(FORTUNE Magazine) – Once upon a time there was a very big corporation, and it needed a new Chief Executive Officer. The old CEO was doing a perfectly good job, and the company was going along fine, but the corporation had bylaws that limited the number of years a Chief Executive could serve, and the old occupant's time was up, and there was nothing anybody could do about it.

So the time came for internal discussion on this matter, and two parties coalesced, each around a candidate for the high corporate office. The first party was made up of existing senior management and friends of the current CEO. It was thought by these people that the present Executive Vice President would make a fine senior officer of the corporation. This individual, while not as sharp as the current CEO, nor for that matter as well liked, was younger, still possessed some hair, at least up front, and had a great deal of experience in the ways of the corporation. It was thought by this group that a dull, responsible, professional bureaucrat was an acceptable solution to the problem of sustaining the company's excellent performance. True, he had performed no duties that would recommend him particularly, but he was thought to be strong in character and not suffering dramatic negatives.

The other group was made up of senior management left over from a large and difficult merger that had taken place some eight or nine years before. They were very old, these managers. Some had been forced to occupy bitter, secluded offices in the executive departure lounge that the company maintained on a quiet upper floor for old warriors living out the terms of their contracts.

Their former corporation had been a proud one, with great history and solidity, and it had been run by an extremely aged and revered Chief Executive and his hand-picked cadre of tough, stringy lieutenants. Upon the utter senescence of this inscrutable individual, one chief lieutenant came to the fore and assumed CEO status. It was during this man's tenure that the corporation was acquired, and its senior management, having lost standing within the newly merged entity, now hovered at the periphery, yearning for a return to glory.

Now it came to pass that this chief lieutenant had several sons squirreled away within the corporation, far from the eyes of current senior management. One was in a field office down south and was essentially untested. The other was the COO of a large subsidiary out west. It was upon this son that the elders now focused their scrutiny.

This individual was a complex mixture of strengths and liabilities. He had never been particularly good at anything, but he had never quite failed at anything either. At school he had mostly distinguished himself as an affable addition to any social gathering. Afterward he had for the most part done average duty at everything to which he had put his hand, all opportunities, as well as much day-to-day guidance, having been provided by his father and his father's friends. Most recently, at a loss for what else to do with the pleasant, charming, somewhat vapid lad, his dad had obtained for him, at great financial cost, the operating job out west (much as he had done for the son down south, come to think of it).

In his new role, this son had shown a certain toughness of spirit, particularly a willingness to cut head count with extreme prejudice. There was only one problem, however, one recognized by his supporters as well as his adversaries, and it was this: He was not very intelligent; perhaps not all the way to stupid, no, but certainly not the brightest bulb on the tree.

"How can we have a Chief Executive who doesn't know where half our operations are?" asked one wizened hand. "And his way with words," said another. "He can barely string two of them together without producing a hilarious mistake!" The elder statesmen considered this, and they smiled, for they knew three things. First, wrapped in the trappings of office and apparel from Brooks Brothers and L.L. Bean, the fellow looked as intelligent as anyone, at least from a distance. Second, their fellow had gone to Yale. Does Yale house any stupid people? Of course not! Finally, this young man knew his limitations quite well and was, as we have noted, amenable to guidance, if not control.

"We will help him, and he will succeed," said the former chief lieutenant to his ancient cronies, and they broke out the cigars and some fine brandy, too, of which all but the young man himself partook.

The battle was closely fought. The Executive Vice President, smarter and more knowledgeable than his opponent, ran into trouble because his intelligence was mixed with smugness, and it turned out that shareholders found him harder to imagine as a golfing partner than the other. In head-to-head contests, the less intelligent man found that by simply not dribbling sputum on his shoes he was thought to have enjoyed a huge moral victory. "He's not very smart, but neither are we," said a lot of shareholders who didn't like the smarty-pants EVP.

The day came when the shareholders were asked to decide who would be the next CEO. And then it was that things got marvelous and strange. For when the proxies were tallied, the EVP had more of them! Thank goodness, due to the byzantine bylaws of the corporation, it turned out that didn't matter! Many inconvenient votes would not count, and justice would prevail.

Still the forces of the corporate status quo fought their dirty little fight, and for a while it looked as though they might even prevail on behalf of the evil Executive Vice President. But at last, the extremely ancient, very powerful, and somewhat liver-spotted viziers who served the beloved former CEO and his successor, the valued lieutenant, called up five of their great old pals whom they had gotten jobs for on the Board of Directors. And so it was that our young friend became Chief Executive Officer of this great and powerful corporation.

And they all lived happily, affably, and somewhat stupidly ever after, with the corporation in very good, very practiced, and very, very old hands.

Now go to sleep, my dears. I'll set the alarm for 2004.

By day, STANLEY BING is a real executive at a real FORTUNE 500 company he'd rather not name. He can be reached at stanleybing@aol.com.