Tex. Bus. Org. Code § 22.221 : BUSINESS ORGANIZATIONS CODE — CORPORATIONS — NONPROFIT CORPORATIONS — MANAGEMENT — General Standards for Directors TEXT PDF (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. Tex. Bus. Org. Code § 22.221 Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.