(a) In this section:
(1) "Association" and "corporation" have the meanings assigned by Section 1.07, Penal Code.
(2) "High managerial agent" has the meaning assigned by Section 7.21, Penal Code.
(b) If conduct constituting an offense under this subchapter is performed by an agent acting on behalf of a corporation or association and within the scope of the agent's office or employment, the corporation or association is criminally responsible for the offense only if the commission of the offense was authorized, requested, commanded, performed, or recklessly tolerated by:
(1) a majority of the governing board acting on behalf of the corporation or association; or
(2) a high managerial agent acting on behalf of the corporation or association and within the scope of the high managerial agent's office or employment.
(c) It is an affirmative defense to prosecution of a corporation or association under Subsection (b) that the high managerial agent having supervisory responsibility over the subject matter of the offense employed due diligence to prevent the commission of the offense.