Bus. Orgs. Code Section 1.003
(a)For purposes of this code, a person is disinterested with respect to the approval of a contract, transaction, or other matter, or to the consideration of the disposition of a claim or challenge relating to a contract, transaction, or particular conduct, if the person or the person’s associate:
(1)is not a party to the contract or transaction or materially involved in the conduct that is the subject of the claim or challenge; and
(2)does not have a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge.
(b)For purposes of Subsection (a), a person is not materially involved in a contract or transaction that is the subject of a claim or challenge and does not have a material financial interest in the outcome of a contract or transaction or the disposition of a claim or challenge solely because:
(1)the person was nominated or elected as a governing person by a person who is:
(A)interested in the contract or transaction; or
(B)alleged to have engaged in the conduct that is the subject of the claim or challenge;
(2)the person receives normal fees or customary compensation, reimbursement for expenses, or benefits as a governing person of the entity;
(3)the person has a direct or indirect equity interest in the entity;
(4)the entity has, or its subsidiaries have, an interest in the contract or transaction or was affected by the alleged conduct;
(5)the person or an associate of the person receives ordinary and reasonable compensation for reviewing, making recommendations regarding, or deciding on the disposition of the claim or challenge; or
(6)in the case of a review by the person of the alleged conduct that is the subject of the claim or challenge:
(A)the person is named as a defendant in the derivative proceeding regarding the matter or as a person who engaged in the alleged conduct; or
(B)the person, acting as a governing person, approved, voted for, or acquiesced in the act being challenged if the act did not result in a material personal or financial benefit to the person and the challenging party fails to allege particular facts that, if true, raise a significant prospect that the governing person would be held liable to the entity or its owners or members as a result of the conduct.
Section 1.003 — Disinterested Person,
https://statutes.capitol.texas.gov/Docs/BO/htm/BO.1.htm#1.003 (accessed Dec. 2, 2023).