Tex. Bus. Orgs. Code § 21.414 · Subchapter I. BOARD OF DIRECTORS
DISSENT TO OR ABSTENTION FROM ACTION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A director of a corporation who is present at a meeting of the board of directors at which action has been taken is presumed to have assented to the action taken unless:
(1) the director's dissent or abstention has been entered in the minutes of the meeting;
(2) the director has filed a written dissent or abstention with respect to the action with the person acting as the secretary of the meeting before the meeting is adjourned; or
(3) the director has sent to the secretary of the corporation, within a reasonable time after the meeting has been adjourned, a written dissent or abstention by:
(A) certified or registered mail, return receipt requested; or
(B) other means specified in the corporation's governing documents.
(b) A director who voted in favor of an action may not dissent or abstain with respect to the action.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 11, eff. September 1, 2017.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm
- Text hash
- sha256 2274dfd513a71dd8a413fb55243eb721b981f02a59eb734e8723c1a0e6c8aa07
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.