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

DOCUMENT THE DELIBERATIONS

Information: 4. Summary of alternatives considered by the Board, including differing opinions 5. Reason Board selected one of many alternatives 6. Reason the decision is in the best interest of the corporation and its shareholders

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DOCUMENT THE DELIBERATIONS

Decision-makers: 1.

Facts showing each director independent and objective – document recusals Facts showing actions in good faith Facts showing each director acted in best interests of the corporation and shareholders Facts showing each director did not receive any unfair personal benefit

2. 3.

4.

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