(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.

Source Note: The provisions of this §15.86 adopted to be effective January 1, 1997, 21 TexReg 11828; amended to be effective March 15, 2012, 37 TexReg 1784