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Texas Business Organizations Code - Section 22.221. General Standards For Directors

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 22.221. General Standards For Directors

§ 22.221. GENERAL STANDARDS FOR DIRECTORS.  (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.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007