EMC 2008 Annual Report Download - page 146

in the best interests of the corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by
a majority of the disinterested directors then in office, provided that there has been obtained 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 such individual's action was in the best interests of the corporation;
or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by
any interested director or officer. Expenses, including counsel fees, reasonably incurred by any director or officer 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 director or officer to repay to the corporation the amounts so paid by the corporation if it is ultimately determined that
indemnification for such expenses is not authorized under this Section 7. The right of indemnification hereby provided shall not be exclusive of or affect any
other rights to which any director or officer may be entitled. As used in this Section, the terms, "director" and "officer" include their respective heirs,
executors and administrators, and an "interested" director or officer is one against whom in such capacity the proceedings in question or another proceeding
on the same or similar grounds is then pending. Nothing contained in this Section shall affect any rights to indemnification to which corporate personnel other
than directors or officers may be entitled by contract or otherwise under law.
Section 8. CORPORATE SEAL
The seal of the corporation shall, subject to alteration by the directors, consist of a flat-faced circular die with the word "Massachusetts", together with
the name of the corporation and the year of its organization, cut or engraved thereon.
Section 9. EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the president or by one of the vice
presidents or by the treasurer.
Section 10. FISCAL YEAR
The fiscal year of the corporation shall end on December 31.
Section 11. AMENDMENTS
These bylaws may be altered, amended or repealed at any annual or special meeting of the shareholders called for the purpose, of which the notice shall
specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of the shareholders. These bylaws
may also be altered, amended or repealed by vote of a majority of the directors then in office, except that the directors shall not take any action which
provides for indemnification of directors nor any action to amend this Section 11, and except that the directors shall not take any action unless permitted by
law.
Any bylaw so altered, amended or repealed by the directors may be further altered or amended or reinstated by the shareholders in the above manner.
Section 12. MASSACHUSETTS CONTROL SHARE ACQUISITIONS ACT
The provisions of Chapter 110D shall not apply to control share acquisitions of the corporation.
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