Tex. Codes » Business Organizations Code · TITLE 2. CORPORATIONS · CHAPTER 22. NONPROFIT CORPORATIONS
Texas Codes

Tex. Bus. Orgs. Code § 22.235 (2026)

Officer Liability

✓ current as of May 2026
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Sec. 22.235. OFFICER LIABILITY. (a) An officer is not liable to the corporation or any other person for an action taken or omission made by the officer in the person's capacity as an officer unless the officer's conduct was not exercised:

(1) in good faith;

(2) with ordinary care; and

(3) in a manner the officer reasonably believes to be in the best interest of the corporation.

(b) This section shall not affect the liability of the corporation for an act or omission of the officer.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER F. FUNDAMENTAL BUSINESS TRANSACTIONS


Notes of Decisions
Cited in 7 cases, 2013–2016 · leading case: Better Bus. Bureau of Metro. Houston, Inc. v. John Moore Servs., Inc., 500 S.W.3d 26 (Tex. App. 2016).
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Better Bus. Bureau of Metro. Houston, Inc. v. John Moore Servs., Inc., 500 S.W.3d 26 (Tex. App. 2016). “1995); see Tex. Bus. Orgs. Code Ann. § 22.235 (West 2012) (providing that officer is not liable to any person for action taken or omission made in capacity as officer in good faith, with ordinary care, and in manner reasonably believed to be in nonprofit corporation’s best…”
Hall v. Bean, 416 S.W.3d 490 (Tex. App. 2013). · cites it 2× “§ 14503 (a); Tex. Bus. Org.Code § 22.235(a). The homeowners filed a response, arguing the officers were not entitled to immunity under either statute because they had intentionally harmed the homeowners and because they had not acted in good faith, with ordinary care, and in a…”
Bryan D. \Doug\" Lippert & Jane Lippert v. Chris Eldridge" (Tex. App. 2016). · cites it 3× “§ 14503 ; Tex. Bus. Orgs. Code § 22.235. For the following reasons, we will reverse the trial court’s summary judgment and remand this cause for further proceedings.”
Ray Basaldua v. George Farinacci, Ladona Farinacci & Jim House (Tex. App. 2015). · cites it 3× “7 Tex. Bus. Org. Code § 22.001(5).... .....”
Kris Hall & Holly J. Jones, Larry Bishop & Cynthia Bishop, George Clark & Deborah Clark, Gary McGregor andTeri McGregor, Soledad Pineda & Carol Severance v. Jackie Bean, Dan Kellogg, Kay Leipzig, Janice Luthy, Bob McDonald, Bruce Reinhart & Karen Volk (Tex. App. 2013). · cites it 2× “§ 14503 (a); Tex. Bus. Org. Code § 22.235(a). The homeowners filed a response, arguing the officers were not entitled to immunity under either statute because they had intentionally harmed the homeowners and because they had not acted in good faith, with ordinary care, and in a…”
Eileen K. Starbranch v. Elizabeth Howard Crowell (Tex. App. 2015). · cites it 2× “...... 21, 25, 28 Tex. Prop. Code § 204.006 .”
Ray Basaldua v. George Farinacci, Ladona Farinacci & Jim House (Tex. App. 2015). “In order to succeed on a cause of action for breach of contract, a plaintiff must 13 Tex. Bus. Org. Code § 22.235. 14 See Plaintiffs' Original Petition, on file with the Court, at 1ffl 7-35.”
— Tex. Bus. Orgs. Code § 22.235(a) — 3 cases
Hall v. Bean, 416 S.W.3d 490 (Tex. App. 2013). “§ 14503 (a); Tex. Bus. Org.Code § 22.235(a). The homeowners filed a response, arguing the officers were not entitled to immunity under either statute because they had intentionally harmed the homeowners and because they had not acted in good faith, with ordinary care, and in a…”
Kris Hall & Holly J. Jones, Larry Bishop & Cynthia Bishop, George Clark & Deborah Clark, Gary McGregor andTeri McGregor, Soledad Pineda & Carol Severance v. Jackie Bean, Dan Kellogg, Kay Leipzig, Janice Luthy, Bob McDonald, Bruce Reinhart & Karen Volk (Tex. App. 2013). “§ 14503 (a); Tex. Bus. Org. Code § 22.235(a). The homeowners filed a response, arguing the officers were not entitled to immunity under either statute because they had intentionally harmed the homeowners and because they had not acted in good faith, with ordinary care, and in a…”
Bryan D. \Doug\" Lippert & Jane Lippert v. Chris Eldridge" (Tex. App. 2016). “§ 14503 ; Tex. Bus. Orgs. Code § 22.235. For the following reasons, we will reverse the trial court’s summary judgment and remand this cause for further proceedings.”
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