Business Organizations Code § 22.227

Sec. 22.227. DISSENT TO OR ABSTENTION FROM ACTION. (a) A director of a corporation who is present at a meeting of the board of directors at which action is taken on a corporate matter described by Section 22.226(a) is presumed to have assented to the action 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) The right to dissent or abstain under this section does not apply to a director who voted in favor of the action. 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. 30, eff. September 1, 2017.