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 Superintendent Sandlln?" 

It appears from copies of the minutes submitted 

with the request that Mr. Sandlln was elected asp superlntendent 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 present contract, and that he notify the board in writing, a 

copy of the letter to be filed wlth.the minutes. Mr. Sandlln accepted the position of school.superFntendeut for the 
Hsnoro~ble L. A. Woods, Page 2 (O-2162) 

school terms 1940-41 and 1941-42 by letter 

1939. 

dated December 11, 

There were some changes In the membership of the board 

by resignations and appointments to fill vacancies, and on 

January 1, 1940, the motion was carried, "that the minutes extending the contract of R. E. Sandlin beyond the explratlon 

of the present school term be not approved and that the secretary notify him in writing." 

Your question assumes the making of a valid enforceable 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 offer 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, ordinances, and resolutions. But these are not conclusive 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 testimony of witnesses cognizant of 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 official record of the governing body." 
Honorable L. 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 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 deflclenties 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 contract made by him with the council4 where 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 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 minutes. 

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 theretofore 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- 
Honorable L. A. Woods, Page 4 (0-?162) 

t1on by refusLng to approve that,part of the minutes recording 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