for the value of goods or services so had and received.31 Irregular or unauthorized contracts may be ratified and validated, either by special resolution of the board or by acquiescence. 32 Directors. The board of school directors is constituted by law the general agency for the management of the affairs of the school district. Their powers are generally prescribed in the school law. They have general direction over the schools of the district. In matters of fundamental importance, such as changing the district boundaries or incurring obligations for extraordinary expenses, they are usually required to obtain an expression of popular consent by public election.33 In 31 Davis v. School Dist., 81 Mich. 214, 45 N. W. 989; School Town of Milford v. Powner, 126 Ind. 528, 26 N. E. 484; Hull v. School Dist., 82 Iowa, 686, 46 N. W. 1053, 10 L. R. A. 273; Cobb v. School Dist., 63 Vt. 647, 21 Atl. 957; Andrews v. School Dist., 37 Minn. 96, 33 N. W. 217. A salesman of school apparatus induced a majority of the school board to sign a contract for the purchase of school supplies. Each member signed the contract separately and without consultation with the others. No deceit was used in obtaining the signatures of the various members. The supplies were accepted and used by the district, and it was sought to charge the district with payment therefor. Held that, even if the circumstances attending the execution of the contract rendered it opposed to public policy, the acceptance and retention of the benefit by the district prevented it from taking advantage of such objection. Johnson v. School Corp., 117 Iowa, 319, 90 N. W. 713. 82 Trustees of Schools of Tp. 24 v. Trustees, 81 Ill. 470; Everts v. District Tp., 77 Iowa, 37, 41 N. W. 478, 14 Am. St. Rep. 264; Norris v. School Dist., 12 Me. 293, 28 Am. Dec. 182; Rowell v. School Dist., 59 Vt. 658, 10 Atl. 754; Johnson v. School Corp., 117 Iowa, 319, 90 N. W. 713. See First Nat. Bank v. Felknor (Tenn. Ch. App.) 48 S. W. 392. 33 Black v. Cornell, 30 Mo. App. 641; Capital Bank v. School Dist., 1 N. D. 479, 48 N. W. 363; Gentle v. Board, 73 Mich. 40, 40 N. W. 928; Smith v. Proctor, 53 Hun, 143, 6 N. Y. Supp. 212; Briggs v. Borden, 71 Mich. 87, 38 N. W. 712. The officers of a school district cannot by contract create a dis 34 the management of current affairs of the district, however, they are vested with full discretion within the limits of the annual school appropriation. Unless the statute confers the authority upon some other officer or board, it is their duty, besides employing the teacher, to prescribe the curriculum, and adopt the text-books to be used, and purchase the necessary school supplies.35 They do not possess the implied powers of directors of private corporations, but their regular contracts within the limits of their authority are binding upon the district. 87 trict liability for the building of a schoolhouse, unless first authorized to do so, and a site selected, and out of the funds provided for that purpose by the electors of the district. School Dist. No. 80 v. Brown, 2 Kan. App. 309, 43 Pac. 102. See Barrett v. Coleman, 12 Tex. Civ. App. 663, 35 S. W. 418; Stadtler v. School Dist., 61 Minn. 259, 63 N. W. 638; People v. Keechler, 194 Ill. 236, 62 N. E. 525. Also, Hale v. Brown, 70 Ark. 471, 69 S. W. 260. As to control of school property, see Bender v. Streabich, 17 Pa. Co. Ct. R. 609. 34 Jefferson School Tp. v. Litton, 116 Ind. 467, 19 N. E. 323; Macklin v. Trustees, 88 Ky. 592, 11 S. W. 657; People v. McFall, 26 Ill. App. 319. 35 Hanover School Tp. v. Gant, 125 Ind. 557, 25 N. E. 872; Witherop v. Board, 7 Pa. Co. Ct. R. 451; Fatout v. School Com'rs, 102 Ind. 223, 1 N. E. 389; State v. Board, 35 Ohio St. 368; State v. School Dist., 31 Neb. 552, 48 N. W. 393; Campana v. Calderhead, 17 Mont. 548, 44 Pac. S3, 36 L. R. A. 277. In State v. Freed, 10 Ohio Cir. Ct. R. 294, 3 Ohio Dec. 314, it was held that the expression "all the necessary apparatus" did not include philosophical apparatus for the demonstration of different branches of education. See, also, Honaker v. Board, 42 W. Va. 170, 24 S. E. 544, 32 L. R. A. 413, 57 Am. St. Rep. 847; Jones v. School Dist., 110 Mich. 363, 68 N. W. 222; Butler v. School Dist., 15 Pa. Co. Ct. R. 291. 38 Cross v. School Directors, 24 Ill. App. 191; Shakespear v. Smith, 77 Cal. 638, 20 Pac. 294, 11 Am. St. Rep. 327; Andrews v. School Dist., 37 Minn. 96, 33 N. W. 217; Honey Creek School Tp. v. Barnes, 119 Ind. 213, 21 N. E. 747. 37 Andrews v. School Dist., 37 Minn. 96, 33 N. W. 217; Independent Dist. of Flint River v. Kelley, 55 Iowa, 568, 8 N. W. 426; Shank OTHER LOCAL QUASI CORPORATIONS. 32. Besides counties, towns, townships, and school districts, there are other local organizations created by statute for purely public purposes, not declared to be corporations, and yet possessing sufficient corporate attributes to be characterized as quasi corporations. The public quasi corporation, from its very nature, is not susceptible of accurate definition. It is almost a corporation for public purposes. The New England town we have seen to be very nearly a full corporation-the county, township, and school district, in the order mentioned, slightly further removed; and yet all are recognized as distinct entities, entitled to assert their legal rights and incur legal liabilities in corporate capacity and name, cognizable in the courts of the state. Just how near this local agency of government must approximate a municipality—how many corporate characteristics it must have to entitle it to the name of quasi corporation has been hitherto, and probably will continue to be, left by the courts without exact definition. Just as in the past has been done, so in the future the courts will probably declare such organization a quasi corporation, whenever such declaration is not repugnant to settled law, and is necessary to the attainment of public justice.38 Thus have been located in this class of legal bodies drainage districts,39 levee dis land v. Phillips, 3 Tenn. Ch. 556; McCortle v. Bates, 29 Ohio St. 419, 23 Am. Rep. 758; Eckhardt v. Darby, 118 Mich. 199, 76 N. W. 761. 38 1 Dill. Mun. Corp. (4th Ed.) §§ 9, 25; BOARD OF HAMILTON COUNTY COM'RS v. MIGHELS, 7 Ohio St. 109; ASKEW v. HALE CO., 54 Ala. 639, 25 Am. Rep. 730; Cathcart v. Comstock, 56 Wis. 590, 14 N. W. 833; Hamilton Co. v. Garrett, 62 Tex. 602; Green v. Cape May, 41 N. J. Law, 45. 39 Elmore v. Commissioners, 135 Ill. 269, 25 N. E. 1010, 25 Am. St. Rep. 363; Lussem v. Sanitary Dist., 192 Ill. 404, 61 N. E. 544. 40 tricts, and road districts; 41 and to it will doubtless be drawn the public organizations for irrigating particular districts of country. Their corporate functions are few, their objects special, and to their transactions will be found applicable the strict rules and principles of decision applied in cases of townships and school districts in limitation of powers and liabilities. BOARDS-COMMISSIONERS-COMPANIES. 33. A public body of individuals created by law and charged with the performance of some governmental function or functions, whether general or local, constitute a quasi corporation. In this class of quasi corporations the individuals incorporated, or the members of the body, become the prominent feature, and the locality becomes unimportant or disappears. These agencies of government possess theoretically the following essential attributes of a corporation: (a) A body of individuals; (b) the sanction of the law; (c) the distinct and definite purpose. They are usually called boards, commissions, or trustees, and are charged with the performance of some distinct governmental function, either throughout the entire state or in some particular locality. To this sort of quasi corporations belong overseers of the poor,2 river con 40 Dean v. Davis, 51 Cal. 406; People v. Williams, 56 Cal. 647. A levee district which, under statutory provision, may be established by the county court on application of property owners, may be established by such court notwithstanding objection of less than a majority of the landowners; and it is not a private corporation, but a public, political subdivision of the state. Morrison v. Morey, 146 Mo. 543, 48 S. W. 629. 41 Elliott, Roads & S. p. 325; Board of Com'rs of Montgomery Co. v. Fullen, 111 Ind. 410, 12 N. E. 298. 42 Overseers of Poor of City of Boston v. Sears, 22 Pick. (Mass.) 122; Rouse v. Moore, 18 Johns. (N. Y.) 407; Governor v. Gridley, Walk. (Miss.) 328. See Town of Cordova v. Village of Le Sueur Center, 74 Miun. 515, 77 N. W. 290. 48 48 44 49 47 servators, highway commissioners, boards of education,** park commissioners, railroad commissioners, warehouse commissioners, boards of public works, boards of health,50 police boards, police juries,52 fire engine companies; 53 and even a governor of a state has been held to be a quasi corporation sole.54 These bodies of public officials are generally only administrative agencies of the state. Their governmental functions are limited in extent and clearly defined by statute, and they have no revenues or taxing powers. They are express public trusts to be administered for the public welfare. The property they may hold, being dedicated to public use and service, is exempt from legal process, like other property of the state; and the measure of their corporate liability is the narrow scope of their corporate functions. But occasionally such bodies are empowered to engage in undertakings of a business character, yielding revenue over which they have qualified control. In such cases the field of liability is enlarged, and they become measurably subject to the same rules as are applied to other corporations performing like services. An instance of this kind occurred in the celebrated cases of the Liverpool dock commission, ultimately decided by the House of Lords, where in this quasi corporation was not only held subject to pooi rates, but liable in damages for negligence in failing to 43 Conservators of River Tone v. Ash, 10 Barn. & C. 349. 45 State v. Board, 18 Nev. 173, 1 Pac. 844. 46 Andrews v. People, 83 Ill. 529; 84 Ill. 28. 47 People v. Harper, 91 Ill. 357. 48 Id. 49 Larned v. Briscoe, 62 Mich. 393, 29 N. W. 22. 50 State v. Board, 54 N. J. Law, 325, 23 Atl. 949. 51 Commonwealth v. Plaisted, 148 Mass. 375, 19 N. E. 224, 2 L. R. A. 142, 12 Am. St. Rep. 566. 52 Police Jury of Ouachita v. Monroe, 38 La. Ann. 630. 53 Cole v. Engine Co., 12 R. I. 202. 54 POLK v. PLUMMER, 2 Humph. (Tenn.) 500, 37 Am. Dec. 566; Governor v. Allen, 8 Humph. (Tenn.) 176. 55 Jones v. Board, 11 H. L. Cas. 443. |