EMC 2007 Annual Report Download - page 122
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directors of this corporation, or is constituted of the directors or officers of this corporation.
To the extent permitted by law, the authorizing or ratifying vote of the holders of a majority of the shares of each class of the capital stock of this corporation
outstanding and entitled to vote for directors at any annual meeting or a special meeting duly called for the purpose (whether such vote is passed before or
after judgment rendered in a suit with respect to such contract, transaction or act) shall validate any contract, transaction or act of this corporation, or of the
board of directors or any committee thereof, with regard to all shareholders of this corporation, whether or not of record at the time of such vote, and with
regard to all creditors and other claimants under this corporation; provided, however, that
A. with respect to the authorization or ratification of contracts, transactions or acts in which any of the directors, officers or shareholders of
this corporation have an interest, the nature of such contracts, transactions or acts and the interest of any director, officer or shareholder therein
shall be summarized in the notice of any such annual or special meeting, or in a statement or letter accompanying such notice, and shall be fully
disclosed at any such meeting;
B. the shareholders so voting shall have made any findings required by law;
C. shareholders so interested may vote at any such meeting except to the extent otherwise provided by law; and
D. any failure of the shareholders to authorize or ratify such contract, transaction or act shall not be deemed in any way to invalidate the
same or to deprive this corporation, its directors, officers or employees of its or their right to proceed with such contract, transaction or act.
No contract, transaction or act shall be avoided by reason of any provision of this paragraph (i) which would be valid but for such provision or
provisions.
(j) The corporation shall have all powers granted to corporations by the laws of The Commonwealth of Massachusetts, provided that no such power
shall include any activity inconsistent with the Business Corporation Law or the general laws of said Commonwealth.
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