47 Iowa 11 | Iowa | 1877
The question is here presented whether a corporation whose business is transacted by a board of directors can be bound by the assent of a majority of the directors to a contract, expressed otherwise than at a duly convened meeting. We are of the opinion that it cannot. While it is true that a majority of the board will govern in the absence of a provision by statute, or in the articles of incorporation, requiring the concurrence of a greater number, yet their determination is valid only after the
In allowing evidence of what one of the directors said elsewhere than at a meeting of the board, and in instructing the jury as above set forth, we think that the Circuit Court erred.
The statute upon the subject is section 1727 of the Code, and provides that, “in each sub-district there shall be taught one or more schools, for at least twenty-four weeks in a year, unless the county superintendent shall be satisfied that there is good reason for failure to do so.” On the point the court instructed the jury that if they should find that the resolution of March 27, 1875, was made and passed by the boai’d of directors, for the purpose and with the intent to deprive sub-district No. 3 of a school for the twenty-four weeks, provided by law to be taught in a year, such resolution would be illegal, and would not deprive the sub-director of his right to employ a teacher in his snb-district to teach said twenty-four weeks.
The resolution upon its face purports to dispense with a school only for the coming summer months. But, conceding that the board designed thereby to provide a school for loss than twenty-four weeks in a year, we think that their action was legal, provided the county superintendent’s consent was - ob-
It is urged by plaintiff, however, that although the superintendent’s consent in this case was obtained, it should be treated as a nullity because it was not obtained until after the resolution was passed. To this it may be said that there is nothing in the statute providing that his consent shall be obtained in advance of any resolution of the board upon the subject. The board could have passed the resolution again after the superintendent’s consent was obtained, but it would have been a mere matter of form, and of no substantial benefit to any one. In the absence, therefore, of a statute requiring that the superintendent’s consent shall be obtained in advance, we cannot regard it as necessary.
Some other errors are assigned, but we think that they are substantially disposed of by the principles above enunciated, and do not, we think, require a separate consideration.
Reversed.