believe some people have gotten that information as of three weeks ago. The announcement is still supposed to be hush hush until late next week. The Regent property is going to be bisected, plus the new civic centre is going ahead and the county holds land adjacent to the north part of the Regent development. We will have frontage on both sides. The portion that will be expropriated for the Federal Highway Project is about ten acres and I have it on good authority that W&F will be offered about $700 K per acre. The other almost 90 acres have to be worth $450K per acre the minute this news is out, and the county may want fifteen acres of that for the civic centre. Someone knew it and wanted to cash in very badly. There is no way your brother, and I believe Andrew too, didn't have their fingers in this."

"So why not force the delay? We'd have had the time to wait out the announcement and this would have been blown up?"

"We couldn't win that vote. We only had four votes, so it was never going to pass! Karl was counting on Richard's vote, but he wasn't sure about mine. With Richard gone we are down to an eight member board for the time being and could be deadlocked long enough for the game to be over anyway. I thought we were better off forcing a vote and finding out where everyone is sitting. Thanks to you telling me last night that Richard had resigned, I knew this could be held up. I was never in doubt about how Pete would vote. Face it, they would have won today if Richard hadn't been disqualified, and they thought they had this wrapped up. I enjoyed watching it come apart!"

"Lord, I am glad someone enjoyed it! I thought Uncle George was going to have a heart attack when Karl pulled out Andrew's proxy."

"So, Brad, I expect you and George have already plotted what comes next," Louise really sounded like she was enjoying this all too much.

"Need to find a replacement for Richard in the next week. I suspect our finance people are going to be very busy talking to all our banks. I suspect we will have to replace Citizen's Bank as our prime lender in short order."

"Well, we deal with a consortium lead by First Federal. I'd be happy to give Charles Armbrewster a call. He's a good guy and they're big enough to handle what W&F needs."

"All outside of my expertise but I'd bet George would love to hear from you. By the way, any chance your contact might know who spilt the beans to James River?"

"Maybe, you know the principals over there?"

"Names, that's all."

"Does the name Carrollton ring any bells?"

"John Carrollton is listed as the President of James River."

"What a coincidence, Arnold Carrollton is an assistant secretary at the Department of Transport, and happens to sit on the Capital Area planning board. There also happens to be a guy named Conrad Sadler on the Fairfax County board of Commissioners."

"And Terrance Sadler is VP of acquisitions at James River. What a happy coincidence! Look, I think we need to get Uncle George in on this. You have time to set up a conference call?"

"I'm still at the office, Brad. I can do it quickly through our switchboard. I'll call you back as soon as I reach George."

It was a long evening, especially for Uncle George. He sounded tired and depressed, having spoken at length to Andrew after the board meeting. Clearly nothing had been resolved between father and son. George felt that the whole thing might just bring him to throw in the towel and place his shares on the market. That would effectively force the sale of the company, as none of the other shareholder was going to be able to come up with the $100 Million his shares were worth. I was undoubtedly in the best place financially, but still far from being able to buy George out. Besides, if I did, I'd have to take over running the company and I had zero interest in that scenario.

Louise talked for quite a while and settled Uncle George down a lot. It turns out she has been exercising her stock options for years and holds about 300,000 shares of the company, or 3%. She made it clear she would voter her shares with us, at least for the time being. Her offer to help with bank introductions was well received by George too, but what really seemed to put some life back in his voice was when Louise offered to take up the financing package for the Hyatt project for a couple of points. It meant that Richard Perkins and Citizen's Bank just lost a whole lot of their leverage.

Chapter 4

There's just something about a place with great food and the history to back it up. Kuba Kuba in downtown Richmond was one of my favourite places. A true Cuban bodega, with nice atmosphere, outstanding food, Cerveza Negra Modelo, and a no nonsense attitude to service. What more could you ask for? A lovely, tall, curvy, silver haired, funny, and intelligent woman to share it with. I lucked out when I watched Angeline step inside and pause for a moment as her eyes adjusted to the dim light after the searing sunlight on the street. I stood at our table and waved her over.

A brief hug and a peck on the cheek got us situated so the dance could begin.

"I had hoped to hear from you again, Brad, but I never imagined it would be so soon! I didn't know the Mohicans got this far south, but I'm impressed."

"Given the proper incentive even a stone wall can be moved, Angeline! I must say it is good to see you again, even if it has only been a week since our little kayaking adventure. You do look much more intimidating in that business suit than in..."

"Don't even say it! I know, the white undies!"

"Actually, I was going to say a damp yellow tee shirt!"

"Oh, god, that might have been worse, now that I recall! What did you put in my wine?"

I smiled broadly. The next forty-five minutes were taken up with small talk and large helpings of soul food. With the arrival of coffee, also excellent, I opened the door to what I feared might be a very short and acrimonious conversation.

"Angeline, I have a question. I'm not sure how to couch this diplomatically, so I'm not even going to try. What's your relationship with John Carrollton like?"

Angeline looked puzzled then raised her eyebrows and crossed her arms under that very nice bust. "Before I answer that you want to tell me where we are going here?"

"I'll try, but before we go any further, one more question if I may. Do you sit on the Board of directors of James River Holdings?"

"Gosh, no! There are only six board members. The two Carrollton brothers, two Sadler brothers, Bob Bennett, and Tommy Hill. I have a VP title, but I think it came cheaper than a decent raise! I answer to Tommy Hill and I make one board presentation about every six months. Like I told you at your lake house, I'm just a bean counter. What's up, Brad?"