
    Ohio, ex rel. Charles Steinbeck et al. v. The Treasurer of Liberty Township, Delaware County.
    An order drawn by the clerk of the board of education, under the statute, in favor of a third person or bearer, on the township treasurer, is not negotiable, and a purchaser takes such order subject to the same defenses that could be made against it in the hands of the payee.
    The written acceptance of such order by the predecessor of the township treasurer, to whom it is presented for payment, imposes no greater obligation on the latter to pay the same, than he would have been under had it been presented without such previous acceptance.
    The board of education is made by the statute a body corporate, and the contracting of a debt by the board, and the directing the issuing of an order to pay it, are corporate acts which can not be performed by the individual members of the board acting separately.
    Mandamus, reserved in the District Court of Delaware county.
    The relators, Charles Steinbeck and Asahel Welch, seek, by the present proceeding, to compel payment by the township treasurer of Liberty township, Delaware county, of an order drawn by the clerk of the board of education of said township, of which, with the indorsements thereon, the following is a copy :
    “ $335. The State of Ohio, Delaware county. November 16, 1866. Treasurer of Libei’ty township : Pay M. C. Vanhook, or bearer, three hundred and thirty-five dollars out of the special tuition, or general school-house fund, for outline maps, geographies, and keys, with six per cent, interest per annum from date, until paid. By order of the board of education.
    “John Cellar, Clerk of Board.”
    
    Indorsement:
    “ M. C. Vanhook.” “ This order is accepted, and will be paid as soon as the funds are received for the purpose.
    “ John Kirkpatrick, Township Treasurer.”
    
    
      The payee indorsed the order to the relators, who purchased it in good faith. After the acceptance of the order by Kirkpatrick, John E. Colflesh, the present defendant,, became his successor in office as township treasurer, to-whom the order was presented for payment, and who, though being in funds, refused to pay it, on the ground that it had been issued without authority from the board of education.
    The only authority of tne clerk of the board of education for issuing the order, was an alleged agreement signed by a majority of the members of the board of education.. The signatures of these members of the board had been procured to the agreement by Yanhook,' on application to-them individually and separately at their respective residences and places of business, without any meeting being' called or held by the members of the board for the purpose or on the subject of such agreement.
    The following is a copy of the agreement, which was* thus signed by a majority of the members of the board:
    “ November 13, 1866. We, the undersigned, members of the board of education of Liberty township, in the county of Delaware, and State of Ohio, do agree to take of M. C_ Yanhook, or his agents, two series of Israel’s outline maps, ten copies of the historical geography, and three hundred small keys to outline maps, and pay one hundred and> twenty-five dollars for the maps and geographies, seventy cents for each key, and we also authorize the clerk to issue an order when delivered to A. M., ex. agt., at Delaware, Delaware county, on the condition that the names of a-majority of this board are obtained to this contract.”
    At a meeting of the board subsequently held, the following resolution in regard to said maps, etc., was passed :
    “ Resolved, That the sale of maps proposed by M. C. Yanhook & Co., to the board of education of Liberty township, is illegal, and considered null and void.” The board insisted upon the treasurer not paying the order. The-maps and other articles named in the agreement were delivered to the clerk of the board of education, who still retains them; but they have never been accepted by the board.
    
      J. JEBppel, for the relators :
    Judgment ought to be given for the relators for the following reasons: .
    1. They purchased said order in good faith for a valuable consideration, after it had been accepted by the treasurer, and without notice directly, indirectly, or constructively, that it would not be paid. 21 How. 546; 5 El. & Bl. 245, S. C.; 25 Eng. L. & Eq. 114.
    2. The order was issued for a legitimate and lawful purpose. Sec. 17, School Laws of 1865, p. 31; see. 25, lb. 46.
    3. The clerk, a member of the board, received the maps, keys, and geographies, in payment for which the order was issued, and it is not claimed but that they are in all respects •of the kind and quality contracted for.
    4. The order on its face is in due form, and imports a compliance with the law under which it was issued; and the purchasers were not bound to inquire into the irregularities of the board that ordered its issue.
    5. Although the board was not in session when the direction to issue the order was given, the order was nevertheless in writing and signed by a majority of the members of the board; and they ought not to be allowed to take advantage of their own irregularities or wrong.
    6. The resolution of the board, “ That the proposed sale of maps was considered null and void,” does not in any way .affect the treasurer, he not being a member of the board. He therefore can not be permitted to set up, as a defense and ■excuse for not paying the order, this resolution of the board. Moreover, said resolution was adopted after said relator’s rights had accrued.
    7. The acts of inferior tribunals or boards ought not to be construed with such strictness as to invalidate them to 'the injury of third persons who are innocent purchasers.
    8. This sueing of an order, and the direction of a board to issue au order for the payment of a claim for maps, geographies, and keys, being an act they might lawfully do, irregularities or form by which the act is done ought not to invalidate the act, especially when it affects the rights of others.
    9. Because the clerk of the board was the proper person to judge whether a proper resolution has been passed directing the issuance of the order. Commissioners of Knox Co. v. Aspinwall et al., 21 How. 539; The Royal British Bank v. Farquand, 6 El. & Bl. 327.
    This court, in the case of Jeremiah Sheppard v. School Directors of District No. 1, Knox Co., Ohio, decided at December term, 1864, but not reported, held that a contract employing a teacher, signed by only two of the school directors at different times and places, and when not in session, was valid. The statute prescribes, as to the school directors, that “ they shall hold meetings for the purpose of transacting business ” — language similar to that used in regard to •the board of education. I deem the case in point.
    
      J. S. Jones, for defendant.
    No brief found by reporter.
   White, J.

The order of which the relators, Welch and •Steinbeck, seek payment from the township treasurer, though made negotiable in form is not so in fact. It is a .statutory order, which the clerk of the board of education is authorized to draw under the direction of the board; but the statute does not authorize him to impart to it the negotiable quality of commercial paper. Nor does the written acceptance of his predecessor in office impose any greater obligation on the defendant to pay the order than he would have been under, had it been presented without such indorsement. The validity of the order is, therefore, as fully •open to inquiry in the hands of the relators as it would have been in the hands of Yanhook, the payee, had he retained it.

The township board of education is by the statute constituted a body politic and corporate, and as such is authorized to contract and be contracted with, to sue and be sued,, plead and be impleaded with, in any of the courts of the state. They are invested, in their corporate capacity, with the title, care, and custody of all school-houses, schoolhouse sites, school libraries, apparatus, or other property belonging to the school districts within the limits of their jurisdiction, with full power to control the same in such manner as they may think will best subserve the interests-of common schools and the cause of education.

It is made the duty of the board to hold regular sessions, at certain specified times and .places, for the transaction of any business which may be necessary in relation to the-public schools of the township, as well as to hold such special meetings at other times and places within the township, as they may think desirable for the transaction of such business. At all such meetings they are required to appoint one of their number to the chair, and in case of the absence of the township clerk, they are authorized to appoint one-of their number to serve temporarily as clerk. 2 S. & C. 1354.

School funds in the hands of the township treasurer can-only be paid out on the order of the clerk of the board of education, under the direction of the board, except in the case of paying teachers for their services. Id. 1354.

The question is, does the alleged agreement which was-signed by a majority of the members of the board, and which was the only authority of the clerk for issuing the-order, constitute a direction by the hoard. It seems clear to-us it does not. The authorizing a debt to be contracted by the board of education, and the directing its payment out-of the public funds, are corporate acts. No individual member of the corporate body, nor any number of such individual members acting separately, can bind the corporation. Ang. & Am. on Corp. 232.

In the present ease there was no authority from the board to execute the alleged agreement. There was no meeting of the members of the board on the subject. The signing by each of the members of the board who did sign, was his individual and separate act, and unless ratified by the corporate body imposed no obligation upon it. But there was no ratification. On the contrary, the board treated what had been done as of no legal validity, and as being a mere proposition to sell the mapa, etc., to the board. The refusal of the treasurer to pay the order was at the instance of the board.

As to what would have heen the rights of the treasurer had he paid the order, it is'unnecessary to inquire. It is •sufficient for the present case that, under the facts disclosed, he was not bound to make such payment.

Peremptory writ refused.  