Sec. 2306.5542. REMOVAL OF MEMBERS. (a) It is a ground for removal from the board of directors of the corporation that a member:
(1) does not have at the time of taking office the qualifications required by Section 2306.554;
(2) does not maintain during service on the board of directors of the corporation the qualifications required by Section 2306.554;
(3) is ineligible for membership under Sections 2306.554 and 2306.5545;
(4) cannot, because of illness or disability, discharge the member's duties for a substantial part of the member's term; or
(5) is absent from more than half of the regularly scheduled board meetings that the member is eligible to attend during a calendar year without an excuse approved by a majority vote of the board of directors.
(b) The validity of an action of the board of directors of the corporation is not affected by the fact that it is taken when a ground for removal of a board member exists.
(c) If the president of the corporation has knowledge that a potential ground for removal exists, the president shall notify the presiding officer of the board of directors of the potential ground. The presiding officer shall then notify the governor and the attorney general that a potential ground for removal exists. If the potential ground for removal involves the presiding officer, the president shall notify the next highest ranking officer of the board of directors, who shall then notify the governor and the attorney general that a potential ground for removal exists.
Added by Acts 2003, 78th Leg., ch. 332, Sec. 11, eff. Sept. 1, 2003.
Section: Previous 2306.542 2306.551 2306.552 2306.5521 2306.553 2306.554 2306.5541 2306.5542 2306.5543 2306.5545 2306.5546 2306.5547 2306.5548 2306.5549 2306.555 NextLast modified: September 28, 2016