Plastic2Oil Inc (PTOI)

[Johnik]

You are overstating the role of an independent (non-employee) director. Your post:

Wesson screwed up huge and tried to sugar coat it.

He was given a specific task with very specific requirements.

Then he has the gall to present 9 candidates of which only 2 met the specific requirements he was specifically told to look for.

In the real world performance like that gets you fired from a job.

Or he could resign because now he exposed himself as truly incompetant and a complete waste of shareholder funds.

Nowhere in the company's Articles of Incorporation or Bylaws is there any requirement imposed on a director to locate and secure a Board of Directors that meet specified criteria. Nor is there any provision in those documents that would permit the company management to alter the duties of the directors by contract with third parties (to which the directors are not parties or signatories). Mr. Wesson apparently took it upon himself to attempt to secure board members that met the requirements of the Subscription Agreement/Side Letter, in an effort to further the best interests of company and shareholders. This is not a "specific task" that can be assigned to a board member, because a board member is not an employee and cannot be assigned such tasks from company management.

If you examine the corporate documents and applicable statutes, you will see what a board member is required to do. Searching for board members that meet criteria imposed by management and/or investors is not among those obligations.

That said, it appears there are a number of potential candidates under consideration. The fact that they do not all meet all of the criteria imposed by the Subscription Agreement/Side Letter (which, again, the board members are not parties) does not mean that they (or some other group of candidates) is not qualified to be a director of JBI. The qualifications set by the Subscription Agreement are not minimalistic, to say the least:

For purposes of the foregoing, (a) a “Qualified Independent Director” means an individual who (i) is an Independent Director (as defined below), (ii) has served for at least three years on the board of directors of at least two separate publicly-traded companies in the United States with market capitalization of at least US$700,000,000 (a “Relevant Company”), (iii) is currently serving on the board of directors of at least one such Relevant Company and (iv) has not been the defendant in (or an officer or director of an entity that has been a defendant in) any criminal or civil complaint of the SEC or any other material action brought by any Person alleging the violation of any state or Federal securities laws unless such action has been adjudicated pursuant to a non-appealable judgment absolving such Person (or such entity, as applicable) of all wrongdoing and (b) an “Independent Director” mean an individual who (i) the Board of Directors or nominating committee thereof has determined is “independent” within the meaning of Listing Rule 5605(a)(2) of The Nasdaq Stock Market.

http://www.sec.gov/Archives/edgar/data/1381105/000121390012002764/f8k051512ex10i_jbi.htm

I do believe it would be very difficult to find 5 board members who not only are currently sitting on the board of at least one publicly-traded company with a market cap of at least $700M, but have also served on at least two separate boards of publicly-traded companies with a market cap of at least $700M for a minimum of 3 years, and would further be willing to serve on the board of a start up company trading as a penny stock on the OTC. If you think otherwise, I would encourage you to present your ideas to company management.

Ultimately, I think all will agree that getting skilled and honest independent board members seated, regardless of the market cap of companies they have previously served, is in the best interests of the company and its shareholders.