Texas Government Code 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 § 2306.554;
(2) does not maintain during service on the board of directors of the corporation the qualifications required by § 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.
Terms Used In Texas Government Code 2306.5542
- 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.
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- Year: means 12 consecutive months. See Texas Government Code 311.005
(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.