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<br /> ARTICLE VI
<br /> • The Board of Directors of the corporation may make, amend, or repeal the By-Laws of
<br /> the corporation, in whole or in part, except with respect to any provisions thereof which, by law,
<br /> require action exclusively by the stockholders entitled to vote thereon; but any By-Laws adopted
<br /> by the Board of Directors may be amended or repealed by the stockholders.
<br /> All meetings of stockholders of the Corporation may be held within the Commonwealth
<br /> of Massachusetts, or elsewhere as the Board of Directors deem fit and proper. The place of such
<br /> meeting shall be fixed in, or determined in, the manner provided in the By-Laws.
<br /> Each director or officer, present or former, of the corporation, or of any other
<br /> corporation, of which a majority of the stock is owned by the corporation, shall be indemnified
<br /> by the corporation against all reasonable costs and expenses incurred by or imposed upon
<br /> him/her in connection with or arising out of any action, suit or proceeding in which he/she may
<br /> be involved by reason of his/her being or having been such director or officer, such expenses to
<br /> include the cost of reasonable settlements (other than amounts paid to the corporation itself)
<br /> made with a view to curtail the costs of litigation. The corporation shall not, however, indemnify
<br /> any such director or officer with respect to matters as to which he/she shall be finally adjudged in
<br /> any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that
<br /> his/her action was in the best interests of the corporation, or in respect of any matter on which
<br /> • any settlement or compromise is effected if the total expenses, including the cost of such
<br /> settlement shall substantially exceed the expense which might reasonably be incurred by such
<br /> director or officer in conducting such litigation to a final conclusion. The foregoing right of
<br /> indemnification shall not be exclusive of other rights or defenses to which any such director or
<br /> officer may be entitled as a matter of law. In determining the reasonableness of any settlement,
<br /> the judgment of the Board of Directors shall be final.
<br /> No contract or other transaction between this corporation and other firm or corporation
<br /> shall be affected or invalidated by reason of the fact that any one or more of the directors or
<br /> officers of this corporation, is, or are, interested in, or is a member, stockholder, director, or
<br /> officer, or are members, stockholders. directors, or officers of such firm or corporation; and any
<br /> director or officer or officers, individually or jointly, may be a party or parties to, or may be
<br /> interested in, any contract or transaction of this corporation or in which this corporation in
<br /> interested, and no contract, act, or transaction of this corporation with any person or persons,
<br /> firm, association, or corporation, shall be affected or invalidated by reason of the fact
<br /> That any director or directors, officer or officers of this corporation, is a party or are
<br /> parties to; or interested in, such person or persons, firm, association. or corporation, and each and
<br /> every person who may become a director or officer of this corporation is hereby relieved from
<br /> any liability that might otherwise exist from the aforementioned contracting with this corporation
<br /> for the benefit of himself or any firm, association, or corporation which he/she may be otherwise
<br /> • interested.
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