Texas Business Corporation Act - Article 2.42. Officers
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Art. 2.42. Officers
A. The officers of a corporation shall consist of a president and a
secretary, each of whom shall be elected by the board of directors
at such time and in such manner as may be prescribed by the bylaws.
Such other officers, including assistant officers, and agents as
may be deemed necessary may be elected or appointed by the board of
directors or chosen in such other manner as may be prescribed by the
bylaws. Any two (2) or more offices may be held by the same person.
B. All officers and agents of the corporation, as between
themselves and the corporation, shall have such authority and
perform such duties in the management of the corporation as may be
provided in the bylaws, or as may be determined by resolution of the
board of directors not inconsistent with the bylaws.
C. In the discharge of any duty imposed or power conferred upon an
officer, of a corporation the officer may in good faith and ordinary
care rely on information, opinions, reports, or statements,
including financial statements and other financial data,
concerning the corporation or another person, that were prepared or
presented by:
(1) one or more other officers or employees of the corporation
including members of the board of directors; or
(2) legal counsel, public accountants, investment bankers, or other
persons as to matters the officer reasonably believes are within
the person's professional or expert competence.
An officer is not relying in good faith within the meaning of this
section if the officer has knowledge concerning the matter in
question that makes reliance otherwise permitted by this subsection
unwarranted.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1981, 67th Leg., p. 3114, ch. 818, Sec. 4, eff. Aug. 31, 1981;
Acts 1985, 69th Leg., ch. 128, Sec. 11, eff. May 20, 1985; Acts
1991, 72nd Leg., ch. 901, Sec. 17, eff. Aug. 26, 1991.
Article: 2.37 2.38 2.38-1 2.38-2 2.38-3 2.38-4 2.41 2.42 2.43 2.44 3.01 3.02 3.03 3.04 3.06
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Last modified: August 10, 2007
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