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."

The insurgents have been successful in the past, to a large degree, because their targets didn't know what hit them. Anti-takeover provisions, or poison pills, are coming to community institutions slowly, if at all, observers said.

"It seems that many of them don't start trying to protect themselves until someone has already come down on them with a sword," said Noel M. Gruber, a Washington lawyer who has written on bank director issues. "Most think that their shareholders are behind them, and that a proxy fight is only something that can happen to the other guy."

A recent article in the directors group's newsletter offers suggestions on how bank directors can prepare themselves for proxy contests, which are likely to arise during the coming months as annual shareholder meetings get under way.

Recommendations include staggered terms for directors, supermajority votes for mergers, restrictions on shareholder actions by written consent, fair price provisions, and other bylaw changes.

The article, entitled "Proxy Season: Is Your Bank Prepared?" said banks should implement specific rules and bylaws governing how shareholders present new business at meetings, for example, so that boards can govern the proceedings in an orderly manner.

Some community institutions are adopting such practices, but nowhere near to the extent as the larger banks have, Mr. Gruber said.

"The big banks have greater resources to pay attention to these things," he said. "They have more people in-house that are there just to think about how to protect" the franchise.

To be sure, there are exceptions among community institutions, particularly when it comes to shareholder rights plans - a form of poison pill that has become increasingly popular in recent years.

MSB Bancorp of Goshen, N.Y., for example, implemented such a plan at the time of its conversion from mutual to stock form in September 1994, in addition to several other anti-takeover provisions it had installed in recent years, such as a staggered board and supermajority votes required for mergers.

"These sorts of things are becoming more and more common now," said William C. Myers, chief executive of $900 million-asset MSB. "The shareholder rights plans are probably the most in vogue right now."

The aggressive small-bank investors - or shareholder advocates, as they call themselves - active in the last year look at such provisions a bit differently.

"It's cannon fodder," said Jerry Shearer of Mid-Atlantic Investors in Columbia, S.C., which won a proxy fight against Bankers First Corp. of Augusta, Ga., last year.

"I don't view these bylaws as a stumbling block, but as an opportunity," he said. "It can become a campaign issue and a way of criticizing management for trying so hard to remain entrenched. I just believe that those erecting these roadblocks are doing so out of fear for their own jobs. But if they're doing their jobs, they have nothing to fear."

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