Hon. Joe C..Gladney 

Criminal District Attorney 

Rusk County 

Henderson, Texas 

Dear Sir: 

Attention: Mr. J. M. Burns 

Opinioh No. O-2228 

Re: Validity of teachers' contracts not 

signed by president, of board and necessity for the approval of minutes. 

We are in receipt of your letter of April13, 19h0, requesting 

an opinion of this department which reads as follows: 

*A meeting of the board of trustees of an independent 

school district; with less .than five hundred scholastics, 

was held on April 1, 19b0, with all seven members of the 

board present. During the meeting a motion was made and 

seconded to elect four teachers for the next school year, 

said teachers being named in the motion. Three of the board 

members voted in favor of this motion, two opposed it, and 

the chairman and one failed to vote either way. Before the 

meeting adjourned, a motion was made that the minutes of the 

meeting be approved before adjournment, but this motion met 

with such opposition that the meeting adjourned without approving the minutes. About the 5th or 6th of April, the secretary and three other members of the board met and signed 

contracts with the above mentioned four teachers, said action being taken without consulting the chairman and before 

the minutes were approved. On April 6, the trustee election 

was held and a majority of the board were defeated. Now, the 

new members of the board have qualified and do not favor employing the four teachers above mentioned and do not intend 

to ratify or approve,the minutes of the meeting wherein they 

were hired. 

'*The questions on which I desire an opinion from your 

office are: 

"1. Would the Chainnan or President of the board's signature to the contracts be necessary to make the contracts 

valid where the minutes have not been approved? 

"2. Are the contracts of the above mentioned teachers 

valid and binding wherein the minutes of the meting in which 

they were elected are not approved by the board and where a 

majority of the school board have met and signed the contracts?" 
Hon. Joe C. Gladney, page 2 (O-2228) 

Please accept our thanks for the assistance furnished us by your 

opinion and citation of authorities. 

Articles 2779, 2780 and 2783, Revised Civil Statutes 1925, provide 

for the organization of boar& of trustees in independent school districts 

and the conduct of their business. It is provided that they shall choose a 

president, secretary and other officers and they are authorized to adopt such 

rules, regulations and by-laws as they may deem proper. Article 2781 expressly 

authorLees such board of trustees to -ploy teachers for the schools of the 

district for a term not to exceed three years. 

We ruled in opinion No. O-237, a copy of which is enclosed herewith, 

that the action of a commissioners' court authorizing a contract was valid, where 

a quorkwas~preaent and the motion-was carried by a majority of those voting, 

although two members were present and refused to vote, See also 46 C.J. 1381. 

Under’the general powers vested in boards of trustees for independent 

school districts, the president or other duly authorized officer may be, and 

frequently is, directed or authorized to finally execute a contract entered 

into by such body; h-ever, we are not aware of any statute or rule of law which 

would require the president of the board of trristees of an independent school 

district to join in the execution of a teacher’s contract, as a pre-requisite 

to its validity, where such contract was authorized by regular proceedings before the board, accepted by the teacher, and later signed by a majority of the 

other members of the board. The statutes authorize the board of trustees to 

enter into contracts of employment with teachers and its action does not depend 

upon the consent or signature of any particular arember or officer of the board. 

The following rule appears in 56 C.J. at p. 90, g 318: 

“If the terms of the contract with a teacher are properly 

agreed upon at a regularly convenedmeeting of the school board, 

the parties may affix their signatures to the contract at some 

later tdme, and separately at different tines and places, except 

where the statute is construed to require exeoution of the contract by members of the board at the boardraeeting,n 

~,. Apparently there is no dispute as to what actually occurred at the meeting of the board when the teachers were elected, but the newmembers have refused 

to approve the minutes because they disapprove of the action taken at the previous 

meeting. The validity of such a contract regularly entered into does not depend 

upon a cratificationo of the contract by approving the minutes, The minutes, under the.above facts,.are but records of the proceedings of the board, and in the 

absence of such records proof of the actual facts may be supplied by parol. Such 

was our ruling in opinion No. O-2162, a copy of which is enclosed herewith. You 

do not specifically so state, but we think the inference may be reasonably drawn 

that the first attempt to approve the minutes was made before the secretary ever 

wrote them up and there was nothing to approve. 
Hon. Joe C. Gladney, page 3 (O-2228) 

Your first question is answered in the negative, and your second 

in the affirmative. 

Yours very truly 

ATTORNEGENERALOFTEXAS 

By /a/ Cecil C. Cammack 

Cecil C. Camack, Assistant 

APF’ROVED APR 27, ~1940 

/s/ Gerald C. Mann 

ATTOFNEYGENERAL OFTEXAS 

APPROVElIz OPINIONCOMWITEE 

BY: Bh'B, Cm 

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