resolution"; and whether, "after the passage of that resolution your board adopted Monday as the regular meeting day of said board." To these questions the objection was made by the plaintiff, and upon that ground sustained by the court, that they called for the opinion or conclusion of the witness and as well called for immaterial testimony. Objection was sustained on the same ground to the following question by appellants to the same witness: "I will ask you if pursuant to a resolution contained on page 2 of your minutes in relation to special meetings that if you pursued the method therein provided for giving notice of special meetings as therein provided for alone?" The object sought to be attained by the questions thus propounded to the secretary was, undoubtedly, to show that the board of trustees had held the meetings for the transaction of their official business upon days other than those prescribed for either regular or special meetings by the by-laws as adopted by the land owners.

The by-laws, as so adopted, provide that, in the case of special meetings, the same may be held at any time at the call of the president of the board, "upon notice given to each trustee by mail, at least one day before such special meeting." The purported amendment by the board provided that special meetings may be held "upon five hours' previous notice thereof given personally by the president to each member of said board or without such notice if all members are present."

The trial court made no specific finding as to the days upon which the meetings were held, but the judge, in rendering his decision, said: "I think the evidence clearly shows it was done at some meeting other than a regular meeting of the board, but as to what notice was given of the meeting at which these acts were performed there is no testimony."

It is very plain that the trustees of a reclamation district have no right or power to amend or change the by-laws of such district adopted by the land owners. The statute places this power in the land owners, and they alone may exercise it. But we do not look upon a provision in such by-laws fixing the time at which regular meetings of the board of trustees shall be held and prescribing the prerequisites to the calling of a special meeting as being so vital as to materially affect an assessment levied for the purposes of such an organization. The object of such a provision is, of course, to guarantee the

proper observance of the greater and paramount consideration involved in all reclamation schemes whose prosecution is authorized by the state, to wit: That the business for which such districts have been formed shall be faithfully transacted and their purpose finally accomplished by those charged with that duty. If the law has been substantially followed in the organization of such districts; if the election of the trustees has been unattended by fraud or dishonest practices; if the board has discharged its duties honestly and fairly; if the assessment commissioners have been fair and honest in the assessment of the lands in the district, taking into consideration in the performance of that duty all the elements essential to a just and equitable apportionment of the assessment of each piece or tract of land, according to the benefits which will accrue to it by reason of the reclamation works, then, under these circumstances, it is not vitally material, in our opinion, whether all the meetings of the board of trustees, whether regular or special, have been held or called according to the strict letter of the provision of the by-laws fixing the time at which regular meetings shall be held or prescribing the prerequisites to the calling of special meetings.

There is no suggestion here that there was any fraud in any of the proceedings leading to the organization of the district or in the assessment. Nor is there any claim that any of the meetings of the board were not attended by all the members of said board, and if it could be assumed that the appellants could have proved, if the court had permitted the testimony, that certain special meetings of the board had been held without the notice prescribed by the by-laws having been previously given to the members of the board, and it appeared, as is conceded here, because it is not questioned, that all the members were present at such meetings, we hardly think any court could be found that would set at naught an assessment levied for so important a purpose and thus undo the fruition of long and laborious work and thereby impede the progress of an enterprise which the state itself has obligated itself to press to a successful termination, merely because of the omission to give a notice, the sole and only purpose of which had in fact been realized. If at such meetings all the members of the board were present, then whether the notice required was given, of course, became immaterial.

But the objection to some of the questions put to the secretary of the board that they called for the conclusion of the witness was well taken. Ordinarily, there is little harm to be apprehended from answers to such questions as were objected to here. But the defense in this case is, in every aspect of it, technical in the extreme, and we approve the course of a trial court in a case where a defense, as here, is founded entirely upon technicalities behind which there is little substance, in holding counsel who are engaged in making such a defense down to the strictest letter of the rule governing the admission and exclusion of testimony. We make this observation with no intention of challenging the right of counsel to make such a defense if they choose to do so, or believe the exigencies of their cause require it. The defense here, as we have thus far considered the case, is based altogether upon alleged slight departures from the strict letter of the law governing the organization of reclamation districts, and we think that the great purpose of those districts-a purpose in which the state as well as the owners of land embraced therein are vitally interested, because the reclamation of the large areas of swamp and overflowed lands within the borders of this commonwealth means increased prosperity to the whole state-should not be circumvented or impeded by any mere omission to dot an "i" or cross a "t." For the result of a reversal of the judgment in an action of this character, the law by which it is authorized being in all respects valid, because of slight deviations from the procedure by which the assessment is required to be levied, could only be to cause the extra expense to the land owners necessarily incident to levying the assessment again, and for this reason, among those stated, a departure from the prescribed procedure should be of a very material and substantial nature before a reversal of the cause should be ordered. We, therefore, think that a substantial compliance with the provisions of the law governing the organization of such districts and the administration of their affairs ought to be all that should be required, for, unlike municipal corporations, they are brought into existence to serve, as public agencies, a special purpose for the whole state and to pass out with the achievement of that purpose.

4. It is next contended that the evidence discloses that the assessment commissioners were not disinterested persons. This contention is based upon testimony showing that the wife of Commissioner McRae was the holder of a mortgage on certain lands situated in the district.

Section 3456 of the Political Code provides that the three commissioners appointed by the board of supervisors to assess the lands constituting the district shall be "disinterested persons." McRae testified that the mortgage referred to was given to secure the loan of money acquired during marriage, but that he gave the money to his wife so that she could make the loan and thus prevent, by reason of that transaction, his disqualification to serve as an assessment commissioner of the "Sacramento Drainage District."

The point is, however, devoid of merit. The mortgage was executed some three weeks after McRae had been selected by the board of supervisors as one of the assessment commissioners of plaintiff, and conceding, without deciding, that a mortgage held by the wife of a commissioner on lands within the district for which he was appointed a commissioner would be a sufficient reason for his disqualification, or would remove him from the class of "disinterested persons" from which the assessment commissioners must be selected, we do not think that the assessment can be affected or disturbed by that circumstance.

There is no inhibition in the statute authorizing the appointment of these commissioners or in any part of the law relating to the organization and management of reclamation districts against a majority of such commissioners performing the duty required of them. Section 15 of the Political Code provides that "words giving a joint authority to three or more public officers or other persons are construed as giving such authority to a majority of them, unless it is otherwise expressed in the act giving the authority." Prior to the adoption of the foregoing section the rule was the reverse, but the rule now is that, in the absence of an express provision to the contrary, "for all practical purposes the majority becomes the full board. It is," as is said in People v. Hecht, 105 Cal. 627, [45 Am. St. Rep. 96, 38 Pac. 941], "the receptacle the reservoir-of all the authority conferred upon the whole, and its action, it is submitted, cannot be stayed

by the nonaction, failure to qualify, absence, death, or want of eligibility of the minority."

Moreover, the office of assessment commissioner is created by the statute, and is a de jure office. When McRae was appointed and qualified as an assessment commissioner and participated in the performance of the duties of the commissioners, he was acting under color of office and presumptively entitled to the office and to discharge its duties. He was a de facto officer engaged in the discharge of the duties of a de jure office, and as such his acts were as valid and binding as those of a de jure officer. (People v. Hecht, 105 Cal. 627, [45 Am. St. Rep. 96, 38 Pac. 941]; Kitts v. Superior Court, 5 Cal. App. 462, [90 Pac. 977].) An interesting case upon the subject of officers de facto is that of State v. Carroll, 38 Conn. 449, [9 Am. Rep. 409], where it is said: "A definition sufficiently accurate and comprehensive to cover the whole ground must, I think, be substantially as follows: An officer de facto is one whose acts, though not those of a lawful officer, the law, upon principles of policy and justice, will hold valid so far as they involve the interests of the public and third persons where the duties of the office were exercised: . . . 3. Under color of a known election or appointment, void because the officer was not eligible, . . . such ineligibility. . . being unknown to the public." (See, also, People v. La Rue, 67 Cal. 526, [8 Pac. 84].)

It will further be observed that at the time of McRae's appointment as commissioner by the board of supervisors he was, so far as the mortgage to his wife might have affected his qualifications to serve as such, a "disinterested person.

5. The claim is urged that the commissioners, in making the assessment, failed to take into consideration "the quality and grade of the lands of the district in fixing the assessments, and had nothing before them to show the relative heights of the land."

Section 3456 of the Political Code provides that the commissioners "must view and assess upon the land situated within the district a charge proportionate to the whole expense and to the benefits of which will result from such works," etc. It is thus to be seen that the duty of the commissioners is to make an estimate of the whole expense of the proposed reclamation works, and then assess the lands embraced in the