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proper . . _ --- -- - <br /> ( b ) The Board of Directors shall determine whether <br /> amounts for which a Director seeks indemnification were properly <br /> incurred and whether such Director or Officer acted in good faith <br /> — - " — and - in'- a- manner lie- reasonably-- believed-.to- be_ in-_ the_ best_.in.ter. est --_- -'---- <br /> of the Organization , and whether , with respect '-to - any mcriminal ' . , .q . <br /> - <br /> action or proceeding , he had no reasonable ground for 'belief ' that <br /> such action was unlawful . Such determination shall be made by the <br /> Board of Directors by - a majority vote of a ' quorum consisting of <br /> Directors who were, not parties to such action , suit or <br /> proceeding -- - - -- ----. <br /> ( c ) The foregoing rights of indemnification shall not <br /> be deemed to limit in any way the powers of the Organization: to <br /> indemnify under applicable law . <br /> ARTICLE VIII <br /> TRkRSACTION IN W[3ICIi DIRECTORS OR ---_— .._ - -- '-- - - -- <br /> OFFICERS ARE INTERESTED <br /> ( a ) No contract or transaction between the Organization . <br /> and one or more of its Directors or Officers , or between the <br /> Organization and any other corporation , partnership , association . <br /> or other organization in which one or more of ita: Directors or <br /> Officersare Directors or Officers , or have` a firianaial - int"eresC ; --"'- - -- <br /> ," • -• •• shall be invalid , void or voidable solely for this , reason , or '- <br /> solely because the Director or Officer is present at or <br /> �. _ participates in the meeting of the Board . or committee thereof <br /> - - . .which authorized the contractor transaction , or solely because * <br />