Case Information
*1 Honorable L. A. Woods,
State Superintendent of 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 following question to this department for 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, ,Sandlin had been given an extended oontract and.to which he had mailed his written acceptance, relieve the board of trustees of the-Archer ,Cltg Independent School 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 asp superln- tendent of the Archer City Independent School 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 *2 Hsnoro~ble L. A. Woods, Page 2 (O-2162)
school terms 1940-41 and 1941-42 by letter dated December 11, There were some changes In the membership of the board 1939. by resignations and appointments to 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'thls opinion 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 irregularities In the proceedings or minutes'.
The minutes of a school board are but a record or evidence of the proceedings before 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:
"Generally speaking, 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 wee have stated it, that the best evi- dence of the action of a quasi municipal corpora- tion is the official record of the governing body." *3 Honorable L. A. Woods, Page 3 (o-2162)
The Texas rule KLth'respect to municipal corpor- ations isstated as follows in 30 Tex. Jur. p. 200:
"Ordinarily, the action of the council may be shown only by the authenticated minutes of the meeting at which it was had, and not by parol, in the absence of proof that the minutes ha.ve been lost or destroyed. Again, parol evidence is not admissible to change or contradict the 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 contradict them. Thus, though the passage of an ordinance is 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 consummated because of extrinsic facts not before us or because of some rule of law. On the other hand, facts may exist which would be sufficient to support the contract notwithstanding the refusal to approve the min- utes.
We confine our ruling to the following proposition: It Is our opinion, assuming that under all the facts and circumstances a valid and enforceable contract had there- tofore been entered into between the Board of Trustees of the Archer City Independent School District and Mr. Sandlin, the Board may not relleve Itself of such valid contractual obliga- *4 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