                 IN THE SUPREME COURT OF IOWA
                               No. 07–0729

                           Filed February 6, 2009


CYNTHIA MARTINEK,

      Appellee,

vs.

BELMOND-KLEMME COMMUNITY
SCHOOL DISTRICT,

      Appellant.


      On review from the Iowa Court of Appeals.



      Appeal from the Iowa District Court for Wright County, Paul W.

Riffel, Judge.



      A school district seeks further review of a court of appeals decision

affirming the judgment of the district court reversing the school district’s

decision to terminate an administrator’s contract.          DECISION OF

COURT     OF     APPEALS    VACATED;     DISTRICT     COURT     DECISION
AFFIRMED.



      Brian L. Gruhn of Gruhn Law Firm, Cedar Rapids, for appellant.



      Charles Gribble of Parrish, Kruidenier, Dunn, Boles, Gribble, Cook,

Parrish, Gentry, & Fisher, L.L.P., Des Moines, for appellee.
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WIGGINS, Justice.
         A school district seeks further review of a court of appeals decision
affirming the judgment of the district court reversing the school district’s
decision to terminate an administrator’s contract.               We affirm the
judgment of the district court because neither Iowa Code section 279.24
(2005) nor the contract between the district and the administrator
authorize termination in the middle of the contract term. Although the
court of appeals also affirmed the district court, we vacate the court of
appeals’ decision because it affirmed the district court on the basis of a
statute not relied upon by the school district when it attempted to
terminate the administrator.
         I. Background Facts and Proceedings.

         In 1993 Dr. Cynthia Martinek took a job as an elementary school

principal at Belmond-Klemme.             The previous superintendent created

Martinek’s most current contract, which the parties entered into on

July 21, 2005.      This contract stated that Martinek would serve as the

elementary school principal “for a two (2) year period commencing with

the 2005–2006 school year, consisting of ten and one-half calendar

months (220 days), commencing July 26, 2005 for the 2005–2006 school

year.”

         In May 2006 before the end of the first year of the contract, the

school district notified Martinek that it was considering termination of

her contract “effective at the end of the current school year.” They listed

four reasons for termination: (1) declining enrollment, (2) budgetary

restrictions    and   problems,    (3)    reduction   of   position(s),   and   (4)

realignment of school organization.

         Increasingly, the Belmond-Klemme school district faced serious

financial difficulties due to considerable enrollment decreases. Within a
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six-year span, the school district lost roughly 200 students. Belmond-

Klemme received less money from the state due to the low enrollment.

The superintendent, who had only been with the district since August of

2005, sought to cut $500,000 from the school’s budget.                That

superintendent also recommended Martinek’s termination, intending to

fill the role himself. He planned to serve dual roles as superintendent

and as the elementary school principal.

      Martinek contested her proposed termination and a hearing was

held before an administrative law judge. The administrative law judge

rendered a proposed decision that Martinek should not be dismissed.

      The school district voted to review the administrative law judge’s

proposed decision, and it held a private hearing. On July 27, 2006, the

district decided to terminate Martinek’s contract under Iowa Code section

279.24.    A majority of the school board concluded there was a

preponderance of evidence to support termination, and terminated the

contract effective June 30, 2006.

      After receiving notice of her termination, Martinek appealed the

school district’s decision to the district court.      The district court

disagreed with the school district’s decision. The court found the district

did not have statutory or contractual grounds to terminate Martinek’s

contract. The school district appealed. We transferred the case to the

court of appeals.   The court of appeals affirmed the decision of the

district court. The school district petitioned for further review, which we

granted.

      II. Issues.

      The school district raises two issues on appeal: first, whether the

district had the authority to terminate Martinek’s contract under Iowa
                                     4

Code section 279.24; and second, whether the terms of her contract

allowed for her dismissal.

      III. Scope of Review.

      The Iowa Code provides specific guidelines to follow when

reviewing a school board’s decision to terminate an administrator’s

contract. The Code states:

              The court may affirm the school board’s action. The
      court shall reverse, modify, or grant any other appropriate
      relief from the school board’s action, equitable or legal, and
      including declaratory relief, if substantial rights of the
      administrator have been prejudiced because the school
      board’s action is any of the following:

            a. In   violation   of   constitutional    or     statutory
      provisions.

            b. In excess of the statutory authority of the school
      board.

            c. In violation of school board policy or rule.

            d. Made upon unlawful procedure.

            e. Affected by other error of law.

            f. Unsupported by a preponderance of the evidence in
      the record made before the school board when that record is
      reviewed as a whole.

           g. Unreasonable,     arbitrary, or capricious, or
      characterized by an abuse of discretion or clearly
      unwarranted exercise of discretion.

Iowa Code § 279.24(6).

      To decide this case, we must determine whether section 279.24

gives the school district authority to terminate Martinek’s contract when

it did.   Therefore, we must construe section 279.24.         Our review of

questions of statutory construction is for correction of errors at law.

Estate of Ryan v. Heritage Trails Assocs., Inc., 745 N.W.2d 724, 728 (Iowa

2008).
                                     5

      IV. Analysis.

      A. Statutory Issue. When confronted with the task of statutory

construction, we must determine legislative intent.     Auen v. Alcoholic

Beverages Div., 679 N.W.2d 586, 590 (Iowa 2004). Legislative intent is

determined from the words chosen by the legislature, not by what it

should or might have said. State v. Dohlman, 725 N.W.2d 428, 431 (Iowa

2006). When the legislature fails to include a statutory definition of a

word or there is not an established meaning in the law of a word, words

in the statute are given their ordinary and common meaning by

considering the context within which they are used. Auen, 679 N.W.2d

at 590. We may not extend, enlarge, or otherwise change the meaning of

a statute under the guise of construction. Id.

      The relevant Code provisions of section 279.24, the statute upon

which the school district relied, provide:

             An administrator’s contract shall remain in force and
      effect for the period stated in the contract. The contract
      shall be automatically continued in force and effect for
      additional one-year periods beyond the end of its original
      term, except and until the contract is modified or terminated
      by mutual agreement of the board of directors and the
      administrator, or until terminated as provided by this
      section.

Iowa Code § 279.24(1).

            The school board may, by majority vote of the
      membership of the school board, cause the contract of an
      administrator to be terminated.    If the school board
      determines that it should consider the termination of a
      nonprobationary administrator’s contract, the following
      procedure shall apply:

             a. On or before May 15, the administrator shall be
      notified in writing by a letter personally delivered or mailed
      by certified mail that the school board has voted to consider
      termination of the contract.       The notification shall be
      complete when received by the administrator.
                                      6
             b. The notice shall state the specific reasons to be
      used by the school board for considering termination which
      for all administrators except superintendents shall be for
      just cause.

Id. § 279.24(5)(a)–(b).
      The plain and unambiguous language of section 279.24(1) requires

that “[a]n administrator’s contract shall remain in force and effect for the

period stated in the contract.” Id. § 279.24(1) (emphasis added). Section

279.24(1) also plainly and unambiguously states that at the end of the

term of the contract, by operation of law the contract remains in effect for

successive one-year terms, until by mutual agreement the parties modify

or terminate the contract. Id. Finally, section 279.24(1) is clear that the

school district has an option of unilaterally terminating the contract at

the end of its original term or at the end of a successive one-year term as

long as the school district follows the statutory procedures.      Martin v.

Waterloo Cmty. Sch. Dist., 518 N.W.2d 381, 383 (Iowa 1994).             Any

unilateral termination requires the school district to terminate for just

cause. Iowa Code § 279.24(5)(b).

      We have held just cause to terminate an administrator as used by

the legislature in section 279.24 “include[s] legitimate reasons relating to

the district’s personnel and budgetary requirements.”       Briggs v. Bd. of

Dirs. of Hinton Cmty. Sch. Dist., 282 N.W.2d 740, 742 (Iowa 1979).

Additionally, we have held just cause to terminate an administrator as

used by the legislature in section 279.24 also includes “faults

attributable   to   the   administrator   or   teacher.”   Id.   The   latter

characterization of just cause incorporates the definition of “good cause”

as used in the statute prior to the 1977 and 1979 amendments changing

the grounds for a teacher’s termination from “good cause” to “just cause.”

Id. “Good cause” or “faults attributable to the administrator or teacher”
                                         7

meant “ ‘incompetency, inattention to duty, (or) partiality.’ ” Id. (quoting

Hartman v. Merged Area VI Cmty. Coll., 270 N.W.2d 822, 825 (Iowa

1978)).

      Applying these principles to Martinek’s termination, we first note

that at the school board stage and the appellate stage of the proceedings

the school district only argued it had the right to terminate Martinek

under section 279.24 of the Code. The term of Martinek’s contract was

for two years, a length of term authorized by the legislature. See Iowa

Code § 279.23(1)(a) (authorizing school districts to enter into contracts

with non-superintendent administrators for a maximum period of two

years).    Although the district’s financial situation was just cause to

terminate Martinek’s contract, the district had no authority under

section 279.24 to terminate the contract before the end of the two-year

term. Martin, 518 N.W.2d at 383.

      Iowa Code section 279.25 allows the district to discharge an

administrator for just cause at any time during the contract year. Iowa

Code § 279.25. At no time did the district argue that “legitimate reasons

relating   to   the   district’s   personnel   and   budgetary   requirements”

constitutes just cause under section 279.25. Briggs, 282 N.W.2d at 742.

While we have held just cause in section 279.25 “includes professional

incompetence and other faults attributable to the employee,” we have

never limited the meaning of “just cause” in section 279.25 to exclude

“legitimate reasons relating to the district’s personnel and budgetary

requirements.” Wedergren v. Bd. of Dirs., 307 N.W.2d 12, 20 (Iowa 1981)

(emphasis added); Briggs, 282 N.W.2d at 742.             Because the school

district has not raised nor have the parties briefed the applicability of

section 279.25 to Martinek’s termination, we need not reach its

applicability to the facts of this case.
                                      8

      The court of appeals affirmed the district court on the grounds that

Iowa Code section 279.25 could not be used to support Martinek’s

termination.     Because the school district did not argue that it could

terminate the contract under section 279.25 and we have left that

question open for another day, we must vacate the decision of the court

of appeals, even though we are affirming the district court on the

statutory issue.

      B.    Contractual Issues.     The contract entered into by Martinek

and   the    district   contained   the   following   paragraphs   regarding

termination:

      IT IS AGREED that throughout the terms of this contract the
      Principal shall be subject to discharge or demotion for good
      and just causes, provided however that the Board does not
      arbitrarily or capriciously call for his/her dismissal or
      demotion. The Principal shall have the right to service of
      written charges, notice of hearing, and be afforded a private
      and fair hearing before the Board.

      IT IS FURTHER AGREED that the Principal shall have the
      right of renewal prior to the end of each contract year for
      additional years, except that the renewal of this contract
      beyond the first year is contingent upon any realignment of
      the type of school organization.

The legislature has authorized school districts to include such terms in

its contracts.     See Iowa Code § 279.23(1)(e) (stating a contract may

include “[s]uch other matters as may be agreed upon”).         The district

argues each paragraph gave them the right to terminate Martinek’s

contract prior to the expiration of its term.

      1. Good-and-just-causes paragraph. The former superintendent of

the school district drafted the contract at issue. He was not called to

testify at the hearing.    At the hearing, Martinek testified she read the

contract prior to signing it and understood that the phrase “good and

just causes” meant both good and just causes as required by law. The
                                           9

present superintendent of the school district testified at the hearing. His

position was that the financial situation of the school district constituted

“good and just causes” to terminate the contract.

       On appeal, the school district only argues that notwithstanding the

contractual language, it is not required to show good cause because

neither Iowa Code section 279.24 nor section 279.25 uses the term “good

cause.”1 It makes this claim arguing its contract cannot include a term

not authorized by the statute.

       The flaw with this argument is that we have already determined

that just cause as contemplated in section 279.24 includes the concept

of good cause as a subset of just cause.              Briggs, 282 N.W.2d at 742.

Furthermore, we have previously held that just cause under section

279.25 also includes good cause. Wedergren, 307 N.W.2d at 20. Thus,

because good cause is included in sections 279.24 and 279.25 we cannot

write the term “good cause” out of the contract.

       2. Realignment paragraph.               The school district argues the

realignment paragraph allows the district to terminate Martinek’s

contract mid-term because the superintendent’s new position as

superintendent and elementary school principal for budget constraints is

a realignment as envisioned by the paragraph. We disagree.




       1The  school district conceded the contractual provision stating “the Principal
shall be subject to discharge or demotion for good and just causes” required the district
to prove both a good cause and a just cause to support the principal’s discharge.
(Emphasis added.) Therefore, we do not consider whether this contractual provision
should be interpreted using the “familiar rule of construction that the word ‘and’ is
sometimes construed as a disjunctive such as ‘or.’ ” Koethe v. Johnson, 328 N.W.2d
293, 299 (Iowa 1982) (construing statute); accord In re Detention of Altman, 723 N.W.2d
181, 187 (Iowa 2006).
                                          10

      For this provision to apply a “realignment of the type of school

organization” must occur. The district’s definition of “the type of school

organization” is contained in the school’s policy manual. It provides:

      The schools shall be organized into levels of instruction as
      follows:

      1. Elementary schools: the elementary school will consist of
         Kindergarten and grades 1 through 6.

      2. Junior-Senior High School: The junior-senior high school
         shall consist of grades 7 through 12.

      The manual clearly defines the “types of school organization” as

the levels of instruction offered by the district at the elementary schools

and those offered at the junior-senior high school. Therefore, to have a

realignment of the type of school organization, the levels of instruction in

the schools would have to change. Staff changes have nothing to do with

the types of school organization.

      The superintendent claims despite the depiction in the policy

manual, that the policy manual description is obsolete.                Even if the

policy manual description is obsolete, it was in effect at the time of

Martinek’s termination. Without a change in the levels of instruction in

the schools in the district, the provision making the renewal of

Martinek’s     contract   beyond    the    first   year   contingent   upon   any

realignment of the type of school organization is inapplicable to her

termination.

      V. Disposition.

      Because the school district did not have the authority under Iowa

Code section 279.24 or the contract to terminate Martinek before she

completed her two-year term under the contract, we affirm the judgment

of the district court. However, we must vacate the decision of the court

of appeals affirming the judgment of the district court, for the reason
                                    11

that the court of appeals used its interpretation of Iowa Code section

279.25 to affirm the district court’s judgment.

      DECISION OF COURT OF APPEALS VACATED; DISTRICT

COURT DECISION AFFIRMED.

      All justices concur except Baker, J., who takes no part.
