Despite several hostile - and successful - actions by aggressive shareholders and acquirers last year, community bank directors come into this proxy season largely unschooled from those experiences, according to experts.

"Many bank boards and their management are sitting ducks in many respects," said David H. Baris, executive director of the American Association of Bank Directors. "They are ill-prepared to respond to these situations because it's so new to them, whereas those on the outside have been through many of these before."

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