Hon.Joe C..Gladney Criminal District Attorney RuskCounty Henderson, Texas DearSir: Attention: Mr.J. M.Burns Opinioh No. O-2228 Re: Validity of teachers' contracts not signed by president, of board andnecessity for the approval of minutes.

Weare in receipt of your letter of April13, 19h0, requesting an opinion of this department which reads as follows:

*Ameeting of the board of trustees of anindependent school district; with less .than five hundred scholastics, washeld onApril 1, 19b0, with all seven membersof the board present. During the meeting amotion wasmadeand seconded to elect four teachers for the next school year, said teachers being namedin the motion. Three of the board membersvoted in favor of this motion, two opposed it, and the chairman and one failed to vote either way. Before the meeting adjourned, amotion was madethat 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 andthree other membersof the board met andsigned contracts with the above mentioned four teachers, said action being taken without consulting the chairman andbefore the minutes were approved. On April 6, the trustee election was held andamajority of the board were defeated. Now,the newmembersof the board have qualified and donot favor employing the four teachers above mentioned and do not intend to ratify or approve,the 

### minutesof the meeting wherein they were hired. '*Thequestions onwhich I desire an opinion from your office are: "1. Wouldthe Chainnan or President of the board's signature to the contracts be necessary to makethe contracts valid where the minutes have not been approved? "2. Are the contracts of the above mentioned teachers valid andbinding wherein the minutes of the meting in which they were elected are not approved by the board andwhere 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 byyour 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 andthe conduct of their business. It is provided that they shall choose a president, secretary andother officers and they are authorized to adopt such rules, regulations andby-laws as they maydeemproper. 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.

Weruled in opinion No. O-237, a copy of which is enclosed herewith, that the action of a commissioners' court authorizing a contract wasvalid, where a quorkwas~preaent and the motion-was carried by a majority of those voting, although twomemberswere 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 maybe, and frequently is, directed or authorized to finally execute a contract entered into by such body; h-ever, weare not aware of anystatute or rule of lawwhich 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, andlater signed by amajority of the other membersof the board. Thestatutes authorize the board of trustees to enter into contracts of employmentwith teachers and its action does not depend upon the consent or signature of any particular arember

### or officer of the board.

Thefollowing 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 mayaffix their signatures to the contract at some later tdme, and separately at different tines andplaces, except where the statute is construed to require exeoution of the contract by membersof the board at the boardraeeting,n

~,. Apparently there is no dispute as to what actually occurred at the meeting of the board whenthe teachers were elected, but the newmembers have refused to approve the minutes because they disapprove of the action taken at the previous meeting. Thevalidity of such a contract regularly entered into does not depend upon a cratificationo of the contract by approving the minutes, Theminutes, under the.above facts,.are but records of the proceedings of the board, andin the absence of such records proof of the actual facts maybe supplied by parol. Such was our ruling in opinion No. O-2162, a copy of which is enclosed herewith. You donot specifically so state, but wethink the inference maybe reasonably drawn that the first attempt to approve the minutes wasmadebefore the secretary ever wrote themup andthere was nothing to approve.Hon. Joe C. Gladney, page 3 (O-2228)

Your first question is answered in the negative, andyour 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 &C:L&wb