(a) An advisory director is not considered a director if the advisory director:
(1) is not elected by the shareholders of the bank;
(2) does not vote on matters before the board or a committee of the board;
(3) is not counted for purposes of determining a quorum of the board or committee; and
(4) provides solely general policy advice to the board.
(b) A state bank may not disclose to an advisory director confidential information pertaining to the bank or the bank’s customers unless:
(1) the board adopts a resolution that designates the advisory director as a person who is officially connected to the bank and that describes the purpose for disclosure of the information, which must be a reasonable business purpose; and
(2) the disclosure is made under a written confidentiality agreement between the bank and the advisory director.