Texas Finance Code - Section 31.006. Liability Of Depository Institution Directors And Personnel
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§ 31.006. LIABILITY OF DEPOSITORY INSTITUTION DIRECTORS
AND PERSONNEL. (a) The provisions of the Texas Business
Corporation Act regarding liability, defenses, and indemnification
of a director, officer, agent, or employee of a corporation apply to
a director, officer, agent, or employee of a depository institution
in this state. Except as limited by those provisions, a
disinterested director, manager, managing participant, officer, or
employee of a depository institution may not be held personally
liable in an action seeking monetary damages arising from the
conduct of the depository institution's affairs unless the damages
resulted from the gross negligence or wilful or intentional
misconduct of the person during the person's term of office or
service with the depository institution.
(b) A director, manager, managing participant, officer, or
employee of a depository institution is disinterested with respect
to a decision or transaction if:
(1) the person fully discloses any interest in the
decision or transaction and does not participate in the decision or
transaction; or
(2) the decision or transaction does not involve any
of the following:
(A) personal profit for the person through
dealing with the depository institution or usurping an opportunity
of the depository institution;
(B) buying or selling an asset of the depository
institution in a transaction in which the person has a direct or
indirect pecuniary interest;
(C) dealing with another depository institution
or other person in which the person is a director, manager, managing
participant, officer, or employee or otherwise has a significant
direct or indirect financial interest; or
(D) dealing with a family member of the person.
(c) A director, manager, managing participant, or officer
who, in performing the person's duties and functions, acts in good
faith and reasonably believes that reliance is warranted is
entitled to rely on information, including an opinion, report,
financial statement or other type of statement or financial data,
decision, judgment, or performance, prepared, presented, made, or
rendered by:
(1) one or more directors, managers, managing
participants, officers, or employees of the depository
institution, or of an entity under joint or common control with the
depository institution, who the director, manager, managing
participant, or officer reasonably believes merit confidence;
(2) legal counsel, a public accountant, or another
person who the director, manager, managing participant, or officer
reasonably believes merits confidence; or
(3) a committee of the board of which the director,
manager, or managing participant is not a member.
(d) In this section, "family member" means a person's:
(1) spouse;
(2) minor child; or
(3) adult child who resides in the person's home.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
Section: 15.414 15.415 31.001 31.002 31.003 31.004 31.005 31.006 31.007 31.101 31.102 31.103 31.104 31.105 31.106
Last modified: August 10, 2007
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