Texas Business Organizations Code
§ 22.221 — GENERAL STANDARDS FOR DIRECTORS
BO § 22.221Title 2. CORPORATIONS · Ch. 22. NONPROFIT CORPORATIONS · Art. E. MANAGEMENT
Statute text
View on source(a)A director shall discharge the director's duties, including duties as a committee member, in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation.
(b)A director is not liable to the corporation, a member, or another person for an action taken or not taken as a director if the director acted in compliance with this section. A person seeking to establish liability of a director must prove that the director did not act:
(1)in good faith;
(2)with ordinary care; and
(3)in a manner the director reasonably believed to be in the best interest of the corporation.
Legislative history
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.