| (a) Prohibited conduct for directors and employees.
Each director or employee of a corporation may not:
(1) accept or solicit any gift, favor, or service that
might reasonably tend to influence a director or an employee in the
discharge of official duties or that the director or employee knows
or should know is being offered with the intent to influence the director's
or employee's official conduct;
(2) accept other employment or engage in a business
or professional activity that the director or employee might reasonably
expect would require or induce the director or employee to disclose
confidential information acquired by reason of the official position;
(3) accept other employment or compensation that could
reasonably be expected to impair the director's or employee's independence
of judgment in the performance of the director's or employee's official
duties;
(4) make personal investments that could reasonably
be expected to create a substantial conflict between the director's
or employee's private interest and the interest of the corporation;
(5) intentionally or knowingly solicit, accept, or
agree to accept any benefit for having exercised the director's or
employee's official powers or performed the director's or employee's
official duties in favor of another; or
(6) have a personal interest in an agreement executed
by the corporation.
(b) Eligibility of directors and chief administrative
officer.
(1) A person is not eligible to serve as a director
or chief administrative officer of a corporation if the person or
the person's spouse:
(A) is employed by or participates in the management
of a business entity or other organization that is regulated by or
receives funds from the department;
(B) directly or indirectly owns or controls more than
10% interest in a business entity or other organization that is regulated
by or receives funds from the department;
(C) uses or receives a substantial amount of tangible
goods, services, or funds from the department; or
(D) is required to register as a lobbyist under Government
Code, Chapter 305, because of the person's activities for compensation
on behalf of a profession related to the operation of the department.
(2) A person is not eligible to serve as a director
or chief administrative officer of a corporation if the person is
an officer, employee, or paid consultant of a Texas trade association
in the field of road construction or maintenance, aviation, or outdoor
advertising, or if the person's spouse is an officer, manager, or
paid consultant of a Texas trade association in the field of road
construction or maintenance, aviation, or outdoor advertising.
(3) Except as provided in §15.85(b)(3) of this
title (relating to Board of Directors), a person is eligible to serve
as a director or chief administrative officer of a corporation if
the person has received funds from the department as compensation
for acquisition of highway right of way.
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