HonorableL. A. Woods,

State Superintendentof Fubllc Instruction Austin, Texas

Dear Sir: Attention: Mr. T. M. Trlmble OpinionRo. O-2162 Re: Refusal to approveminutes of schoolboard 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 Deoembermeeting ate which time SuperlntendentR. R, ,Sandlin had been given an extended oontractand.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 Superintendent Sandlln?"

It appears from copies of the minutes submitted with the request that Mr. Sandlln was elected aspsuperlntendent of the Archer City IndependentSchool District for the schoolyear 1938-1939on March 26, 1938. On March 6, 1939, he was re-elected for the schoolyear 1939-1940and gave notice of his acceptancein writing dated March 10, 1939. At a meeting of the board on December 4, 1939, the motion was carried that Mr. Sandllnls contractbe extended for a period of two years after the expirationof his present contract,and that he notify the board in writing, a copy of the letter to be filed wlth.theminutes. Mr. Sandlln accepted the position of school.superFntendeut for theHsnoro~ble L. A. Woods, Page 2 (O-2162)

school terms 1940-41and 1941-42by letter 1939. datedDecember 11, There were some changes In the membershipof the board by resignations

and appointmentsto fill vacancies,and on January 1, 1940, the motion was carried, "thatthe minutes extending the contractof R. E. Sandlin beyond the explratlon of the present school term be not approvedand that the secretary notify him in writing."

Your questionassumes the making of a valid enforceable contractbetween the board and Mr: Sandlln and questions the power of the Board to revoke or avoid the contractby a refusal to approve the minutes of the meeting at which the offer was made, after the acceptanceof Mr. Sandlln was given. We confine'thlsopinion to the questionpresented,and express no opinionupon the question of the Statute of Frauds or other questionswhich might arise out of any irregularities In the proceedingsor minutes'.

The minutes of a school board are but a record or evidence of the proceedings before the board. Whereminutes
are kept they are the best evidence of what they recite,but la the absence of such record, other evidencemay be considered to determinethe 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, ordinances, and resolutions. But these are not conclusivenor are they the only evidence of what Is done. If it were not so, the city might escape llabllltysimply through failure to make a record.

. . . The primary question is, what dld it do? Ordinarily,the records are the 'mindand memory' of the corporatebody, 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 regularlytaken by the testimony of witnessescognizantof the fact; but the rule is, as wee

have stated it, that the best evidence of the action of a quasi municipal corporation is the officialrecord of the governingbody."HonorableL. A. Woods, Page 3 (o-2162)

The Texas rule KLth'respect to municipal corporations isstated as follows in 30 Tex. Jur. p. 200:

"Ordinarily,

the action of the councilmay 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 admissibleto change or contradictthe minutes. But the latterrule applies only where the record is regular and complete on its face; and deflclenties in the minutesmay be supplFedand matters not shown by them may be proved by evidenceallunde 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 admissibleto show that action was actuallytaken, the statutenot making the validity of the action of the governFngbody dependentupon Fts being recorded. Also, a personmay prove by parol evidencea contract made by him with the council4where the contract 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 reason 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 opinionthat a valid enforceable contracthad never been consummated because of extrinsicfacts not before us or because of some rule of law. On the other hand, facts may exist which would be sufficientto support the contractnotwithstanding the refusal to approve the minutes.

We confine our ruling to the followingproposition:

It Is our opinion,assumingthat under all the facts and circumstances

a valid and enforceablecontracthad theretoforebeen 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-HonorableL. A. Woods, Page 4 (0-?162)

t1on by refusLng to approve that,partof the minutes recording the action of the Board when the offer or contractwas made.

Yours very truly,

ATTORNEY GENERAL OF TEXAS

BY

ccc :BBB

APPROVEDAER 15, 1940 /a/ Gerald C. Mann ATTORNEYGNNRRALOFTEXAS

APPROVED OPINION~COMMITTEE ' BY/s/BWB CHAIRMAN