The Fourth Estate (72 page)

Lower Broadway
was trying to explain the significance of rule 7B to his client.

Andrew Fraser
waited for the furor around him to settle before he attempted to continue,
allowing more time for the steady stream of people entering the room to take
their places beyond the red rope. The chairman found it necessary to bang his
gavel several more times before the room was quiet enough for him to inform
everyone: “Rule 7B allows any shareholder attending the annual general
meeting”-he was reading directly from the little red book – to propose a
nominee for the position of any office-holder of the company.’Is that the rule
to which you are referring, sir;,” he asked, looking directly at Andrew Fraser.

“it is,”
responded the elderly lawyer firmly. The company secretary tugged the sleeve of
his chairman. Once again Adams leaned over and listened. Andrew Fraser remained
in his place. A few moments later, the chairman drew himself up to his full
height and stared down at Fraser. “You are of course aware, sir, that you are
unable to propose an alternative nominee for chairman without giving thirty
days’ notice in writing. Rule 7B, subsection a,” he said, with some degree of
satisfaction.

“I am aware of
that, sir,” said Fraser, who had remained standing. “it is not the position of
chairman for which I wish to propose a nominee.”

Uproar broke out
in the hall. Adams had to bang his gave] several times before Fraser could
continue.

“I wish to
propose a nominee for the position of director of the Summers Foundation.”

Townsend kept
his eye on Lloyd Summers, who had turned white. He was staring at Andrew Fraser
and dabbing his forehead with a red silk handkerchief.

“But we already
have an excellent director in Mr. Summers,” said the chairman. “Or are you merely
wishing to confirm his position? If that is so, I can assure you that Mr.
Armstrong intends...”

“No, sir. I
propose that Mr. Summers be replaced by Ms. Angela Humphries, the current
deputy chairman.”

The chairman
bent down and tried to ascertain from the company secretary if the motion was
in order. Tom Spencer stood up in his place and began checking to make sure
that all his recruits were safely in front of the red rope. Townsend could see
that every seat had been taken, and several late arrivals had to be content
with standing at the side or sitting in the aisles.

Having been told
by the company secretary that the motion was in order, the chairman asked, “Do
I have a seconder?” To his surprise, several hands shot up. Adams selected a
woman in the fifth row. “May I have your name, please, for the record?”

“Mrs. Roscoe,”
she said.

The company
secretary turned to another page in the little red book which he passed up to
the chairman.

“it is my duty
to inform you that a ballot will now take place under rule 713, which allows
any shareholders present to cast theirvotes,” he read directly from the
redbook. “Ballot papers will be distributed, as directed by the statutes, and
you may place a cross in one of the boxes provided, indicating whether you are
for or against the motion to replace Mr. Lloyd Summers as director of the
Summers Foundation with Ms, Angela Humphries.” He paused and looked up. “I feel
it appropriate at this juncture to let you know that it is your board’s
intention to vote as one against this motion, as we believe that the trust has
been well served by its present director, Mr. Summers, and that he should be
allowed to continue in that position.” Summers looked nervously toward Adams,
but seemed to be reassured when he saw the board members nodding in support of
their chairman.

Attendants began
moving up and down the aisles, handing out voting slips.

Armstrong placed
his cross in the square marked “AGAINST” Townsend placed his in the square
marked TOR,” and dropped the slip into the tin box provided.

As the voting
continued, some people in the room began to stand and stretch. Lloyd Summers
remained silently slumped in his chair, occasionally mopping his forehead with
his red silk handkerchief. Angela Humphries didn’t once look in his direction.

Russell advised
his client to remain cool and use the time to go over his acceptance speech. He
was confident that, after the board’s clear lead, the motion would be heavily
defeated.

“But shouldn’t
you have a word with Ms. Humphries, just in case it isn’t?” whispered
Armstrong.

I think that
would be most unwise in the circumstances,” said Russell, “especially in view
of who she is sitting next to.”

Armstrong
glanced in their direction, and scowled. Surely Townsend couldn’t have...

While the
counting was taking place somewhere behind the stage, Lloyd Summers could be
seen angrily trying to ask his deputy a question. She glanced in his direction
and smiled sweetly.

“Ladies and
gentlemen,” said Cornelius Adams as he rose again from his place. “Can I now
ask you to return to your seats, as the counting has been completed.” Those who
had been chatting in the gangways went back to their places and waited for the
result of the ballot to be declared. The chairman was passed a folded slip of
paper by the company secretary. He opened it and, like a good judge, gave no
clue from his expression as to the verdict.

‘Those voting
for the motion, 317,” he declared in senatorial tones.

Townsend took a deep
breath. “is it enough?” he asked Tom, trying to calculate how many people were
sitting in front of the red rope.

“We’re about to
find out,” said Tom calmly.

‘Those voting
against, 286. 1 therefore declare the motion carried by thirty-one votes.” He
paused. “And Ms.

Angela Humphries
to be the new director of the foundation.”

A gasp went up
around the room, followed by uproar, as it seemed that everyone in the audience
had a view to express.

“Closer than I’d
expected,” shouted Townsend.

“But you won,
and that’s all that matters,” Tom replied.

“I haven’t won
yet,” said Townsend, his eyes now firmly fixed on Angela.

People were now
looking round the room trying to discover where Ms.

Humphries was
seated, though not many of them had any idea what she looked like. One person
remained standing in his place.

On the stage,
the chairman was having a further consultation with the secretary, who was once
again reading directly to him from the little red book. He eventually nodded,
turned back to the audience and banged his gavel.

Looking directly
down at Fraser, the chairman waited for the gathering to return to some
semblance of order before asking, “Is it your intention to propose another
motion, Mr. Fraser?” He did not attempt to hide the sarcasm in his voice.

“No, sir, it is
not. But I do wish to know who the newly elected director will be supporting
with the foundation’s 5 percent shareholding in the company, as that will
affect the identity of the next chairman of the board.”

For a second
time everybody in the room began chattering or looking around the room,
searching for the new director. Mr- Fraser sat down, and Angela rose from her
place, as if she was on the other end of the seesaw.

The chairman
switched his attention to her. “Ms.

Humphries,” he
said, “as you now control 5 percent of the company’s shares, it is my duty to
ask who you will be supporting as chairman.”

Lloyd Summers
continued to mop his brow, but couldn’t bring himself to look in Angela’s
direction. She herself appeared remarkably calm and composed.

She waited until
there was total silence.

“Mr. Chairman,
it will come as no surprise to you that I wish to support the man who I believe
will serve the foundation’s best interests.” She paused as Armstrong stood up
and waved in her direction, but the glare of the television arc-lights made it
impossible for her to see him. The chairman appeared to relax.

‘The trust casts
its 5 percent in favor of-” she paused again, obviously enjoying every moment
“-Mr. Keith Townsend.”

A gasp went up
around the room. For the first time, the chairman was speechless. He dropped
his gave] on the floor and stared open-mouthed at Angela. A moment later he
recovered it as well as his composure, and began calling for order. When he
felt he could be heard, he asked, “Are you aware, Ms. Humphries, of the
consequences of switching the foundation’s vote at this late stage?”

I mostly
certainly am, Mr. Chairman,” she replied firmly.

A bevy of
Armstrong’s lawyers were already up on their feet protesting. The chain-nan
banged his gavel on the table again and again. Once the noise had subsided, he
announced that as Ms. Humphries had pledged the foundation’s 5 percent of stock
in favor of Mr. Townsend, thus giving him 51 percent to Mr. Armstrong’s 46, he
was therefore left with no choice under standing order I I A, subsection d, but
to declare Mr. Keith Townsend the new chairman of the New York Star.

The two hundred
shareholders who had arrived in the hall late rose and cheered on cue like
well-rehearsed film extras as Townsend made his way up onto the stage.
Armstrong stormed out of the room, leaving his lawyers to carry on with their
protests.

Townsend began
by shaking hands with Cornelius Adams, the former chairman, and each of the
members of the board, though none of them looked particularly pleased to see
him.

He then took his
place at the front of the stage and looked down into the noisy hall. “Mr.
Chairman, ladies and gentlemen,” he said, tapping the microphone, “may I begin
by thanking you, Mr. Adams, and the board of the Star, for the service and
inspired leadership you have all given the company over the years, and may I
wish every one of you success in whatever it is you choose to do in the
future.”

Tom was glad
that Townsend couldn’t see the expressions on the faces of the men seated
behind him.

“Let me assure
the shareholders of this great paper that I will do everything in my power to
continue to uphold the traditions of the Star You have my word that I will never
interfere in the editorial integrity of the paper, other than to remind every
journalist of the words of the great Mancbester Guardian editor C.P. Scott,
which have been the benchmark of my professional life: ‘Comment is free, but
facts are sacred.”‘

The actors rose
from their places again and began applauding on cue. When the noise finally
died down, Townsend ended by saying, I look forward to seeing you all again in
a yeaTjs time.” He banged the gavel and declared the AGM closed.

Several people
in the front row leapt up again to continue their protest, while two hundred
others carried out their instructions. They rose and began to make their way
toward the exit, talking loudly among themselves.

Within minutes,
the room was cleared of all but a handful of protesters addressing an empty
stage.

As Townsend left
the room, the first thing he asked Tom was, “Have you drawn up a new lease on
the foundation’s old building?”

“Yes, it’s in my
office. All it requires is your signature.”

“And there will
be no increase in rent?”

“No, it’s fixed
for the next ten years,” said Tom. “As Ms. Humphries assured me it would be.”

“And her
contract?”

“Also for ten
years, but at a third of Lloyd Summers’s salary.”

As the two men
stepped out of the hotel, Townsend turned to his lawyer and said, “So all I
have to do now is decide whether to sign it or not.”

“But I’ve
already made a verbal agreement with her,” said Tom.

Townsend grinned
at his attorney as the hotel manager and several cameramen, photographers and
journalists pursued them to their waiting car.

“My turn to ask
you a question,” said Tom as they slipped into the back seat of the BMW

“Go ahead.”

“Now it’s all
over, I’d just like to know when you came up with that masterstroke to defeat
Armstrong.”

“About forty
years ago.”

“I’m not sure I
understand,” said the lawyer, looking puzzled.

“No reason why
you should, Brother Tom, but then, you weren’t a member of the Oxford
University Labor Club when I failed to become chairman simply because I had
never read the statute book.”

THE SUN

12 JUNE 1987

M
aggie the Third:

Tories Romp It
“by 110 Seats”

As ARMSTRONG
STORMED out of the Lincoln Room, unwilling to suffer the humiliation of having
to sit through Townsend’s acceptance speech, few of the press bothered to
follow him. But two gentlemen who had traveled down from Chicago did. Their
client’s instructions could not have been clearer.

“Make an offer
to whichever one of them fails to become chairman of the Star.”

Armstrong stood
alone on the sidewalk, having dispatched one of his expensive lawyers to go and
find his limousine. The manager of the hotel was no longer to be seen. “Where
is my bloody car?” shouted Armstrong, staring at a white BMW parked on the
opposite side of the road.