Untitled Texas Attorney General Opinion ( 1940 )

Honorable L. A. Woods,
State Superintendentof Fubllc Instruction
Austin, Texas
Dear Sir: Attention: Mr. T. M. Trlmble
Opinion Ro. O-2162
Re: Refusal to approve minutes
of school board meeting at
which teacher was ,elected.
We are in receiptof your letter of April 2,
190, la which you aubmLt the followingquestion to this
departmentfor an opinion:
"Would the action of the board of trustees
in its meeting on January 1, when.it refused to
approve the minutes of the Deoember meeting ate
which time SuperlntendentR. R, ,Sandlinhad been
given an extended oontract and.to which he had
mailed his written acceptance,relieve the board
of trustees of the-Archer,CltgIndependentSchool
District of Its aontracted,obligation to Superin-
tendent Sandlln?"
It appears from copies of the minutes submitted
with the request that Mr. Sandlln was elected aspsuperln-
tendent of the Archer City IndependentSchool District for
the school year 1938-1939 on March 26, 1938. On March 6,
1939, he was re-elected for the school year 1939-1940 and
gave notice of his acceptance in writing dated March 10,
1939. At a meeting of the board on December 4, 1939, the
motion was carried that Mr. Sandllnls contract be extended
for a period of two years after the expiration of his pres-
ent contract, and that he notify the board in writing, a
copy of the letter to be filed wlth.the minutes. Mr. Sand-
lln accepted the position of school.superFntendeut for the
Hsnoro~ble
L. A. Woods, Page 2 (O-2162)
school terms 1940-41 and 1941-42 by letter dated December 11,
1939. There were some changes In the membership of the board
by resignationsand appointmentsto fill vacancies, and on
January 1, 1940, the motion was carried, "that the minutes ex-
tending the contract of R. E. Sandlin beyond the explratlon
of the present school term be not approved and that the secre-
tary notify him in writing."
Your question assumes the making of a valid enforce-
able contract between the board and Mr: Sandlln and questions
the power of the Board to revoke or avoid the contract by a
refusal to approve the minutes of the meeting at which the of-
fer was made, after the acceptance of Mr. Sandlln was given.
We confine'thlsopinion to the question presented,and express
no opinion upon the question of the Statute of Frauds or other
questions which might arise out of any irregularitiesIn the
proceedingsor minutes'.
The minutes of a school board are but a record or
evidence of the proceedingsbefore the board. Where minutes
are kept they are the best evidence of what they recite, but
la the absence of such record, other evidence may be considered
to determine the actual facts.
It is stated in Brown v. City of Webster City, (Iowa
1902) 88 N.W. 1070:
"Generallyspeaking,the acts of a city
council can only be shown by Its records, ordin-
ances, and resolutions. But these are not con-
clusive nor are they the only evidence of what Is
done. If it were not so, the city might escape
llablllty simply through failure to make a record.
. . . The primary question is, what dld it do?
Ordinarily,the records are the 'mind and memory'
of the corporate body, but, if there be no record
we go to the next best evidence."
In Roland v. Reading School District (Sup. Ct. Penn.
1894) 28 A. 995, It is stated:
"If action actually taken by the board falls,
for any reason, to get upon the minutes, it may be
shown to have been regularly taken by the testi-
mony of witnesses cognizant of the fact; but the
rule is, as weehave stated it, that the best evi-
dence of the action of a quasi municipal corpora-
tion is the official record of the governing body."
Honorable L. A. Woods, Page 3 (o-2162)
The Texas rule KLth'respectto municipal corpor-
ations isstated as follows in 30 Tex. Jur. p. 200:
"Ordinarily,the action of the council may
be shown only by the authenticatedminutes of the
meeting at which it was had, and not by parol,
in the absence of proof that the minutes ha.vebeen
lost or destroyed. Again, parol evidence is not
admissible to change or contradictthe minutes.
But the latter rule applies only where the record
is regular and complete on its face; and deflclen-
ties in the minutes may be supplFed and matters not
shown by them may be proved by evidence allunde
which does not vary or contradictthem. Thus,
though the passage of an ordinanceis not evidenced
In the manner provided for by law, parol evidence
Is admissible to show that action was actually taken,
the statute not making the validity of the action of
the governFng body dependent upon Fts being recorded.
Also, a person may prove by parol evidence a con-
tract made by him with the council4 where the con-
tract is not shown by the minutes.
The Board of Trustees In the instant case might have
refused to approve that part of the minutes of the former
meeting relating to the election of Mr. Sandlin, for the rea-
son that the minutes did not speak the truth and such action
was not taken; they might have been rejected for the reason
that the board was of the opinion that a valid enforceable
contract had never been consummatedbecause of extrinsic facts
not before us or because of some rule of law. On the other
hand, facts may exist which would be sufficientto support
the contract notwithstandingthe refusal to approve the min-
utes.
We confine our ruling to the followingproposition:
It Is our opinion, assuming that under all the facts
and circumstancesa valid and enforceablecontract had there-
tofore been entered into between the Board of Trustees of the
Archer City IndependentSchool District and Mr. Sandlin, the
Board may not relleve Itself of such valid contractualobliga-
Honorable L. A. Woods, Page 4 (0-?162)
t1on by refusLng to approve that,part of the minutes record-
ing the action of the Board when the offer or contract was
made.
Yours very truly,
ATTORNEY GENERAL OF TEXAS
BY
ccc:BBB
APPROVED AER 15, 1940
/a/ Gerald C. Mann
ATTORNEYGNNRRALOFTEXAS
APPROVED OPINION~COMMITTEE '
BY/s/BWB CHAIRMAN