Naturally, therefore, when it became known that such redoubtable heads as those of the trustees and the underlying mortgagees of St. Asaph’s were being put together, it was fully expected that some important development would follow. It was not accurately known from which of the assembled heads first proceeded the great idea which was presently to solve the difficulties of the church. It may well have come from that of Mr. Lucullus Fyshe. Certainly a head which had brought peace out of civil war in the hardware business by
amalgamating ten rival stores and had saved the very lives of five hundred employees by reducing their wages fourteen per cent, was capable of it.
At any rate it was Mr. Fyshe who first gave the idea a definite utterance.
“It’s the only thing, Furlong,” he said, across the lunch table at the Mausoleum Club. “It’s the one solution. The two churches can’t live under the present conditions of competition. We have here practically the same situation as we had with the two rum distilleries, – the output is too large for the demand. One or both of the two concerns must go under. It’s their turn just now, but these fellows are business men enough to know that it may be ours to-morrow. We’ll offer them a business solution. We’ll propose a merger.”
“I’ve been thinking of it,” said Mr. Furlong senior, “I suppose it’s feasible?”
“Feasible!” exclaimed Mr. Fyshe. “Why look what’s being done every day everywhere, from the Standard Oil Company downwards.”
“You would hardly, I think,” said Mr. Furlong, with a quiet smile, “compare the Standard Oil Company to a church?”
“Well, no, I suppose not,” said Mr. Fyshe, and he too smiled, – in fact he almost laughed. The notion was too ridiculous. One could hardly compare a mere church to a thing of the magnitude and importance of the Standard Oil Company.
“But on a lesser scale,” continued Mr. Fyshe, “it’s the same sort of thing. As for the difficulties of it, I needn’t remind you of the much greater difficulties we had to grapple with in the rum merger. There, you remember, a number of the women held out as a matter of principle. It was not mere business with them. Church union is different. In fact it is one of
the ideas of the day and everyone admits that what is needed is the application of the ordinary business principles of harmonious combination, with a proper – er – restriction of output and general economy of operation.”
“Very good,” said Mr. Furlong, “I’m sure if you’re willing to try, the rest of us are.”
“All right,” said Mr. Fyshe. “I thought of setting Skinyer, of Skinyer and Beatem, to work on the form of the organisation. As you know he is not only a deeply religious man but he has already handled the Tin Pot Combination and the United Hardware and the Associated Tanneries. He ought to find this quite simple.”
Within a day or two Mr. Skinyer had already commenced his labours. “I must first,” he said, “get an accurate idea of the existing legal organisation of the two churches.”
For which purpose he approached the rector of St. Asaph’s.
“I just want to ask you, Mr. Furlong,” said the lawyer, “a question or two as to the exact constitution, the form so to speak, of your church. What is it? Is it a single corporate body?”
“I suppose,” said the rector thoughtfully, “one would define it as an indivisible spiritual unit manifesting itself
on
earth.”
“Quite so,” interrupted Mr. Skinyer, “but I don’t mean what it is in the religious sense: I mean, in the real sense.” “I fail to understand,” said Mr. Furlong.
“Let me put it very clearly,” said the lawyer. “Where does it get its authority?”
“From above,” said the rector reverently.
“Precisely,” said Mr. Skinyer, “no doubt, but I mean its authority in the
exact
sense of the term.”
“It was enjoined on St. Peter,” began the rector, but Mr. Skinyer interrupted him.
“That I am aware of,” he said, “but what I mean is, – where does your church get its power, for example, to hold property, to collect debts, to use distraint against the property of others, to foreclose its mortgages and to cause judgment to be executed against those who fail to pay their debts to it? You will say at once that it has these powers direct from Heaven. No doubt that is true and no religious person would deny it. But we lawyers are compelled to take a narrower, a less elevating point of view. Are these powers conferred on you by the state legislature or by some higher authority?”
“Oh by a higher authority, I hope,” said the rector very fervently. Whereupon Mr. Skinyer left him without further questioning, the rector’s brain being evidently unfit for the subject of corporation law.
On the other hand he got satisfaction from the Rev. Dr. Dumfarthing at once.
“The church of St. Osoph,” said the minister, “is a perpetual trust, holding property as such under a general law of the state and able as such to be made the object of suit or distraint. I speak with some assurance as I had occasion to enquire into the matter at the time when I was looking for guidance in regard to the call I had received to come here.”
“It’s a quite simple matter,” Mr. Skinyer presently reported to Mr. Fyshe. “One of the churches is a perpetual trust, the other practically a state corporation. Each has full control over its property provided nothing is done by either to infringe the purity of its doctrine.”
“Just what does that mean?” asked Mr. Fyshe.
“It must maintain its doctrine absolutely pure. Otherwise
if certain of its trustees remain pure and the rest do not, those who stay pure are entitled to take the whole of the property. This, I believe, happens every day in Scotland where, of course, there is great eagerness to remain pure in doctrine.”
“And what do you define as
pure doctrine
?” asked Mr. Fyshe.
“If the trustees are in dispute,” said Mr. Skinyer, “the courts decide, but any doctrine is held to be a pure doctrine if
all
the trustees regard it as a pure doctrine.”
“I see,” said Mr. Fyshe thoughtfully, “it’s the same thing as what we called ‘permissible policy’ on the part of directors in the Tin Pot Combination.”
“Exactly,” assented Mr. Skinyer, “and it means that for the merger we need nothing, – I state it very frankly, – except general consent.”
The preliminary stages of the making of the merger followed along familiar business lines. The trustees of St. Asaph’s went through the process known as ‘approaching’ the trustees of St. Osoph’s. First of all, for example, Mr. Lucullus Fyshe invited Mr. Asmodeus Boulder of St. Osoph’s to lunch with him at the Mausoleum Club; the cost of the lunch, as is usual in such cases, was charged to the general expense account of the church. Of course nothing whatever was said during the lunch about the churches or their finances or anything concerning them. Such discussion would have been a gross business impropriety. A few days later the two brothers Overend dined with Mr. Furlong senior, the dinner being charged directly to the contingencies account of St. Asaph’s. After which Mr. Skinyer and his partner, Mr. Beatem, went to the spring races together on the Profit and Loss account of St. Osoph’s, and Philippa Overend and Catherine Dumfarthing
were taken (by the Unforeseen Disbursements Account) to the grand opera, followed by a midnight supper.
All of these things constituted what was called the promotion of the merger and were almost exactly identical with the successive stages of the making of the Amalgamated Distilleries and the Associated Tin Pot Corporation; which was considered a most hopeful sign.
“Do you think they’ll go into it?” asked Mr. Newberry of Mr. Furlong senior, anxiously. “After all, what inducement have they?”
“Every inducement,” said Mr. Furlong. “All said and done they’ve only one large asset, – Dr. Dumfarthing. We’re really offering to buy up Dr. Dumfarthing by pooling our assets with theirs.”
“And what does Dr. Dumfarthing himself say to it?”
“Ah, there I am not so sure,” said Mr. Furlong; “that may be a difficulty. So far there hasn’t been a word from him, and his trustees are absolutely silent about his views. However, we shall soon know all about it. Skinyer is asking us all to come together one evening next week to draw up the articles of agreement.”
“Has he got the financial basis arranged then?”
“I believe so,” said Mr. Furlong. “His idea is to form a new corporation to be known as the United Church Limited or by some similar name. All the present mortgagees will be converted into unified bondholders, the pew rents will be capitalised into preferred stock and the common stock, drawing its dividend from the offertory, will be distributed among all members in standing. Skinyer says that it is really an ideal form of church union, one that he thinks is likely to be widely adopted. It has the advantages of removing all
questions of religion, which he says are practically the only remaining obstacle to a union of all the churches. In fact it puts the churches once and for all on a business basis.”
“But what about the question of doctrine, of belief?” asked Mr. Newberry.
“Skinyer says he can settle it,” answered Mr. Furlong.
About a week after the above conversation the united trustees of St. Asaph’s and St. Osoph’s were gathered about a huge egg-shaped table in the board room of the Mausoleum Club. They were seated in intermingled fashion after the precedent of the recent Tin Pot Amalgamation and were smoking huge black cigars specially kept by the club for the promotion of companies and chargeable to expenses of organisation at fifty cents a cigar. There was an air of deep peace brooding over the assembly, as among men who have accomplished a difficult and meritorious task.
“Well, then,” said Mr. Skinyer, who was in the chair, with a pile of documents in front of him, “I think that our general basis of financial union may be viewed as settled.”
A murmur of assent went round the meeting. “The terms are set forth in the memorandum before us, which you have already signed. Only one other point, – a minor one, – remains to be considered. I refer to the doctrines or the religious belief of the new amalgamation.”
“Is it necessary to go into that?” asked Mr. Boulder.
“Not entirely, perhaps,” said Mr. Skinyer. “Still there have been, as you all know, certain points, – I won’t say of disagreement, – but let us say of friendly argument, – between the members of the different churches, – such things for example,” here he consulted his papers, “as the theory of the creation, the salvation of the soul, and so forth, have been
mentioned in this connection. I have a memorandum of them here, though the points escape me for the moment. These, you may say, are not matters of first importance, especially as compared with the intricate financial questions which we have already settled in a satisfactory manner. Still I think it might be well if I were permitted with your unanimous approval to jot down a memorandum or two to be afterwards embodied in our articles.”
There was a general murmur of approval.
“Very good,” said Mr. Skinyer, settling himself back in his chair. “Now, first, in regard to the creation,” here he looked all round the meeting in a way to command attention, – “Is it your wish that we should leave that merely to a gentlemen’s agreement or do you want an explicit clause?”
“I think it might be well,” said Mr. Dick Overend, “to leave no doubt about the theory of the creation.”
“Good,” said Mr. Skinyer. “I am going to put it down then something after this fashion: ‘On and after, let us say, August 1st proximo, the process of the creation shall be held, and is hereby held, to be such and such only as is acceptable to a majority of the holders of common and preferred stock voting pro rata.’ Is that agreed?”
“Carried,” cried several at once.
“Carried,” repeated Mr. Skinyer. “Now let us pass on,” – here he consulted his notes, – “to item two, eternal punishment. I have made a memorandum as follows, ‘Should any doubts arise, on or after August first proximo, as to the existence of eternal punishment they shall be settled absolutely and finally by a pro rata vote of all the holders of common and preferred stock.’ Is that agreed?”
“One moment!” said Mr. Fyshe, “do you think that quite fair to the bondholders? After all, as the virtual holders
of the property, they are the persons most interested. I should like to amend your clause and make it read, – I am not phrasing it exactly but merely giving the sense of it, – that eternal punishment should be reserved for the mortgagees and bondholders.”
At this there was an outbreak of mingled approval and dissent, several persons speaking at once. In the opinion of some, the stockholders of the company, especially the preferred stockholders, had as good a right to eternal punishment as the bondholders. Presently Mr. Skinyer, who had been busily writing notes, held up his hand for silence.
“Gentlemen,” he said, “will you accept this as a compromise? We will keep the original clause but merely add to it the words, ‘but no form of eternal punishment shall be declared valid if displeasing to a three-fifths majority of the holders of bonds.’”
“Carried, carried,” cried everybody.
“To which I think we need only add,” said Mr. Skinyer, “a clause to the effect that all other points of doctrine, belief or religious principle may be freely altered, amended, reversed or entirely abolished at any general annual meeting!”
There was a renewed chorus of “Carried, carried,” and the trustees rose from the table shaking hands with one another, and lighting fresh cigars as they passed out of the club into the night air.
“The only thing that I don’t understand,” said Mr. Newberry to Dr. Boomer as they went out from the club arm in arm (for they might now walk in that fashion with the same propriety as two of the principals in a distillery merger), “the only thing that I don’t understand is why the Reverend Mr. Dumfarthing should be willing to consent to the amalgamation.”
“Do you really not know?” said Dr. Boomer.
“No.”
“You have heard nothing?”
“Not a word,” said Mr. Newberry.
“Ah,” rejoined the president, “I see that our men have kept it very quiet, – naturally so, in view of the circumstances. The truth is that the Reverend Mr. Dumfarthing is leaving us.”