or agreement without a regular meeting is invalid, and will not bind the district. But the powers of school officers, as in the case of public officers generally, may be exercised by a majority, even in the absence of the others, or against their express will, provided due notice of the meeting at which the action takes place has been given to all.10 Similarly where the law requires a meeting to be held at a certain place, it cannot be held elsewhere and acts done at a meeting not held in accordance with the law are invalid. Where the statute requires a certain length or form of notice of a meeting, the statute must be scrupulously adhered to, else the meeting is irregular and its proceedings void; and where the statute requires that the notice shall specify the business to be done at such meeting, no business not so specified can be legally transacted thereat, 12 a usage to the contrary notwithstanding.18 School boards come within the general rule that where a power is given to do an act, and the particular method by which that power is to be exercised is pointed out by statute, the mode is the measure of the power.14 The courts, however, will not look behind the official records to determine whether proceedings were regular, and so where the minutes of a meeting show that the forms prescribed by law were adhered to, they cannot be contradicted or disproved by parol evidence in a collateral proceeding. The remedy is to have them corrected at the same or a subsequent meeting.15 Where the secretary of a school board has failed to keep a record of the proceedings of the board, or where the record has been lost, they 20, 14 Vt. 300, 39 Am. Dec. 225; Note: 33 L.R.A. 86. 5. McCortle v. Bates, 29 Ohio St. 419, 23 Am. Rep. 758; Pottawatomie County School Dist. No. 39 v. Shelton, 26 Okla. 229, 109 Pac. 67, 138 A. S. R. 962; Barton v. School Dist. No. 2, 77 Ore. 30, 150 Pac. 251, Ann. Cas. 1917A 252; Hunt v. School Dist. No. 20, 14 Vt. 300, 39 Am. Dec. 225; Honaker v. Board of Education, 42 W. Va. 170, 24 S. E. 544, 57 A. S. R. 847, 32 L.R.A. 413. Note: 33 L.R.A. 86. Dist. No. 1, 21 Pick. (Mass.) 75, 32 8. Williams v. Lunenburg School Dist. No. 1, 21 Pick. (Mass.) 75, 32 Am. Dec. 243; McCoy v. Curtice, 9 Wend. (N. Y.) 17, 24 Am. Dec. 113. 9. McCoy v. Curtice, 9 Wend. (N. Y.) 17, 24 Am. Dec. 113. 10. Williams v. Lunenburg School Dist. No. 1, 21 Pick. (Mass.) 75, 32 Am. Dec. 243; McCoy v. Curtice, 9 Wend. (N. Y.) 17, 24 Am. Dec. 113. 11. Note: 33 L.R.A. 86. 12. Hunt v. School Dist. No. 20, 14 Vt. 300, 39 Am. Dec. 225. 13. Scott v. School Dist. No. 9, 67 Vt. 150, 31 Atl. 145, 27 L.R.A. 588. 14. McCortle v. Bates, 29 Ohio St. 419, 23 Am. Rep. 758; Barton v. School Dist. No. 2, 77 Ore. 30, 150 Pac. 251, Ann. Cas. 1917A 252. 6. McCortle v. Bates, 29 Ohio St. 419, 23 Am. Rep. 758; Pottawatomie County School Dist. No. 39 v. Shelton, 26 Okla. 229, 109 Pac. 67, 138 A. S. R. 962; Honaker v. Board of Education, 42 W. Va. 170, 24 S. E. 544, 57 A. S. R. 847, 32 L.R.A. 413. 7. Williams v. Lunenburg School 264. R. C. L. Vol. XXIV.-37. 577 15. Everts v. Rose Grove Dist. Tp., 77 Ia. 37, 41 N. W. 478, 14 A. S. R. may be proved by secondary evidence, even though the law requires that they shall be kept in a certain specified manner. 16 Acts of school directors regular on their face are prima facie valid and will be held so to be in the absence of proof to the contrary. The official character of school directors may be established, at least prima facie, by evidence that they have been generally reputed to be and have acted as such, without production of their commissions. 18 Similarly acts of a school officer must be performed at the times and places designated by law or they will be invalid; and generally speaking, they must be performed within the territory over which the officer's jurisdiction extends.19 26. Election of Officers.-If the statute requires a particular procedure in elections of administrative officers by a school board, it must be strictly adhered to, and the mere unanimity of the choice will not validate an election in which the statutory requirements were ignored.20 Where the law requires the board to elect a certain officer on a certain day, the election is valid although taking place after midnight of that day if the board met on the appointed day and continued in session continuously until the officer was chosen.1 The statutory provisions in such case have been held to be directory only, and the failure to have a quorum on the day set does not prevent a meeting for that purpose on a subsequent day. Mandamus may be invoked to force a director to meet with others for the purpose of electing an administrative officer as required by law, when the direc tors have met on a day fixed by law for that purpose, and have adjourned from day to day for want of a quorum, because the attendance of meetings is one of the duties of the public office which the director holds. When a quorum is present at a board meeting called for the purpose of electing a school officer, but some decline to vote or cast. blank ballots, the candidate receiving a majority of all votes cast, though less than a majority of all present, is elected. There is no more reason to hold that the blank ballots indicate opposition to the candidate receiving the highest number of votes than to hold that they indicate support of that candidate. Some authorities, however, hold that the blank ballots must be considered in determining whether 16. Higgins v. Reed, 8 Ia. 298, 74 L.R.A. 77. Am. Dec. 305 and note. 17. Everts v. Rose Grove Dist. Tp., 77 Ia. 37, 41 N. W. 478, 14 A. S. R. 264; McCoy v. Curtice, 9 Wend. (N. Y.) 17, 24 Am. Dec. 113. 18. McCoy v. Curtice, 9 Wend. (N. Y.) 17, 24 Am. Dec. 113. 1. State v. Vanosdal, 131 Ind. 388, 31 N. E. 79, 15 L.R.A. 832. 2. Wampler v. State, 148 Ind. 557, 47 N. E. 1068, 38 L.R.A. 829. 3. State v. Vanosdal, 131 Ind. 388, 31 N. E. 79, 15 L.R.A. 832. 4. Atty.-Gen. v. Bickford, 77 N. H. 433, 92 Atl. 835, Ann. Cas. 1916B 19. Note: 33 L.R.A. 87. 20. Board of Education v. Best, 52 119. Ohio St. 138, 39 N. E. 694, 27 a candidate has received a majority of the votes, cast. A quorum is not destroyed by the withdrawal of members to another part of the room in which the meeting is held. They cannot continue in the room and claim to be mere spectators. Where an outside officer is empowered by statute to vote at a meeting of school trustees for the election of a school officer, in case of a tie, he is by implication empowered to vote in case of a tie vote on any resolution preceding and leading up to the election of the officer, and in determining whether the officer received a majority vote, the casting vote will be counted." 27. Power to Contract.-In the absence of an express or implied statutory limitation, a school board may enter into a contract to employ a teacher or any proper officer for a term extending beyond that of the board itself,8 and such contract if made in good faith and without fraudulent collusion binds the succeeding board. It has ven been held that under proper circumstances a board may contract for the services of an employee to commence at a time subsequent to the end of the term of one or more of their number and subsequent to the reorganization of the board as a whole, or even subsequent to the terms of the board as a whole. The fact that the purpose of the contract is to forestall the action of the succeeding board may not of itself render the contract void.10 But a hiring for an unusual time is strong evidence of fraud and collusion, which, if present, would invalidate the contract.11 Of course any statutory implication that the powers of the board are limited to the current term would invalidate contracts for a term extending beyond that of the board.12 28. Contracts between Director and District.-The relation of a director to the school district is of a confidential and fiduciary nature. The director represents the school district, and is its agent, and on this account, he cannot place himself in a position where his own personal interests might conflict with those of the school district which he must represent.18 As a general rule therefore it is unlawful for a director to enter into a contract with the school district in which he has a personal and individual interest,14 or to continue after elec 5. Note: Ann. Cas. 1916B 121. 6. State v. Vanosdal, 131 Ind. 388, 31 N. E. 79, 15 L.R.A. 832. 7. State v. McFarland, 149 Ind. 266, 49 N. E. 5, 39 L.R.A. 282. 8. Notes: 16 L.R.A. 257; 29 L.R.A. (N.S.) 657; L.R.A.1915E 582. 9. Notes: 16 L.R.A. 257; 29 L.R.A. (N.S.) 657. 10. Note: 29 L.R.A. (N.S.) 657. 11. Notes: 16 L.R.A. 257; 29 L.R.A (N.S.) 658; L.R.A.1915E 582. 12. Note: 16 L.R.A. 257. 13. Smith v. Dandridge, 98 Ark. 38, 135 S. W. 800, Ann. Cas. 1912D 1130, 34 L.R.A. (N.S.) 129 and note; Shakespear v. Smith, 77 Cal. 638, 20 Pac. 294, 11 A. S. R. 327; Independent School Dist. No. 5 v. Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76; Weston v. Lane, 40 Kan. 479, 20 Pac. 260, 10 A. S. R. 224; Scott v. School Dist. No. 9, 67 Vt. 150, 31 Atl. 145, 27 L.R.A. 588; Pickett v. School Dist. No. 1, 25 Wis. 551, 3 Am. Rep. 105. 14. Smith v. Dandridge, 98 Ark. 38, 135 S. W. 800, Ann. Cas. 1912D 1130 tion as a director in a contract relation previously assumed, 15 and a contract so made by a director will not be enforceable.16 This is true even in the absence of a statute to this effect, though in some instances statutes have been enacted either abolishing or limiting and regulating the right to contract in such cases.17 So reprehensible is it for a director to have contract relations with the district that a court may refuse to aid a person in this situation to secure the position of school director, even though he may have been duly elected thereto.18 Similarly a director cannot draw a requisition for the payment of money in a matter in which he has a personal interest and his signature to such requisition is void. A requisition or an order for a requisition is not a negotiable instrument, and so when void because signed by a director having a personal interest, it is void even in the hands of an innocent purchaser for value.19 The giving of anything of value to a school officer for the purpose of influencing him in the discharge of a legal duty renders void any contract to the making of which he was thus induced in whole or in part, directly or indirectly, and to the validity of which his vote or assent was necessary.20 As such agent or trustee, the law will not permit a school officer to place himself in such an attitude towards his principal or his cestui que trust as to have his interest conflict with his duty. It has been held, however, that in the absence of fraud a contract between district and a director is valid, even though the vote of the contracting director was necessary at the board meeting to authorize it. 29. Contracts as Voidable or Void.-Some cases hold that a contract between a director and a school district is not absolutely void, but is simply not a binding agreement, and may be avoided. Under this theory, if the school district has accepted and retained benefits, it is still liable to make just compensation therefor, not because of Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76; Weston v. Lane, 40 Kan. 479, 20 Pac. 260, 10 A. S. R. 224. and note, 34 L.R.A. (N.S.) 129 and Independent School Dist. No. 5 v. note; Independent School Dist. No. 5 v. Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76; Scott v. School Dist. No. 9, 67 Vt. 150, 31 Atl. 145, 27 L.R.A. 588; Pickett v. School Dist. No. 1, 25 Wis. 551, 3 Am. Rep. 105. 15. Weston v. Lane, 40 Kan. 479, 20 Pac. 260, 10 A. S. R. 224. 18. Independent School Dist. No. 5 v. Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76. 19. Shakespear v. Smith, 77 Cal. 638, 20 Pac. 294, 11 A. S. R. 327. 20. Honaker v. Board of Education, 42 W. Va. 170, 24 S. E. 544, 57 A. S. R. 847, 32 L.R.A. 413. 16. Smith v. Dandridge, 98 Ark. 38, 135 S. W. 800, Ann. Cas. 1912D 1130, 34 L.R.A. (N.S.) 129 and note; Independent School Dist. No. 5 v. Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76; Pickett v. School Dist. No. 1, 25 Wis. 551, 3 Am. Rep. 105. 2. Sylvester v. Webb, 179 Mass. 17. Hassett v. Carroll, 85 Conn. 23, 236, 60 N. E. 495, 52 L.R.A. 518. 81 Atl. 1013, Ann. Cas. 1913A 333; 1. Hornung v. State, 116 Ind. 458, 19 N. E. 151, 2 L.R.A. 510. the contract, but on the principle that one ought to pay for valuable benefits received. Other cases, however, hold that since the contract is against public policy it is absolutely void, and even though the district accepts the benefit, the director cannot recover compensation. Where the contract is expressly prohibited by statute there can be little doubt that the district cannot be compelled to pay even though it has accepted the benefits. If money has been paid by the district under such a contract, it may be recovered back, and if the properly constituted authorities of such corporation refuse to bring an action to recover back the money so illegally paid, an action therefor on behalf of the corporation may be maintained by any taxpayer thereof. The question of the invalidity of such contract may be raised by any resident or taxpayer. In order that a contract be invalid, either as violative of public policy or of express statutory provision, the officer who is a contracting party must have some official duty to perform with reference to such contract; if it is entirely outside his line of duties, and his official duties do not in any way conflict with his interest in the contract, he does not come within the inhibition of the law, and the contract is valid.8 V. SCHOOL PROPERTY In General 30. Title to School Property.-The ownership of school property is generally in the local district as trustee for the public at large. The legislature may control or dispose of this property without the consent of the local bodies, so long as it does not apply it in contravention of the trust, for the local bodies are mere agencies of the state, and there is no contract relation between them and the state to protect them in the enjoyment of their property." Where a school district is in reality the owner of a piece of land which it occupies, but the record title is in another, that title cannot be conveyed or encumbered by him. The occupation of the land for school purposes constitutes notice of the outstanding rights of the district therein, and they cannot be divested. 10 The occupancy by a teacher of a part of 3. Smith v. Dandridge, 98 Ark. 38, 135 S. W. 800, Ann. Cas. 1912D 1130, 34 L.R.A. (N.S.) 129 and note. 4. Independent School Dist. No. 5 v. Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76. Notes: Ann. Cas. 1912D 1133; 34 L.R.A. (N.S.) 132. 5. Independent School Dist. No. 5 v. Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76. Notes: 34 L.R.A. (N.S.) 137; Ann. Cas. 1912D 1132. 6. Independent School Dist. No. 5 v. Collins, 15 Idaho 535, 98 Pac. 857, 128 A. S. R. 76. 7. Note: 34 L.R.A. (N.S.) 141. 8. Note: 34 L.R.A. (N.S.) 137, 139. 9. Pearson v. State, 56 Ark. 148, 19 S. W. 499, 35 A. S. R. 91. 10. Everts v. Rose Grove Dist. Tp., 77 Ia. 37, 41 N. W. 478, 14 A. S. R. 264. |