Clear And Convincing Proof. Kate Wilhelm
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Due to the reduced staff and cancellations, traffic was light that afternoon. The two interns working under Darren’s supervision had their patients as usual, and Winnie Bok, the speech therapist, was on duty. A few others were there with their own flow of patients arriving, leaving. But Erica was not rushed, and she daydreamed that she had trained in physical therapy instead of education, that she now worked full-time here, consulting with Darren, joking with him in the lounge, walking home with him at the end of the day….
She chided herself for indulging in romantic schoolgirl fantasies, but they persisted. In fact, she seldom even saw him. He left the clinic every day before she finished reading, and he didn’t walk; he rode a bicycle. She had not seen it the day he saved her life, but she had been too shaken to notice much of anything. Sometimes she could hear him in the upper apartment, and one time she had made dinner for two, only to find that he had already left by the time she went up the stairs to invite him to share it. It would be different, she told herself, after he moved in. They would be neighbors, and how much closer could neighbors be, separated by a floor, a ceiling? He would drop in for a chat, for a cup of coffee; she would invite him to dinner; they would have long talks. They would find the key, or simply remove the lock on the upper door of the inside stairs.
Bernie returned a little before four-thirty. “They’re back,” she said. “Stephanie chased me out of the kitchen. She’s in a temper.”
“Why? What did you do?” Erica got up from the chair and moved aside as Bernie took her usual place.
“Me? Nothing. Stephanie said that Dr. McIvey plans to take over running the clinic. Believe me, if that happens, this place will clear out like the plague swept through.”
“Why? What’s wrong with him?”
Bernie looked past Erica and smiled. “Hi, Shawn. How’s it going?”
A tall youth had entered with a woman, his mother probably, Erica thought. The boy was wearing a neck brace and had his arm in a sling.
“Okay,” he said.
Bernie buzzed Tony Kranz and the boy started to walk toward the therapy rooms while his mother went to the waiting room. Tony met the boy halfway down the hall and they walked on together. Tony didn’t look very much older than his patient. He was one of the interns who had come for his clinical practice, and to work under the direction of Darren Halvord. The interns, Erica had learned, worked for peanuts, but they would have paid for the chance to work under Darren for a year or two. After this apprenticeship, they were considered to be prizes by other institutions.
Bernie did not have a chance to answer Erica’s question. A couple of patients were arriving for their four-thirty appointments, and others were leaving, some of them stopping by the desk to arrange appointment times or just to chat a moment.
Erica picked up her purse and the book she was reading, The Canterville Ghost, and wandered off to the lounge. She had started coming every weekday to read and knew there would be other chances to quiz Bernie, or one of the kitchen aides, a nurse, someone. She had not met Dr. McIvey, had not even caught a glimpse of him, but every time she heard the name David McIvey, or most often, Dr. McIvey, it was with that same tone of dislike, distrust, whatever it was. Yet, Annie had married him, and apparently planned to stay with him. Curious, she thought. It was very curious.
A week later Thomas Kelso advised David that the bylaws of the corporation required a reorganization of the governing board of directors. They met in the directors’ office at the clinic immediately after David left his surgical office.
The directors’ office was a pleasant room with a leather-covered sofa, good upholstered chairs, a round table with straight chairs and windows that looked out on the garden. In the past, the four directors had sat in the easy chairs, or on the sofa, not at the table, but that day Thomas had left his briefcase, a legal pad, pencils, water glasses and a tape recorder on the table as if to signify that this was not the companionable get-together of old friends who seldom disagreed. He was already at the table, scanning notes he had made over the past day or two when David entered.
After their greeting, which Thomas likened to a meaningless tribal ritual, he got straight to the point. “Since we have no secretary present, I’ll tape our meeting. We are required to keep a record of all meetings, you see.” He turned on the tape recorder. “Now, our bylaws demand that we have four directors’ positions filled at all times. After your father’s death, Joyce assumed his function as vice president, along with her own duties as secretary, of course. Those two positions now have to be filled.”
David watched him with narrowed eyes. He was tired. He had been in surgery for six hours that day, and he had seen patients in the office as well as in the hospital. He shook his head. “I don’t know what Mother did exactly, but whatever it was, it ran her ragged. I don’t have that kind of time, as you well know. I’m a working doctor. Hire someone to do whatever she was responsible for.”
“I’m afraid we can’t do that,” Thomas said. “Have you read the bylaws, David?” When he shook his head again, Thomas said, “Well, you should. But I’ll tell you now what’s in them. We set this up as a nonprofit clinic, of course, and we agreed that the directors would receive no compensation for the work they did relating to it. We can hire people like Greg and Naomi to run it, therapists, nurses, other staff, but we, the shareholders, receive no pay. Only the shareholders can hold office, and, in fact, are required to hold office and fulfill the duties of the office or else relinquish their shares. In that event the relinquished shares shall be evenly divided among the other shareholders.”
“That’s insane,” David said.
“Maybe so. But that’s how we set it up, and for fifty-two years that’s how it’s worked.” He pulled out a folder from his briefcase and handed it to David. “The bylaws and our mission statement, our charter,” he said. “We kept it as simple as the law allowed. Why don’t you look it over? It’s short. Won’t take you long.”
When David started to read, Thomas got up and crossed the room to stand at the window gazing out at the garden. Chrysanthemums were beginning to bloom—bright red, yellow, bronze. End of summer, he thought, that’s what chrysanthemums meant. Another season, another year winding down.
When he heard the papers slap down on the table, he turned to regard David, who was scowling fiercely. Thomas knew exactly what was in those bylaws. He and William McIvey had spent a great deal of time on them, and he had reviewed them all thoroughly during the past few days.
“What exactly was Mother responsible for?” David asked in a tightly controlled voice. No emotion was visible on his handsome face, no anger, no disdain, no disbelief. Nothing.
“As vice president, she was in charge of fund-raising. We have three major campaigns annually, as you probably know. She wrote letters to contributors, donors, escorted them on tours of the facility, a garden tea party every June, an annual auction, things of that sort. As secretary she kept notes at all our meetings and put them in order for the annual audit, as required by law. It wasn’t too onerous, but exacting. There are formulas, rules that must be followed.”
“Annette could do those things,” David said after a moment.
“Not unless she’s a shareholder and is elected to office by a majority vote.” Thomas returned to the table and sat down.
“David, there’s no money in this clinic. In fact, for years we ploughed money back into it from our practices. We never intended to