Texas Business Organizations Code 22.235 – Officer Liability
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(a) An officer is not liable to the corporation or any other person for an action taken or omission made by the officer in the person’s capacity as an officer unless the officer’s conduct was not exercised:
(1) in good faith;
(2) with ordinary care; and
(3) in a manner the officer reasonably believes to be in the best interest of the corporation.
(b) This section shall not affect the liability of the corporation for an act or omission of the officer.
Terms Used In Texas Business Organizations Code 22.235
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
- Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002