(A) Except as provided in division (C) of this section, no bank shall pay to any person, other than reasonable compensation for services provided in his capacity as an employee, any management or consulting fee, including fees for legal, accounting, brokerage, or other similar professional services, not having a direct relationship to the value of actual services rendered, based on reasonable costs consistent with current market values for such services.
(B) The records of the bank shall contain adequate information to permit a determination as to what services are being provided and on what basis they are being priced. At a minimum the records shall disclose a thorough review by the board of directors demonstrating all of the following:
(1) That such fees are paid for specific services provided, as detailed in a fee analysis presented to the board;
(2) The basis for the cost for each function or service;
(3) A conclusion by the board of directors that the fees are reasonable.
(C) This section does not prevent a bank from paying any of the following:
(1) Dividends to shareholders that have been properly declared by the bank;
(2) Reasonable compensation to officers and employees of the bank for services rendered to the bank in their capacities as officers or employees of the bank;
(3) Fees to directors for their attendance at meetings of the board of directors, the executive committee, or other committees established by the board.
Effective Date: 07-14-1987 .