PART I - GENERAL PROVISIONS
ARTICLE 2. GENERAL PRINCIPLES OF LIABILITY

§2.07. Liability of Corporation, Unincorporated Associations and Persons Acting, or Under a Duty to Act, in Their Behalf.
(1) A corporation may be convicted of the commission of an offense if:
(a) the offense is a violation or misdemeanor, or the offense is defined by a statute other than this code in which a legislative purpose to impose liability on corporations plainly appears and the conduct is performed by an agent of the corporation acting in behalf of the corporation within the scope of the agent's office or employment, except that if the law defining the offense designates the agents for whose conduct the corporation is accountable or the circumstances under which it is accountable, such provisions shall apply; or
(b) the offense consists of an omission to discharge a specific duty of affirmative performance imposed on corporations by law; or
(c) the commission of the offense was authorized, requested, commanded, performed or recklessly tolerated by the board of directors of by a high managerial agent acting in behalf of the corporation within the scope of the agent's office or employment.
(2) When absolute liability is imposed for the commission of an offense, a legislative purpose to impose liability on a corporation or unincorporated association shall be assumed, unless the contrary plainly appears.
(3) An unincorporated association may be convicted of the commission of an offense if:
(a) the offense is defined by a statute other than this code that expressly provides for the liability of such an association and the conduct is performed by an agent of the association acting in behalf of the association within the scope of the agent's office or employment, except that if the law defining the offense designates the agents for whose conduct the association is accountable or the circumstances under which it is accountable, such provisions shall apply;
(b) the offense consists of an omission to discharge a specific duty of affirmative performance imposed on association by law; or
(c) the commission of the offense was authorized, requested, commanded, performed or recklessly tolerated by the executive board of the association or by a high managerial agent acting in behalf of the association within the scope of the agent's office or employment.
(4) As used in this Section:
(a) "corporation" does not include an entity organized as or by a government a lagency for the execution of a governmental program;
(b) "agent" means any director, officer, servant, employee or other person authorized to act in behalf of the corporation or association and, in the case of an unincorporated association, a member of such association;
(c) "high managerial agent" means an officer of a corporation or an unincorporated association, or, in the case of a partnership, a partner, or any other agent of a corporation or association having duties of such responsibility that his or her conduct may fairly be assumed to represent the policy of the corporation or association.
(5) In any prosecution of a corporation or an unincorporated association for the commission of an offense included within the terms of Subsection (1)(a) or (3)(a) of this Section, other than an offense for which absolute liability has been imposed, it shall be a defense if the defendant proves by a preponderance of evidence that the high managerial agent having supervisory responsibility over the subject matter of the offense employed due diligence to prevent its commission. This paragraph shall not apply if it is plainly inconsistent with the legislative purpose in defining the particular offense.