Sec. 21.106. AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF DIRECTORS; LIABILITY. (a) A shareholders' agreement authorized by this subchapter that limits the discretion or powers of the board of directors or supplants the board of directors relieves the directors of, and imposes on a person in whom the discretion or powers of the board of directors or the management of the business and affairs of the corporation is vested, liability for an act or omission of the person in accordance with Subsection (b).
(b) A person on whom liability for an act or omission is imposed under this section is liable in the same manner and to the same extent as a director on whom liability for an act or omission is imposed by this code or other law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter C. Shareholders' Agreements
Section 21.101. Shareholders' Agreement
Section 21.102. Term of Agreement
Section 21.103. Disclosure of Agreement; Recall of Certain Certificates
Section 21.104. Effect of Shareholders' Agreement
Section 21.105. Right of Rescission; Knowledge of Purchaser of Shares
Section 21.106. Agreement Limiting Authority of and Supplanting Board of Directors; Liability
Section 21.107. Liability of Shareholder
Section 21.108. Persons Acting in Place of Shareholders