Mass. Gen. Laws ch. 156D § 8.50
In this SUBDIVISION the following words shall have the following meanings unless the context requires otherwise:
"Corporation", includes any domestic or foreign predecessor entity of a corporation in a merger.
"Director" or "officer", an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
"Disinterested director", a director who, at the time of a vote referred to in subsection (c) of section 8.53 or a vote or selection referred to in subsection (b) or (c) of section 8.55, is not (i) a party to the proceeding, or (ii) an individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.
"Expenses", includes counsel fees.
"Liability", the obligation to pay a judgment, settlement, penalty, fine including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
"Party", an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
"Proceeding", any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Mass. Gen. Laws ch. 156D, § 8.50