THE BAFFLED HEIR
By Forrest Wayne Schultz
Grantville, GA May 2008
I am the baffled heir. Last week I received a telephone call from an attorney informing me that I was the sole heir of a wealthy man -- octogenarian Jim Smith, a man I had never met or heard of, who lived in a town I had never heard of. His will made it crystal clear that I was indeed the heir but it gave no reason why. And his attorney did not know why. Nor was there any information in his safe deposit box or his files to indicate why.
Now there is one thing that IS clear and that is why Smith did NOT leave his estate to those usually selected as heirs. He did not leave it to family members or friends because he had none and he did not leave it to organizations because he was never involved in any. Smith was a very reclusive person his entire life, especially since the death of his parents, after which he lived alone in the ancestral Smith house on the ancestral Smith farm. Since he did not care for farming, he sold the farm equipment and he leased out the 200 acres of fields and pastures to the farmer who owned the farm adjacent to his, and he confined himself to the 20 acres of yard and woods surrounding his house. He employed a married couple to do his housekeeping and gardening and maintenance of buildings and grounds. These were his only employees. Even his contact with them was minimal because almost all of their work is very routine and requires virtually no supervision.
Because I was favorably impressed with the attorney I decided to keep him on as my own attorney under the same arrangements he had had with Smith. Ditto with the buildings and grounds couple. When I asked them if they had any ideas about Smith's unusual will, they said that although they had served him and lived in the gardeners cottage their entire lives, they did not really know him very well and thus they had no clue as to the reason why he had selected me as his heir. They did, however, have one suggestion, which I am now following up. Smith has only one neighbor, Alice Meadows, whose house is about a quarter-mile away -- it is the second last house on the road out from the town, and Smith's is the last. While taking his walks Smith sometimes chatted with Alice when she was out working in her yard. But neither one ever visited the other in their houses.
Alice is a 50 year old spinster, who, like Smith, is a life-long resident here, an only child, and living in the inherited ancestral house. I requested that the attorney introduce me to her so I could question her. She apparently is the only one who ever had anything like a real conversation with him.
Since it was a beautiful spring day, Alice and I had our conversation sitting on lawn chairs in her back yard. She was a very gracious hostess and was very willing to try to help me to understand Jim Smith. She began by making it very clear that, although Smith was very reclusive, he was in no way a misanthrope nor was he socially awkward. He was very polite, had good manners and was always well dressed and groomed. He in no way looked or acted like a hippie or hermit or some kind of weirdo. He simply wanted to spend most of his time alone reading his books and taking his walks. He also was knowledgeable about his property and careful in his business dealings, few as they were. So he was not some kind of absent-minded professor who was out of touch with practical matters. He also was knowledgeable about current events and issues. In short, he had none of the undesirable qualities often associated with reclusiveness. It appeared to me that Alice was very fond of Jim Smith but respected his desire for bachelorhood and realized that any attempt at romance would be futile.
After we had had a lengthy, interesting, informative and delightful conversation about Jim Smith, I asked Alice if she had any idea of why he had made me his heir. She hesitated a bit and then said that she had never been in Jim's house. She believed that you can learn a lot about a person from his house. Before giving me an answer she would like to see it. By now it was late morning, so I invited her to join me for lunch at his, now my, house after which I would show it to her. She readily agreed and we walked over there.
After lunch we spent the afternoon on a tour of the house, which is almost the size of a mansion. Alice is very familiar with the history of the area and particularly of the Smith family. As we looked at the portraits of Jim's ancestors on the walls, she recounted to me what each of them had done, and she spoke of the many banquets and balls for which the house had been well known in days of yore, but which had slowed considerably during the years of Jim's parents and which had ceased altogether after their death.
The Smith family history was so interesting and Alice's account of it was so well communicated that we became enrapt in the subject and the time flew by so fast that before we knew it, evening was upon us. We then continued our discussion over a light supper at around
7 PM. The one room remaining on the tour we would look at after we ate.
This room was quite different from the others because it was entirely dedicated to pictures, memorabilia, and records pertaining to the area's only major business enterprise, the Colley Desk Co. Ever since its founding in the late 19th century, all of its stockholders and employees have been local people. Down through its history it has maintained its purpose of manufacturing high quality wooden office desks. Its customers are those businesses who still care about style and who abhor the modern "cubicle" office layout. The Meadows family and the Smith family and all the other prominent families in the area have been stockholders in Colley Desk. Clearly this company was very important to the Smith family or they would not have maintained this room as a museum for it.
As we were discussing the Colley Desk Co. I remembered that the attorney, Ed Banks, had made an appointment to see me at 8:30 to talk with me about the company. During his lifetime Jim Smith had neither sold any of his stock nor had he taken any dividends but had enrolled in a company plan whereby all dividends were automatically used to purchase additional shares of stock. After sixty years under this plan his stockholdings had accumulated to approximately 29% of all the shares. But, in line with his reclusiveness, he never attended any stockholders meetings or sent in any proxies or participated in any other way in the company. During the day Mr. Banks had taken the necessary legal steps which transferred Smith's stocks into my name and had acquired the identifications showing I was now a stockholder.
The next stockholders meeting was tomorrow and the paperwork needed to be done to enable me to participate in it as a stockholder. And this stockholders meeting was very important because there was a group on the Board of Directors that wished to sell Colley Desk to a large national corporation (called MEGACORP) and they intended to introduce a motion to do so at this meeting. This would be a radical departure from the company's lifelong policy of local ownership. Mr. Banks was also a stockholder and he was very much opposed to this acquisition and wished to speak to me not only to discuss my new status as a stockholder but also to persuade me to vote against the proposed acquisition.
Now here is where things get really interesting. The acquisition party had lined up enough votes among the stockholders to pass their motion provided that the Smith stocks were not involved in the vote. Since Smith had never attended any stockholders meetings or sent in any proxies, they figured that his 29% of the stocks would not need to be taken into account. With only 71% to worry about, all they needed was 36% of the stock to pass the motion. And since they had lined up 38% for their side, they figured their motion would sail on through. In fact during this very day the ringleaders of this acquisition party were out of town meeting with the officers of MEGACORP. Consequently they were unaware of the death of Jim Smith and my heirship until they arrived back in town just in time for the stockholders meeting at 10 AM tomorrow.
Banks did not need to persuade me to vote against the acquisition because I do not like large corporations and I am very much in favor of small locally owned businesses. Banks rejoiced when he heard that because with my stocks included the pro-local anti-acquisition people now had plenty of votes to defeat the acquisition motion. Banks had already managed to line up 30% against the motion; this 30% plus my 29% would equal 59%.
So, the acquisition party was in for a big surprise at the stockholders meeting the next day. This surprise came at the very start of the meeting. The by-laws for stockholders meetings required that before the meeting per se gets under way, that any new stockholders must be introduced. The acquisition fellows were astonished when they learned of the death of Jim Smith and that I, as his heir, now owned his stocks, and that I was attending the stockholders meeting.
It is very unfortunate that most business meetings are so boring and tedious. Fortunately, this was not the case with Colley Desk. All routine stuff like the minutes, committee reports, Treasurers Reports, etc. were all written down and mailed out to the stockholders prior to the meeting so that no time was wasted listening to someone reading them at the meeting. This way ample time was available to discuss important matters. Consequently all this preliminary stuff was out of the way in a few minutes and then the stage was set for the big item of business, the acquisition question, about which I could see the acquisition fellows were sweating, wondering how I would vote.
After the motion was introduced and several pro-acquisition people had their say, then the anti-acquisition people began voicing their opposition. I decided to wait until last to speak. After I stood and was recognized by the chairman, I began my well-rehearsed talk: "Thank you Mr. Chairman. I would like to begin by thanking those of you and others in this community who have welcomed me here, particularly my attorney Mr. Ed Banks and my neighbor, Alice Meadows. When I showed my house to Miss Meadows yesterday she told me some very interesting stories about this community and about the roles played by the ancestors of Jim Smith in it. The last room we visited is one which is solely devoted to memorabilia and records pertaining to the Colley Desk Company, which was very important for Mr. Smith's ancestors. I was very favorably impressed with what I learned about Colley Desk. One important principle which was stressed in these records, which is pertinent to the motion before us, is the principle that Colley Desk is a locally owned company, and is not part of any larger corporation. I would like to say that for a long time now I have been in favor of small locally-owned businesses, so that I agree wholeheartedly with this principle. For this reason, I am opposed to the motion to allow another company to acquire Colley Desk. Thank you."
My brief talk appeared to have a big impact on the other stockholders, so much so that some of those intending to vote for the acquisition changed their minds. So, when the votes were tallied it turned out that there were 79% against the acquisition motion! Immediately after this vote Mr. Banks rose and introduced a motion to add an amendment to the Colley Desk constitution which would require a 90% vote of all stocks to approve selling Colley Desk to another company. The acquisition people were stunned! Then Alice Meadows rose up and introduced a "call for the question", meaning that, if passed, the vote on the motion would be taken right away. This immediately passed as did the motion itself, which meant that the amendment was adopted, because the 79% was more than the 75% needed to adopt an amendment.
Now it was time to elect the Board of Directors. First, the slate of current directors was introduced. At every other annual stockholders meeting those attending simply endorse the current slate -- there has never been a "proxy fight" at Colley Desk. But this year there was. A prominent local man, Mr. Bill Brasch, the bank president, introduced an alternate slate, composed of seven new people, who represented the same group opposing the acquisition. It was believed that we would get just slightly over 60% of the vote for this slate, meaning that six of them would be elected to the ten man board. The way it works in such a proxy fight at Colley Desk, is that for each 10% of the vote, the challengers get one seat on the board, and the rest of the seats go to the current board slate. Well, the same 79% voted for the new board, our slate, so we got seven members on the new board, the other three going to the current board slate. Wow, what an upset!! And, because I am the largest shareholder the new group put me down on their slate for the Board, so I am now on the Board of Colley Desk.
After the new Board met I left with Alice to accept her invitation to have lunch with her at her house. As we began our conversation at this meal I told her that I thought I now knew why I was the heir of Jim Smith. The purpose was to save Colley Desk from being acquired by MEGACORP so it could remain a locally owned company. We discussed this during the meal and afterward and she was inclined to agree with me.
Now it is time to mention something I have thus far omitted. I am absolutely smitten with Alice Meadows! It began the moment I met her and it increased during the time we spent together yesterday. And I could tell that my love for her was reciprocated -- she was strongly suppressing her feelings toward me, giving only hints of them by means of some slight flirtations. After I recently became a widower I pondered whether I should remarry but had serious doubts for reasons I shall not divulge here. I no longer have any doubts. Since Alice is very good at sensing people's feelings I could tell that she knew how I felt about her, so I figured it was now time to discuss it with her.
Our discussion was quite short for the reasons I just noted -- the only question was when the wedding will be and where we shall live. We decided to get married right away and that she would live with me in my house, which she absolutely adores, and that she would keep her house to give to one of our children, and in the meantime rent it out. Children?? Yes, children! You see, Alice is very unusual in that she has not yet had her menopause and so is still capable of conceiving a child. This actually is not so surprising when you consider the fact that her own mother became pregnant with her at the ripe old age of 55! Our marriage will be tomorrow with a justice of the peace so we can immediately begin living together as man and wife.
Having settled this we moved on to discuss something else closely related. She said that maybe the real reason I was Jim Smith's heir was so I could marry her. She could not marry Smith, so she married his heir!
She finally concluded that the reason could be one or the other, probably both, but, anyway, who cares? Things have turned out fine!
I think that both these reasons are true. I am no longer the Baffled Heir!
I chose the names of the dramatis personae from names of prominent people in the history of Grantville, the small town in Georgia where I have lived since 1991. The first settler in Grantville, whose log cabin still exists, was named Meadows. His family line then switched over to the Smiths. The Bonnie Castle mansion in Grantville was built by the Colley family. A prominent businessman in Grantville in days of yore was Mr. Bill Banks and the teller at the famous robbery of the Bank of Grantville in 1932 was Mr. Ed Brasch. Concerning these two names, what I did in this story was to exchange the two first names to come up with Bill Brasch and Ed Banks.
In the rural area of Eastern Pennsylvania where I grew up there was a major business, in which my father and many other area people owned stocks. It is called the Boyertown Burial Casket Company. I wanted something like this for the business in this story but I do not like caskets, so I decided to have it make office desks instead. And the name Colley Desk sounds really great, I think, which is how I came up with that name. And, by the way, the ten man board and the rules about the outcome of a proxy fight were the rules at the Boyertown Company, which I learned from my father who told me of a proxy fight they had in which his brother, my Uncle Lloyd, was the leader of the challengers.
The germ of this story was the concept of a baffled heir, which is why I began it with that and gave it the title I did. It was only later that I got the ideas for the rest of the story.