Texas Codes
Tex. Bus. Orgs. Code § 22.221 (2026)
General Standards For Directors
✓ current as of May 2026
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Sec. 22.221. GENERAL STANDARDS FOR DIRECTORS. (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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Notes of Decisions
Cited in 11
cases (4 in the last 5 years), 2012–2025 · leading case: John L. O'Hern, Tina Dooley, Antionette D. Green, & Leslie Perryman v. Khaled Mughrabi.
John L. O'Hern, Tina Dooley, Antionette D. Green, & Leslie Perryman v. Khaled Mughrabi (Tex. App. 2019). “Tex. Bus. Orgs. Code § 22.221. Consistent with the statutory text, courts, including this one, have held that the burden of proving the elements listed in section 22.”
Whitaker v. Moroney Farms Homeowners' Ass'n (In Re Whitaker) (5th Cir. 2016). “” Tex. Bus. Orgs.Code §§ 22.221(a), 22.235(a); see also FNFS, Ltd.”
Jeff Burns v. the Seascape Owners Ass'n Inc., John Pruetz, Brett Phillips, Julian Nichols, Tom Brune, Ron Benotti, (Tex. App. 2012). “2 See TEX. BUS. ORGS. CODE ANN. § 22.221 (Vernon 2011).”
Eileen K. Starbranch v. Elizabeth Howard Crowell (Tex. App. 2015). “30 Tex. Bus. Orgs. Code § 22.235 ...........”
Vicki Saulnier v. Danita Haase, Greg Collins, Lourinda Willey, Richard Nygren, & Scott Brown (Tex. App. 2017). “Tex. Bus. Orgs. Code Ann. § 22.221 (b) (West 2012).”
George Green & Garlan Green v. Port of Call Homeowners Ass'n Phillip Jacobs John Ross Bucholtz Richard Pat McElr (Tex. App. 2018). “; see also Tex. Bus. Orgs. Code § 22.221. In their response to the Member Defendants’ motions for summary judgment, the Greens did not address immunity under the safe harbor provision of section 22.”
Tamisha Nicole Campbell, Individually & as Guardian & Next Friend of Tamatha Nanette Williams, an Incapacitated Pers (Tex. App. 2019). “denied) (citing a former version of Tex. Bus. Orgs. Code Ann. § 22.221 (b)). Like the statute in Priddy, section 74.”
Laguna Reef Condo. Ass'n, Inc. v. Cross River Investments, LLC Dr. John Moczygemba & Sandra Moczygemba (Tex. App. 2023). “1 See generally Tex. Bus. Orgs. Code § 22.221 (providing that directors who act in good faith and with ordinary care are immune from suit).”
Debbie Perales Robin Hawkins Suzanne Leos Crystal Chavez Jill Hiatt Ursula Cui Shawna Goffney Amber McMillan Laramie Riv (Tex. App. 2023). “See Tex. Bus. Orgs. Code Ann. §§ 22.221 (b), .”
Okwesilieze Women's Club of Nigeria Int'l & Gboliwe Grace Chukwu v. De Okwesilieze Int'l Women' Club, (S.D. Tex. 2021). “Tex. Bus. Org. Code § 22.221. The defendants’ argument has two flaws.”
Clayton Woods Homeowners Ass'n, Inc. v. Bertram Garner, Charles MacHauer & Tyrone Morgan (Tex. App. 2025). “§ 14503 ; TEX. BUS. ORGS. CODE §§ 22.221, 22.235. 3 Three weeks later, the homeowners’ association filed a verified motion to set aside the summary judgment, alternatively for a new trial, and for leave to file a summary judgment response.”
— Tex. Bus. Orgs. Code § 22.221(a) — 1 case
Whitaker v. Moroney Farms Homeowners' Ass'n (In Re Whitaker) (5th Cir. 2016). “” Tex. Bus. Orgs.Code §§ 22.221(a), 22.235(a); see also FNFS, Ltd.”
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