AI-assisted research summary: A board member may be removed if listed qualification, eligibility, disability, or attendance conditions are met; the corporation’s president and board officers must notify state officials when a potential removal ground is known.
Sec. 2306.5542. REMOVAL OF MEMBERS. (a) It is a ground for removal from the board of directors of the corporation that a member: (1) does not have at the time of taking office the qualifications required by Section 2306.554; (2) does not maintain during service on the board of directors of the corporation the qualifications required by Section 2306.554; (3) is ineligible for membership under Sections 2306.554 and 2306.5545; (4) cannot, because of illness or disability, discharge the member's duties for a substantial part of the member's term; or (5) is absent from more than half of the regularly scheduled board meetings that the member is eligible to attend during a calendar year without an excuse approved by a majority vote of the board of directors. (b) The validity of an action of the board of directors of the corporation is not affected by the fact that it is taken when a ground for removal of a board member exists. (c) If the president of the corporation has knowledge that a potential ground for removal exists, the president shall notify the presiding officer of the board of directors of the potential ground. The presiding officer shall then notify the governor and the attorney general that a potential ground for removal exists. If the potential ground for removal involves the presiding officer, the president shall notify the next highest ranking officer of the board of directors, who shall then notify the governor and the attorney general that a potential ground for removal exists. Added by Acts 2003, 78th Leg., ch. 332, Sec. 11, eff. Sept. 1, 2003.