Texas § BO.22.001 - DEFINITIONS

§ BO.22.001. DEFINITIONS

DEFINITIONS. In this chapter: (1) "Board of directors" means the group of individuals vested with the management of the affairs of the corporation, regardless of the name used to designate the group. The term does not include the member or members of the corporation if the certificate of formation of the corporation vests the management of the affairs of the corporation in the members. (2) "Bylaws" means the rules adopted to regulate or manage the corporation, regardless of the name used to designate the rules. (3) "Corporation" or "domestic corporation" means a domestic nonprofit corporation subject to this chapter. (3-a) "Director" means an individual who is a member of the board of directors, regardless of the name or title used to designate the individual. The term does not include an individual designated as a director of the corporation, or as an ex officio, honorary, or other type of director of the corporation if the individual is not entitled to vote as a director. (4) "Foreign corporation" means a foreign nonprofit corporation. (5) "Nonprofit corporation" means a corporation no part of the income of which is distributable to a member, director, or officer of the corporation, except as provided by Section 22.054 . (6) "Ordinary care" means the care that an ordinarily prudent person in a similar position would exercise under similar circumstances. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2015, 84th Leg., R.S., Ch. 121 (S.B. 1233 ), Sec. 1, eff. May 23, 2015. Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971 ), Sec. 16, eff. September 1, 2019. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411 ), Sec. 39, eff. September 1, 2025.