They can't go to jail for incompetence. However, I would agree that gross mismanagement of Pinkies should be a crime. I'm sure that the incompetence defense is what the big happy family at JBI is banking on.
"In addition to their ability to appoint BOD members do TB and MI have a duty to do so?" Nevada law says a corporation must elect directors within 18 months of the last time they elected directors:
NRS 78.345 Election of directors by order of court upon failure of regular election. 1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330.
"Was there not some required date recently passed which obliged such action and was ignored?" This is tricky, because it is as a result of the agreement between JB and the "group", so JBI had no obligation to comply. That said..... 5 qualified directors were supposed to have been appointed by 5/15. JB would have been obligated to vote for them at the shareholders meeting had they been appointed. Obviously the appointments didn't occur. The agreement says that, in that case, the company (remember, they aren't LEGALLY obligated to do this) was supposed to hire a search firm to find a number of qualified candidates of which JB was supposed to pick 5. That process has not been mentioned in any of the PR's issued by the company, which generally just continues to mutter "board of directors board of directors" under its breath.
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