The opinion
Smith, J., (after stating the facts). The law is settled that two directors may act for the district and hind it by their contract only at a meeting at which all the directors are present, or of which all have had notice. If notice of a meeting has been given, then the two directors present may act, although the third failed to attend the meeting. Neither is it necessary that any notice of a meeting be given if all the directors are present and participate in a meeting. Subject to these restrictions, the directors may meet at any time or place, and the law prescribes no procedure for the transaction of the business of the district when they have met. School District v. Bennett, 52 Ark. 511 ; Alex Marr v. School Dist. No. 27, Cleburne County, 107 Ark. 305 , 154 S. W. 944 . But there must be a meeting, the law contemplates that the directors shall have the power to contract in the name of the district, only after consultation and deliberation, and for this purpose requires the directors to meet. The mere presence together of the three directors is not a school meeting, where they have not met pursuant to notice, unless it is made so by the participation for that purpose of all the directors. A very similar question arose in the case of School District No. 49, Faulkner Co., v. Adams, 69 Ark. 162 , where Justice Hughes for the court said:
“It was competent for two of the three school directors, being a majority of the school directors, if all were present and participated in the meeting, or had written notice of the time, place and purpose of the meeting as required by law, to make a legal contract to employ a teacher, by which the district would be bound; but without such notice or the voluntary presence of all the members of the board no legal contract could be made. Where a party or member of the board had no notice of the time, place, or purpose of the meeting, and two members of the board went to the residence of the other member and while he was present for some other purpose, and, not for the purpose of a meeting of the board of school directors and protested against their action as a board, as in this case, the two could make no contract to bind the district.” * * * “The corporate authority must be exercised by the proper body.”
The instructions given declare the law substantially as here announced and the instruction asked by appellant was properly refused for the reason that it told the jury the contract was a valid one if Morgan took any part in anything that was done at his residence, on the occasion above mentioned. The jury had the right to accept as true Morgan’s version of the conversation had between him and the other directors, yet this instruction would require the jury to find that Morgan participated in this meeting even though he did no more than suggest that the notices, when prepared, should submit to the electors the question of moving the schoolhouse.
Affirmed.