Texas Business Organizations Code

§ 8.103 — MANNER FOR DETERMINING PERMISSIVE INDEMNIFICATION

BO § 8.103Title 1. GENERAL PROVISIONS · Ch. 8. INDEMNIFICATION AND INSURANCE · Art. C. PERMISSIVE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

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(a)Except as provided by Subsections (b) and (c), the determinations required under Section 8.101(a) must be made by:

(1)a majority vote of the governing persons who at the time of the vote are disinterested and independent, regardless of whether the governing persons who are disinterested and independent constitute a quorum;

(2)a majority vote of a committee of the governing authority of the enterprise if the committee:

(A)is designated by a majority vote of the governing persons who at the time of the vote are disinterested and independent, regardless of whether the governing persons who are disinterested and independent constitute a quorum; and

(B)is composed solely of one or more governing persons who are disinterested and independent;

(3)special legal counsel selected by the governing authority of the enterprise, or selected by a committee of the governing authority, by vote in accordance with Subdivision (1) or (2);

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Legislative history

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 22, eff. January 1, 2006. Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 41, eff. September 1, 2007. Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 5, eff. September 1, 2011.