Texas Business Organizations Code
Sec. § 3.102
Rights of Governing Persons in Certain Cases


In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, may, in good faith and with ordinary care, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by:


an officer or employee of the entity;


legal counsel;


a certified public accountant;


an investment banker;


a person who the governing person reasonably believes possesses professional expertise in the matter; or


a committee of the governing authority of which the governing person is not a member.


A governing person may not in good faith rely on the information described by Subsection (a) if the governing person has knowledge of a matter that makes the reliance unwarranted.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Last accessed
Apr. 10, 2021