Bank Directors Seminar, Coeur d'Alene, ID, September 15-17, 2019

ELEMENTS OF MINUTES

Major elements that minutes should show for each deliberation: A. Setting of the deliberation B. Information supporting the deliberation C. Attributes of the decision-makers Elements track business judgment rule both in common law and statute Elements apply to each director, and to Board as a whole

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DOCUMENT THE DELIBERATIONS

Information: 1. Summary of information presented and in detail that is appropriate to the topic – Regular program of reports – Reports on special topics 2. Reason each director found the presenter of the information to be credible 3. Reason each director found the information to be credible

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