Texas Business Organizations Code - BUS ORG § 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: