Sec. 22.227. DISSENT TO OR ABSTENTION FROM ACTION. (a) A director of a corporation who is present at a meeting of the board of directors at which action is taken on a corporate matter described by Section 22.226(a) is presumed to have assented to the action unless:
(1) the director's dissent or abstention has been entered in the minutes of the meeting;
(2) the director has filed a written dissent or abstention with respect to the action with the person acting as the secretary of the meeting before the meeting is adjourned; or
(3) the director has sent to the secretary of the corporation, within a reasonable time after the meeting has been adjourned, a written dissent or abstention by:
(A) certified or registered mail, return receipt requested; or
(B) other means specified in the corporation's governing documents.
(b) The right to dissent or abstain under this section does not apply to a director who voted in favor of the action.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 30, eff. September 1, 2017.
Structure Texas Statutes
Chapter 22 - Nonprofit Corporations
Section 22.201. Management by Board of Directors
Section 22.202. Management by Members
Section 22.203. Board Member Eligibility Requirements
Section 22.204. Number of Directors
Section 22.205. Designation of Initial Board of Directors
Section 22.206. Election or Appointment of Board of Directors
Section 22.207. Election and Control by Certain Entities
Section 22.208. Term of Office
Section 22.209. Classification of Directors
Section 22.210. Non-Director Rights and Limitations
Section 22.211. Removal of Director
Section 22.2111. Resignation of Director
Section 22.214. Action by Directors
Section 22.215. Voting in Person or by Proxy
Section 22.216. Term and Revocability of Proxy
Section 22.217. Notice of Meeting; Waiver of Notice
Section 22.218. Management Committee
Section 22.219. Other Committees
Section 22.220. Action Without Meeting of Directors or Committee
Section 22.221. General Standards for Directors
Section 22.222. Religious Corporation Director's Good Faith Reliance on Certain Information
Section 22.224. Delegation of Investment Authority
Section 22.225. Loan to Director Prohibited
Section 22.226. Director Liability for Certain Distributions of Assets
Section 22.227. Dissent to or Abstention From Action
Section 22.228. Reliance on Written Opinion of Attorney
Section 22.229. Right to Contribution
Section 22.230. Contracts or Transactions Involving Interested Directors, Officers, and Members
Section 22.232. Election or Appointment of Officers
Section 22.233. Application to Church
Section 22.234. Religious Corporation Officer's Good Faith Reliance on Certain Information