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a majority of the disinterested directors (or, if applicable, the sole <br /> disinterested director) on the board of directors or committee, as the case <br /> may be, even though the disinterested directors be less than a quorum; <br /> or <br /> (2) The material facts as to the director's or officer's interest are <br /> disclosed or are known to the holders of the shares of the corporation's <br /> capital stock then entitled to vote for directors, and such holders, voting <br /> such shares as a single class, by a majority of the votes cast on the <br /> question, specifically authorize, approve or ratify the transaction; or <br /> (3) The transaction was fair to the corporation as of the time it <br /> was entered into by the corporation. <br /> A failure to meet any of the requirements in subparagraphs (1), (2) or (3) <br /> shall not create an inference that the transaction is void or voidable for that <br /> reason. <br /> (c) The directors shall have the power to fix from time to time their <br /> own compensation. _ <br /> 7. A director of the corporation shall not be liable to the corporation or its <br /> stockholders for monetary damages for breach of fiduciary duty as a director, <br /> except to the extent that exculpation from liability is not percmtted under the <br /> Massachusetts Business Corporation Law as in effect at the time such liability <br /> is determined. No amendment or repeal of this paragraph 6.7 shall apply to or <br /> have any effect on the liability or alleged liability of any director of the <br /> corporation for or with respect to any acts or omissions of such director <br /> occurring prior to such amendment or repeal. <br /> MIWI Il 'n AIM <br />