INDEMNIFICATION OF DIRECTORS and others
The Corporation shall, to the extent legally permissible, including but not limited to the extent authorized under Massachusetts General Law, Chapter 180, as amended, or any other authorized statute, indemnify any person serving or who has served as a Director or Officer of the Corporation, or at its request as a Director, Trustee, Officer, Employee or other Agent of another organization or Employee Benefit Plan against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or having been such a Director, Officer, Trustee, Employee or Agent, (except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation); provided, however, that as to any matter disposed of by a compromise payment by such Director, officer, Trustee, Employee or Agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless:
(a.) such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification:
(b.) by a disinterested majority of the Directors then in office; or
(c.) by a majority of the Members at the time entitled to vote for Directors; or
(d.) in the absence of action by disinterested Directors or Members, there has been obtained at the request of a majority of the Directors then in office an opinion in writing of independent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that his-action was in the best interests of the Corporation. Expenses, including counsel fees, reasonably incurred by any such Director, Officer, Trustee, Employee or Agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid the Corporation if it is ultimately determined that indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Director, Officer, Trustee, Employee or Agent may be entitled by contract or otherwise by law. As used in this Article the terms "Director", "Officer", "Trustee". "Employee" and "Agent" include their respective heirs, Executors and Administrators, and an "interested" Director, Officer, Trustee, Employee or Agent is one against whom in such capacity the proceedings in question or other proceedings on the same or similar grounds is then pending.