09/13/2001 HOUSING AUTHORITY Minutes

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his action was in the best interests of the corporation if he acted in good faith in the reasonable belief that his action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he has a fiduciary duty. The payment of any indemnification shall be conclusively deemed authorized by the corporation under this article, and each director of the corporation approving such payment shall be wholly protected, if: (i) the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties say participate),or(3)by a majority vote of a quorum of the members or directors,voting as a single class,which quorum shall consist of members who are not at that time parties to the proceeding; or (ii) the action is taken in reliance upon the opinion-of independent legal counsel(who may be counsel to the corporation) appointed for the purpose by vote of the directors or in the manner specified in clauses(1),(2)or (3)of subparagraph(i); or (iii) the directors have otherwise acted in accordance with the standard of conduct applied under Chapter 180 of the Massachusetts General Laws. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director,officer or other persons entitled to indemnification hereunder. The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such director of officer or other persons may be entitled. Nothing - 8 -